ORACLE CORP SEC Filings

Oracle Corporation is offering 100,000,000 depositary shares at $50 each, raising $5 billion gross (about $4.95 billion net before estimated expenses) through a new 6.50% Series D mandatory convertible preferred stock structure.

Each depositary share represents a 1/2,000th interest in a preferred share with a $100,000 liquidation preference (or $50 per depositary share). Dividends accrue at 6.50% annually on the liquidation preference and are payable quarterly in cash, Oracle common stock, or a mix of both, at Oracle’s discretion and subject to limits.

The preferred stock will automatically convert on or about January 15, 2029 into Oracle common shares at a variable rate between 499.8126 and 624.7657 shares per preferred share (0.2499–0.3124 per depositary share), based on the 20‑day volume‑weighted average price before maturity. Investors bear full downside exposure if the stock trades below the initial reference price and have capped upside participation above the threshold appreciation price.

Oracle plans to list the depositary shares on the NYSE under “ORCL-PRD” and expects to use proceeds for general corporate purposes. The deal is part of broader concurrent financing, including a separate $25 billion senior notes offering and a potential $20 billion at‑the‑market common stock program.

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.

Oracle Corporation is offering $25,000,000,000 of senior unsecured notes in eight tranches with maturities from 2029 to 2066. The deal includes $500,000,000 floating-rate notes tied to Compounded SOFR plus 1.11%, and fixed-rate notes bearing coupons from 4.550% to 6.850%.

Oracle expects to receive approximately $24.9 billion in net proceeds, to be used for general corporate purposes such as capital spending, debt repayment, investments, acquisitions, and potential dividends or share repurchases. Concurrent but separate financings include a mandatory convertible preferred stock offering and an at-the-market common stock program of up to $20 billion.

Oracle Corporation has established an at-the-market equity program to sell up to $20 billion of its common stock from time to time through BofA Securities, Citigroup, Deutsche Bank, Goldman Sachs and J.P. Morgan as sales agents or principals.

Sales may be made on the NYSE or other venues at prevailing, related or negotiated prices, with Oracle paying up to 0.50% commission on each share sold. Net proceeds are intended for general corporate purposes, including capital spending, debt repayment, investments or acquisitions, and dividends or share repurchases. Oracle had 2,872,573,090 shares outstanding as of November 30, 2025, providing context for potential dilution from future issuances under this program.

Oracle Corporation is planning a primary offering of senior unsecured notes, including both floating-rate and multiple fixed-rate tranches with maturities ranging from 2029 to 2066. The notes rank equally with Oracle’s existing unsecured, unsubordinated debt and are structurally subordinated to subsidiary liabilities.

Concurrently, Oracle plans a public offering of 100,000,000 depositary shares representing interests in Series D mandatory convertible preferred stock and may sell up to $20 billion of common stock through an at-the-market equity program. Net proceeds from the notes are expected to be used for general corporate purposes, including capital expenditures, debt repayment, investments or acquisitions, and dividends or share repurchases.

Oracle Corporation is offering 100,000,000 Depositary Shares, each representing a 1/2,000th interest in a share of its Series D Mandatory Convertible Preferred Stock. Each preferred share has a $100,000 liquidation preference, so each Depositary Share represents a $50 preference.

Dividends on the preferred stock are cumulative and payable quarterly through January 15, 2029, in cash, stock, or a mix, when declared by the board. Unless converted earlier, each preferred share will automatically convert around January 15, 2029 into a variable number of Oracle common shares based on the average trading price over a 20‑day period before that date.

Oracle is also planning concurrent financing transactions, including a public offering of senior notes and an equity distribution program allowing sales of up to $20 billion of common stock in at‑the‑market transactions. Net proceeds from this preferred offering are earmarked for general corporate purposes such as capital spending, debt repayment, investments, acquisitions, dividends or share repurchases.

Oracle Corporation has filed a post‑effective amendment to its Form S‑3 shelf registration, updating its base prospectus and adding depositary shares as an additional class of registered securities. Under this shelf, Oracle or selling security holders may offer common stock, preferred stock, debt securities, warrants, purchase contracts, units and depositary shares from time to time using prospectus supplements that will spell out specific terms such as interest rates, maturities, redemption features, listing status and conversion or exchange rights.

Oracle states that net proceeds from any primary offerings will be used for general corporate purposes, including capital expenditures, debt repayment, investments or acquisitions, and dividends or share repurchases. The filing also reiterates Oracle’s broad enterprise IT business across cloud, software, hardware and services.

Oracle Corporation executive Stuart Levey reported a routine equity accrual related to his compensation. On 01/23/2026, he received 337.783 restricted stock units as an "A"-coded acquisition. These units represent dividend equivalents accrued on earned restricted stock units originally granted on November 5, 2022, which he has elected to defer. The number of dividend equivalents was calculated using Oracle's closing stock price of $177.16 on the dividend payment date. Following this transaction, Levey beneficially owns 159,494.982 derivative securities in the form of restricted stock units, held directly.

Oracle Corp executive Douglas A. Kehring, EVP and Principal Financial Officer, reported selling 35,000 shares of Oracle common stock on January 15, 2026 at a price of $194.89 per share. The sale was made pursuant to a Rule 10b5-1 trading plan that was adopted on October 9, 2025, which allows pre-arranged trading according to preset terms.

Following this transaction, Kehring reports 33,638 shares of Oracle common stock held directly. He also reports an additional 2,157.514 units of Oracle common stock indirectly through the company’s 401(k) plan, where his interest is represented by units in a common stock fund rather than individual shares.