Oracle Corp

Item 8.01 Other Events Issuance of $10 Billion of Common Stock On November 2, 2026, Oracle Corporation, a Delaware corporation (“Oracle”), entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which Oracle agreed to issue and sell 86,206,897 shares of its common stock, par value $0.01 per share (the “Common Stock” and such offering, the “Common Stock Offering”). The Common Stock Offering closed on November 4, 2026. The Common Stock Offering was made pursuant to Oracle’s automatic shelf registration statement on Form S-3 (File No. 333-299752), including the prospectus contained therein (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2026, and a related preliminary prospectus supplement dated November 2, 2026 and prospectus supplement dated November 2, 2026. The foregoing description of the Common Stock Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the Common Stock Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference. Issuance of $10 Billion Aggregate Principal Amount of Notes On November 4, 2026, Oracle consummated the issuance and sale of $2,000,000,000 principal amount of its 7.000% Notes due 2029, $1,750,000,000 principal amount of its 7.450% Notes due 2031, $2,250,000,000 principal amount of its 7.850% Notes due 2033, $2,500,000,000 principal amount of its 8.000% Notes due 2037 and $1,500,000,000 principal amount of its 8.650% Notes due 2046 (collectively, the “Notes”), pursuant to an underwriting agreement dated November 2, 2026 by and between Oracle and BofA Securities, Inc., as representative of the several underwriters named therein (such offering, the “Notes Offering” and, together with the Common Stock Offering, the “Offerings”). The Notes were 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 Offering was made pursuant to the Registration Statement and a related preliminary prospectus supplement dated November 2, 2026 and prospectus supplement dated November 2, 2026. 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. In connection with the Notes Offering, the legal opinion as to the legality of the Notes sold is being filed as Exhibit 5.2 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference. The net proceeds of the Offerings will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of Common Stock. Section 9 - Financial Statements and Exhibits