ORACLE CORP files 424B2: prospectus (424B)
This preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these notes has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these notes and are not soliciting an offer to buy these notes in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED November 2, 2026
Preliminary Prospectus Supplement (To Prospectus dated November 2, 2026)
$ Floating Rate Notes due 2029
$ % Notes due 2046 Oracle Corporation is offering $ aggregate principal amount of floating rate notes due 2029 (the “Floating Rate Notes”), $ aggregate principal amount of % notes due 2029 (the “2029 Fixed Rate Notes”), $ aggregate principal amount of % notes due 2031 (the “2031 Fixed Rate Notes”), $ aggregate principal amount of % notes due 2033 (the “2033 Fixed Rate Notes”), $ aggregate principal amount of % notes due 2037 (the “2037 Fixed Rate Notes”) and $ aggregate principal amount of % notes due 2046 (the “2046 Fixed Rate Notes” and, together with the 2029 Fixed
Rate Notes, the 2031 Fixed Rate Notes, the 2033 Fixed Rate Notes and the 2037 Fixed Rate Notes, the “Fixed Rate Notes”). We refer to the Floating Rate Notes and the Fixed Rate Notes collectively as the “Notes.”
Rate Notes will bear interest at the rate of % per year, the 2033 Fixed Rate Notes will bear interest at the rate of % per year, the 2037 Fixed Rate Notes will bear interest at the rate of % per year and the
2046 Fixed Rate Notes will bear interest at the rate of % per year. Interest on the Fixed Rate Notes will be payable semi-annually on and , commencing
, .
The Floating Rate Notes will mature on , 2029, the 2029 Fixed Rate Notes will mature on , 2029, the 2031 Fixed Rate Notes will mature on , 2031, the 2033 Fixed Rate Notes will mature on , 2033, the 2037
Fixed Rate Notes will mature on , 2037 and the 2046 Fixed Rate Notes will mature on , 2046.
We may not redeem the Floating Rate Notes prior to maturity. We may redeem the Fixed Rate Notes of any series, in whole or in part, at any time, each at the applicable redemption prices indicated under the heading “Description of the Notes—Optional Redemption” beginning on page S-22 of this prospectus supplement. The Notes will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness from time to time outstanding.
Concurrently with this offering and pursuant to a separate prospectus supplement, we are offering $10,000,000,000 of our common stock, par value $0.01 per share (“common stock”) (the “Concurrent Common Stock Offering”). The closing of this offering is not conditioned upon the closing of the Concurrent Common Stock Offering. The closing of the Concurrent
Common Stock Offering is not conditioned upon the closing of this offering. We cannot assure you that the Concurrent Common Stock Offering will be completed on the terms described herein, or at all. This prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the common stock being offered in the Concurrent Common Stock Offering. The prospectus (continued on inside front cover)
Active trading markets for the Notes may not develop.
SOFR has a limited history and its future performance cannot be predicted based on its historical performance.
The publication of SOFR began in April 2018, and, therefore, it has a limited history. The future performance of SOFR cannot be predicted based on its limited historical performance. Levels of SOFR going forward may bear little or no relation to historical actual or historical indicative data. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR may change in the future. While some pre-publication historical data have been released by the Federal Reserve Bank of New York, analysis of such data inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR or the Notes may be inferred from any of the actual or historical indicative performance. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR or the Notes. Changes in the levels of SOFR will affect the base rate and, therefore, the return on the Notes and the trading price of such Notes, but it is impossible to predict whether such levels will rise or fall.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates during corresponding periods. The volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repurchase agreement market. The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repurchase agreement market in order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could be materially adverse to holders of the Floating Rate Notes. In addition, although changes in Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Floating Rate Notes may fluctuate more than floating rate securities that are linked to less volatile rates.
Any failure of SOFR to maintain market acceptance could adversely affect the Floating Rate Notes.
SOFR was developed for use in certain U.S. Dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a broad Treasury repurchase financing rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute, replacement or successor for all of the purposes for which LIBOR historically was used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to maintain market acceptance could adversely affect the return on and value of the Floating Rate Notes and the price at which holders of the Floating Rate Notes can sell the Floating Rate Notes in the secondary market.