Oracle (NYSE: ORCL) adds sales agents to $20B equity distribution program

Rhea-AI Filing Summary

Oracle Corporation filed a prospectus supplement to offer up to $20,000,000,000 of common stock from time to time under an equity distribution agreement. The supplement updates the Prospectus dated February 2, 2026 to add 15 additional sales agents to the distribution arrangement.

The supplement, dated June 23, 2026, supersedes the February 3, 2026 supplement and amends references to “sales agent(s)” to include the newly joined broker-dealers named in the filing.

Insights

Capital Markets Strategist

Update increases dealer capacity for at-market equity placements.

The supplement extends an existing equity distribution agreement to permit sales of up to $20,000,000,000 of common stock through a larger syndicate of sales agents. This broadens the list of broker-dealers authorized to execute distribution transactions.

Execution depends on holder decisions and market conditions; the filing states the offering is from time to time under the agreement. Cash-flow treatment and timing of any sales are not specified in the excerpt.

Securities Counsel

Legal filing amends agent roster; it is a routine regulatory update.

The prospectus supplement supersedes the prior supplement and formally adds 15 named firms as sales agents via joinder agreements to the Equity Distribution Agreement dated February 2, 2026. The update amends all references to “sales agent(s).”

The document reiterates standard regulatory risk language and does not disclose proceeds usage or specific sale mechanics beyond the equity distribution framework.

Key Figures

Registered offering capacity: $20,000,000,000 Registration number: 333-277990 Prospectus date: February 2, 2026 +2 more

5 metrics

Registered offering capacity $20,000,000,000 maximum amount of common stock offered under the supplement

Registration number 333-277990 Registration No. referenced on the prospectus supplement

Prospectus date February 2, 2026 date of the base Prospectus being supplemented

Supplement date June 23, 2026 date of this prospectus supplement

Additional sales agents added 15 firms number of broker-dealers added by joinder agreements

Key Terms

Equity Distribution Agreement, prospectus supplement, sales agents

3 terms

Equity Distribution Agreement regulatory

"offer and sale of shares ... pursuant to an equity distribution agreement"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

prospectus supplement regulatory

"This prospectus supplement, or Supplement, supplements the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

sales agents market

"adds ... as additional sales agents pursuant to joinder agreements"

Sales agents are individuals or firms that sell a company’s products or services on its behalf, often working on commission or under a sales agreement rather than as full-time employees. Investors care because agents affect how quickly and widely a product reaches customers, the cost of making sales, and revenue predictability—think of them as independent delivery drivers who expand a company’s reach without the fixed cost of hiring more staff.

Offering Details

ATM/equity distribution

Offering

Offering Type ATM/equity distribution

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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 and prospectus supplement, dated February 2, 2026, or the 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 supersedes and replaces the prospectus supplement dated February 3, 2026 relating to the addition of certain additional sales agents under the Equity Distribution Agreement and is being filed to reflect the addition of BNP Paribas Securities Corp., BTIG, LLC, HSBC Securities (USA) Inc., Lloyds Securities Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, Intesa Sanpaolo IMI Securities Corp., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Santander US Capital Markets LLC, TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, CIBC World Markets Corp. and ING Financial Markets LLC as additional sales agents pursuant to joinder agreements 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 BNP Paribas Securities Corp., BTIG, LLC, HSBC Securities (USA) Inc., Lloyds Securities Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, Intesa Sanpaolo IMI Securities Corp., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Santander US Capital Markets LLC, TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, CIBC World Markets Corp. and ING Financial Markets LLC, 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, and see Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, 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 BNP PARIBAS BTIG Citigroup Deutsche Bank Securities

Goldman Sachs & Co. LLC HSBC J.P. Morgan Lloyds Securities PNC Capital Markets LLC

SMBC Nikko Wells Fargo Securities IMI – Intesa Sanpaolo Mizuho MUFG

Santander TD Securities BNY Capital Markets CIBC Capital Markets ING

Prospectus Supplement dated June 23, 2026

FAQ

What does Oracle's prospectus supplement filed June 23, 2026 say about the offering?

It permits the offer and sale of up to $20,000,000,000 of common stock. The supplement supplements the Prospectus dated February 2, 2026 and updates sales agents under the Equity Distribution Agreement.

Who are the new sales agents added to Oracle's equity distribution agreement?

The supplement adds 15 additional sales agents, including BNP Paribas, BTIG, HSBC, Wells Fargo and others. These firms joined via joinder agreements to the Equity Distribution Agreement.

Does the supplement specify how or when Oracle will sell shares under the program?

No specific timing or sale schedule is disclosed in the excerpt. The shares may be sold from time to time through the named sales agents under the Equity Distribution Agreement.

Will Oracle receive proceeds from sales under this prospectus supplement?

The supplement states the offer and sale are pursuant to an equity distribution agreement; the filing does not specify proceeds usage or allocation in the provided excerpt.

Does the supplement replace any prior filing about sales agents?

Yes, it supersedes the prospectus supplement dated February 3, 2026 that added certain sales agents and now reflects the addition of the newly named broker-dealers.