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ORACLE CORP files 424B2: prospectus (424B)

Prospectus — pricing and terms of a securities offering.
공식 공시Slicast · 2026년 11월 4일 12:00 UTC · 미국 · 출처: SEC EDGAR · ORCL

Prospectus Supplement (To Prospectus dated November 2, 2026)

Oracle Corporation is offering $2,000,000,000 aggregate principal amount of 7.000% notes due 2029 (the “2029 Notes”), $1,750,000,000 aggregate principal amount of 7.450% notes due 2031 (the “2031 Notes”), $2,250,000,000 aggregate principal amount of 7.850% notes due 2033 (the “2033 Notes”), $2,500,000,000 aggregate principal amount of 8.000% notes due 2037 (the “2037 Notes”) and $1,500,000,000 aggregate principal amount of 8.650% notes due 2046 (the “2046 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2037 Notes, the “Notes”).

The 2029 Notes will bear interest at the rate of 7.000% per year, the 2031 Notes will bear interest at the rate of 7.450% per year, the 2033 Notes will bear interest at the rate of 7.850% per year, the 2037 Notes will bear interest at the rate of 8.000% per year and the 2046 Notes will bear interest at the rate of 8.650% per year. Interest on the 2029

Notes, the 2031 Notes, the 2033 Notes and the 2046 Notes will be payable semi-annually on May 4 and November 4, commencing May 4, 2027. Interest on the 2037 Notes will be payable semi-annually on February 4 and August 4, commencing February 4, 2027.

November 4, 2031, the 2033 Notes will mature on November 4, 2033, the 2037 Notes will mature on February 4, 2037 and the 2046 Notes will mature on November 4, 2046.

We may redeem the 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-12 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 supplement for the Concurrent

Common Stock Offering does not constitute an offer to sell, or the solicitation of an offer to buy, any of the notes we are offering pursuant to this prospectus supplement. See the section titled “Concurrent Common Stock Offering.”

Investing in the Notes involves risks. See “ Risk Factors ” beginning on page S-5 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 the Notes.

(continued on inside front cover)

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

(1) Plus accrued interest, if any, from November 4, 2026, if settlement occurs after that date.

The Notes will be issued in book-entry form only, in denominations of $2,000 and multiples of $1,000 thereafter.

Active trading markets for the Notes may not develop.

The Notes are the unsecured obligations of Oracle Corporation, and not obligations of its subsidiaries, and will be effectively subordinated to the claims of its subsidiaries’ creditors. Structural subordination increases the risk that Oracle Corporation will be unable to meet its obligations on the Notes when they mature.

The Notes are exclusively the obligations of Oracle Corporation and are not obligations of its subsidiaries. Oracle Corporation is a holding company and substantially all of its operations are conducted through its subsidiaries. As a result, Oracle Corporation’s cash flow and ability to service its debt, including the Notes, depend upon the earnings of its subsidiaries and the distribution to it of earnings, loans or other payments by its subsidiaries.

Oracle Corporation’s subsidiaries are separate and distinct legal entities. Its subsidiaries will not guarantee the Notes and are under no obligation to pay any amounts due on the Notes or to provide Oracle Corporation with funds for its payment obligations, whether by dividends, distributions, loans or other payments. Payments to Oracle Corporation by its subsidiaries will also be contingent upon such subsidiaries’ earnings and business considerations and may be subject to legal and contractual restrictions. As of

August 31, 2026, we had approximately $236.1 billion of total liabilities outstanding on a consolidated basis, including $125.3 billion of senior unsecured borrowings that rank equal in right of payment with the Notes offered hereby.

Of our total consolidated liabilities as of August 31, 2026, subsidiaries of Oracle Corporation had approximately $107.2 billion of liabilities (including trade payables) to which the Notes will be effectively subordinated.

Oracle Corporation’s right to receive any assets of any of its subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of the Notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including senior and subordinated debt holders and bank and trade creditors. In addition, even if Oracle Corporation were a creditor of any of its subsidiaries, its rights as a creditor would be subordinate to any security interest in the assets of its subsidiaries and any indebtedness of its subsidiaries senior to that held by

Oracle Corporation.

In addition, the Notes will not be secured by any of the assets of Oracle Corporation or any assets of its subsidiaries. Accordingly, the Notes will be subordinated to the extent Oracle Corporation or its subsidiaries have secured borrowings. There are no restrictions in the indenture governing the Notes that restrict its subsidiaries from granting security interests or liens on any or all of their assets.

The negative covenants in the indenture governing the Notes may have a limited effect.

The indenture governing the Notes contains negative covenants. The limitation on liens and sale/leaseback covenants apply to Oracle

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ORACLE CORP files 424B2: prospectus (424B) · Slicast