甲骨文美股招股说明书(2025-09-24版)

Table of Contents This preliminary prospectus supplement is not complete and may be changed. A registraon statement relang to these notes has beenfiled with the Securies and ExchangeCommission and is effecve. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these notes and are not solicing an offer to buy thesenotes in any jurisdicon where the offer or sale is not permied. Oracle Corporaon is offering $aggregate principal amount offloang rate notes due 2030 (the “Floang Rate Notes”), $aggregate principal amount of% notes due 2030 (the “2030 Fixed Rate Notes”), $aggregate principal amount of% notes due 2032 (the “2032 Fixed Rate Notes”), $aggregateprincipal amount of% notes due 2035 (the “2035 Fixed Rate Notes”), $aggregate principal amount of% notes due 2045 (the “2045 Fixed Rate Notes”),$aggregate principal amount of% notes due 2055 (the “2055 Fixed Rate Notes”) and $aggregate principal amount of% notes due 2065 (the “2065Fixed Rate Notes” and, together with the 2030 Fixed Rate Notes, the 2032 Fixed Rate Notes, the 2035 Fixed Rate Notes, the 2045 Fixed Rate Notes and the 2055 Fixed Rate Notes, the “FixedRate Notes”). We refer to the Floang Rate Notes and the Fixed Rate Notes collecvely as the “Notes.” The Floang Rate Notes will bear interest at afloang rate equal to Compounded SOFR (as defined herein), plus% per year. Interest on the Floang Rate Notes will bepayable quarterly on,,and, commencing,. The 2030 Fixed Rate Notes will bear interest at the rate of% per year, the 2032 Fixed Rate Notes will bear interest at the rate of% per year, the 2035 Fixed RateNotes will bear interest at the rate of% per year, the 2045 Fixed Rate Notes will bear interest at the rate of% per year, the 2055 Fixed Rate Notes will bear interest at therate of% per year and the 2065 Fixed Rate Notes will bear interest at the rate of% per year. Interest on the Fixed Rate Notes will be payable semi-annually onand, commencing,. The Floang Rate Notes will mature on, 2030, the 2030 Fixed Rate Notes will mature on, 2030, the 2032 Fixed Rate Notes will mature on, 2032, the2035 Fixed Rate Notes will mature on, 2035, the 2045 Fixed Rate Notes will mature on, 2045, the 2055 Fixed Rate Notes will mature on, 2055 and the 2065Fixed Rate Notes will mature on, 2065. We may not redeem the Floang Rate Notes prior to maturity. We may redeem the Fixed Rate Notes of any series, in whole or in part, at anyme, each at the applicable redemponprices indicated under the heading “Descripon of the Notes—Oponal Redempon” beginning on pageS-21of this prospectus supplement. The Notes will rank equally with all of ourother exisng and future unsecured and unsubordinated indebtedness fromme tome outstanding. Invesng in the Notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectus supplement and see Part I, Item 1A. “Risk Factors” of our Annual Report onForm10-Kfor thefiscal year ended May31, 2025, which is incorporated by reference herein, for a discussion of certain risks that should be considered in connecon with an investmentin the Notes. Neither the U.S. Securies and Exchange Commission nor any state securies commission has approved or disapproved of the Notes or determined if this prospectus supplement orthe accompanying prospectus is truthful or complete. Any representaon to the contrary is a criminal offense. The Notes will be issued in book-entry form only, in denominaons of $2,000 and mulples of $1,000 thereaer. The Notes are new issues of securies with no established tradingmarkets. We do not intend to apply for lisng of the Notes on any securies exchange. Table of Contents We have not, and the underwriters have not, authorized anyone to provide any informaon other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus and any free wring prospectus prepared by or on behalf of us or to whichwe have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformaon that others may give you. We are not, and the underwriters are not, making an offer of these securies in any jurisdicon where theoffer or sale of such securies is not permied. You should assume that the informaon contained in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein or therein is accurate only as of their respecve dates. Ourbusiness,financial condion, results of operaons and prospects may have changed since those dates. TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementCauonary Note on Forward-Looking StatementsSummaryRisk FactorsUse of ProceedsCapitalizaonDescripon of the NotesMaterial U.S. Federal Income Tax ConsequencesUnderwringValidity of SecuriesExpertsWhere You Can Find More Informaon Prospectus Oracle CorporaonWhere You Can Find More InformaonC