ORCL 8‑K: Prospectus Supplements and Legal Opinion for New Notes

Rhea-AI Filing Summary

Oracle Corporation reported documentation and terms for a proposed debt offering. The company references an existing S-3 registration statement filed March 15, 2024, and a preliminary and final prospectus supplement both dated September 24, 2025, indicating a securities offering process is underway.

Forms are provided for six note series: 4.450% due 2030, 4.800% due 2032, 5.200% due 2035, 5.875% due 2045, 5.950% due 2055, and 6.100% due 2065. An Officers' Certificate dated September 26, 2025 sets forth the notes' terms, and legal opinion and consent from Freshfields US LLP are included, along with an interactive cover page Inline XBRL file. The filing is administrative documentation of the planned note issuance rather than operating results.

Positive

• S-3 registration is cited (filed March 15, 2024), enabling shelf offering flexibility
• Prospectus supplements dated September 24, 2025 provide finalized offering disclosures
• Clear note terms listed for six maturities from 2030 to 2065 with specific coupon rates
• Legal opinion and consent from Freshfields US LLP are included, supporting legal sufficiency

Negative

• None.

Insights

Corporate Counsel

TL;DR: Oracle filed required documentation and legal opinions to support a multi‑series debt offering under its S-3 shelf.

The 8-K documents procedural compliance: it references the S-3 registration statement and both preliminary and final prospectus supplements, and it attaches an Officers' Certificate defining the notes' terms. Inclusion of Freshfields US LLP's opinion and consent is standard to address legal matters for the offering. This filing signals readiness to issue long‑dated debt across multiple maturities but contains no new financial projections or covenants beyond the referenced terms.

Fixed Income Analyst

TL;DR: Oracle is preparing a diversified maturity debt issuance spanning 2030–2065 with coupon rates from 4.45% to 6.10%.

The stated coupon range and staggered maturities imply a strategy to lock long‑term funding across the curve. The Officers' Certificate dated September 26, 2025 formalizes terms, while the prospectus supplements establish disclosure for investors. The filing documents the issuance mechanics but does not disclose aggregate principal amounts, use of proceeds, or underwriting details, so market impact cannot be sized from this filing alone.

ORACLE CORP false 0001341439 0001341439 2025-09-26 2025-09-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35992		54-2185193
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ORCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8—Other Events

Item 8.01 Other Events

Issuance of $18 Billion Aggregate Principal Amount of Notes

On September 26, 2025, Oracle Corporation (“Oracle”) consummated the issuance and sale of $3,000,000,000 aggregate principal amount of its 4.450% Notes due 2030, $3,000,000,000 aggregate principal amount of its 4.800% Notes due 2032, $4,000,000,000 aggregate principal amount of its 5.200% Notes due 2035, $2,500,000,000 aggregate principal amount of its 5.875% Notes due 2045, $3,500,000,000 aggregate principal amount of its 5.950% Notes due 2055 and $2,000,000,000 aggregate principal amount of its 6.100% Notes due 2065 (collectively, the “Notes”), pursuant to an underwriting agreement dated September 24, 2025 among Oracle and BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 13, 2006 (the “Indenture”) among Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007 (the “First Supplemental Indenture”) among Oracle, Citibank, N.A. and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, and an officers’ certificate issued pursuant thereto.

The Notes are being offered pursuant to Oracle’s Registration Statement on Form S-3 filed on March 15, 2024 (Reg. No. 333-277990), including the prospectus contained therein (the “Registration Statement”) and a related preliminary prospectus supplement dated September 24, 2025 and prospectus supplement dated September 24, 2025.

The net proceeds of the offering will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of Oracle’s common stock.

The material terms and conditions of the Notes are set forth in the Officers’ Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein, in the Indenture filed as Exhibit 10.34 to the Current Report on Form 8-K filed by Oracle Systems Corporation on January 20, 2006, and in the First Supplemental Indenture filed as Exhibit 4.3 to the Registration Statement on Form S-3 filed by Oracle Corporation on May 10, 2007.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Forms of 4.450% Notes due 2030, 4.800% Notes due 2032, 5.200% Notes due 2035, 5.875% Notes due 2045, 5.950% Notes due 2055 and 6.100% Notes due 2065, together with an Officers’ Certificate issued September 26, 2025 setting forth the terms of the Notes.
5.1		Opinion of Freshfields US LLP.
23.1		Consent of Freshfields US LLP (contained in Exhibit 5.1).
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ORACLE CORPORATION
Dated: September 26, 2025				By:		/s/ Kimberly Woolley
				Name:		Kimberly Woolley
				Title:		Vice President, Assistant General Counsel and Assistant Secretary

FAQ

What debt securities did Oracle (ORCL) disclose in this 8-K?

The filing includes forms for notes with coupons and maturities: 4.450% due 2030, 4.800% due 2032, 5.200% due 2035, 5.875% due 2045, 5.950% due 2055, and 6.100% due 2065.

Does the 8-K state how much principal Oracle will issue under the note series?

No. The document lists note forms and terms but does not disclose aggregate principal amounts or total offering size.

What registration document authorizes the offering referenced in the filing?

The offering is made under Oracle's S-3 registration statement filed March 15, 2024 (Reg. No. 333-277990), with prospectus supplements dated September 24, 2025.

Are legal opinions or consents included in the filing?

Yes. The filing includes the opinion of Freshfields US LLP and the firm's consent (contained in Exhibit 5.1).

Does the 8-K disclose use of proceeds or underwriting arrangements?

No. The filing does not provide any details on use of proceeds, underwriting firms, or pricing/allocation information.