8-K

ORACLE CORPORATION

Dated: February 3, 2025

/s/ Kimberly Woolley

Name: Kimberly Woolley

Title: Vice President, Assistant General Counsel and Assistant Secretary

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): February 3, 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

3.125% senior notes due July 2025

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 $7.75 Billion Aggregate Principal Amount of Notes

On February 3, 2025, Oracle Corporation (“Oracle”) consummated the issuance and sale of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2028, $1,500,000,000 aggregate principal amount of its 4.800% Notes due 2028, $1,250,000,000 aggregate principal amount of its 5.250% Notes due 2032, $1,750,000,000 aggregate principal amount of its 5.500% Notes due 2035, $1,750,000,000 aggregate principal amount of its 6.000% Notes due 2055 and $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2065 (collectively, the “Notes”), pursuant to an underwriting agreement dated January 30, 2025 among Oracle and BofA Securities, Inc., Citigroup Global Markets 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 January 30, 2025 and prospectus supplement dated January 30, 2025.

Oracle intends to use a portion of the net proceeds of the offering to repay all or a portion of its 2.95% Notes due May 2025, 3.125% Notes due July 2025, 5.80% Notes due November 2025, 1.65% Notes due March 2026 and 2.65% Notes due July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith. Oracle also intends to use a portion of the net proceeds from the offering to make scheduled payments of principal and interest on borrowings under its Term Loan Credit Agreement dated June 10, 2024. Any remaining net proceeds from the offering may be used for general corporate purposes, which may include stock repurchases, payment of cash dividends on its common stock, repayment of other indebtedness and future acquisitions.

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 Floating Rate Notes due 2028, 4.800% Notes due 2028, 5.250% Notes due 2032, 5.500% Notes due 2035, 6.000% Notes due 2055 and 6.125% Notes due 2065, together with an Officers’ Certificate issued February 3, 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.

SEC Form 8-K filed by Oracle Corporation