ORACLE CORP files 424B5: prospectus (424B)

This preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities 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 securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED November 2, 2026

Preliminary Prospectus Supplement (To Prospectus dated

We are offering $10,000,000,000 of shares of our common stock, par value $0.01 per share (“common stock”). Our common stock is traded on the New York Stock Exchange under the symbol “ORCL.” The last reported sale price of our common stock on October 30, 2026, as reported on the New York Stock Exchange, was $130.67 per share.

Concurrently with this offering and pursuant to a separate prospectus supplement, we are making a public offering of $10,000,000,000 aggregate principal amount of senior notes (collectively, the “Notes,” and the offering thereof, the “Concurrent Notes Offering”). The closing of this offering is not conditioned upon the closing of the Concurrent Notes

Offering. The closing of the Concurrent Notes Offering is not conditioned upon the closing of this offering. We cannot assure you that the Concurrent Notes Offering will be completed on the terms described herein, or at all. The common stock being offered in this offering will rank junior to the Notes being offered in the Concurrent Notes Offering. This prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes being offered in the Concurrent

Notes Offering. The prospectus supplement for the Concurrent Notes Offering does not constitute an offer to sell, or the solicitation of an offer to buy, any of the common stock we are offering pursuant to this prospectus supplement. See the section titled “Concurrent Notes Offering.”

Investing in our common stock involves risks. See “ Risk Factors ” beginning on page S-4 of this prospectus supplement 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.

Per Share Total Price to Public $ $

Underwriting discounts $ $

Proceeds, before expenses, to Oracle Corporation $ $

(1) See the section titled “Underwriting” beginning on page S-14 of this prospectus supplement for a description of the compensation payable to the underwriters.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities

We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering, before you make your investment decision.

The underwriters expect to deliver the shares of common stock to purchasers on or about

, 2026.

Global Coordinator and Joint Book-Running Manager

BofA Securities

Joint Book-Running Managers

Wells Fargo Securities Citigroup BNP PARIBAS Deutsche Bank Securities J.P. Morgan

PNC Capital Markets LLC BTIG Goldman Sachs & Co. LLC HSBC Lloyds Securities SMBC Nikko

We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale of such securities is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.