Oracle (ORCL) adds major banks to $20B common stock sales

Rhea-AI Filing Summary

Oracle has a prospectus supplement covering the offer and sale of up to $20,000,000,000 of common stock from time to time through a group of investment banks acting as sales agents under an equity distribution agreement.

The supplement does not change the size of the program; it adds HSBC Securities (USA), BNP Paribas, PNC Capital Markets, SMBC Nikko, Santander US Capital Markets, TD Securities (USA), BNY Mellon Capital Markets, Credit Agricole Securities (USA), ING Financial Markets and Wells Fargo Securities as additional sales agents via a joinder agreement. Investors are directed to previously disclosed risk factors in Oracle’s earlier prospectus supplement and its Form 10‑K.

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Accepted by SEC EDGAR 02/03/2026 - 04:28 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277990

Prospectus Supplement

(To Prospectus dated February 2, 2026)

Up to $20,000,000,000 of Common Stock

This prospectus supplement, or Supplement, supplements the prospectus, dated February 2, 2026, or Prospectus, relating to the offer and sale of shares of our common stock from time to time through BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as our sales agents, pursuant to an equity distribution agreement, or Equity Distribution Agreement, entered into with such sales agents on that date.

This Supplement is being filed to reflect the addition of HSBC Securities (USA) Inc., BNP Paribas Securities Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC, TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., ING Financial Markets LLC and Wells Fargo Securities, LLC as additional sales agents pursuant to a joinder agreement to the Equity Distribution Agreement. Accordingly, each reference to the term “sales agent” or “sales agents” in the Prospectus is hereby amended, to the extent appropriate in the context, to include HSBC Securities (USA) Inc., BNP Paribas Securities Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC, TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., ING Financial Markets LLC and Wells Fargo Securities, LLC, each as an additional sales agent.

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-3 of the prospectus supplement dated February 2, 2026, and see Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025, which is incorporated by reference herein, for a discussion of certain risks that should be considered in connection with an investment in our common stock.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BofA Securities* Citigroup* Deutsche Bank Securities* Goldman Sachs & Co. LLC* HSBC* J.P. Morgan*

BNP PARIBAS PNC Capital Markets LLC SMBC Nikko

Santander TD Securities

BNY Capital Markets Credit Agricole CIB ING Wells Fargo Securities

(* in alphabetical order)

Prospectus Supplement dated February 3, 2026

FAQ

What does Oracle (ORCL) seek to offer under this prospectus supplement?

Oracle may offer and sell up to $20,000,000,000 of common stock from time to time. The shares can be sold through multiple investment banks acting as sales agents under an existing equity distribution agreement referenced by the prospectus and this supplement.

What is the main purpose of Oracle’s February 3, 2026 prospectus supplement?

The supplement’s main purpose is to add new sales agents to Oracle’s existing common stock offering program. It updates the earlier prospectus so that additional banks can help sell shares under a joinder to the equity distribution agreement.

Which additional sales agents were added to Oracle’s equity distribution agreement?

Oracle added HSBC Securities (USA), BNP Paribas Securities, PNC Capital Markets, SMBC Nikko Securities America, Santander US Capital Markets, TD Securities (USA), BNY Mellon Capital Markets, Credit Agricole Securities (USA), ING Financial Markets and Wells Fargo Securities as additional sales agents.

Does this Oracle prospectus supplement change the $20 billion common stock amount?

The supplement does not change the stated amount of up to $20,000,000,000 of common stock. It instead modifies the list of banks that can act as sales agents under the equity distribution agreement referenced in the original prospectus.

Where can investors find the key risk factors for Oracle’s common stock offering?

Investors are directed to the “Risk Factors” section beginning on page S‑3 of the February 2, 2026 prospectus supplement and to Part I, Item 1A of Oracle’s Form 10‑K for the fiscal year ended May 31, 2025.

Has any regulator approved the Oracle common stock described in this supplement?

No regulator has approved or disapproved these securities. The supplement states that neither the U.S. Securities and Exchange Commission nor any state securities commission has determined whether the prospectus supplement or the accompanying prospectus is truthful or complete.