甲骨文美股招股说明书(2025-09-25版)

Oracle Corporaon is offering $3,000,000,000 aggregate principal amount of 4.450% notes due 2030 (the “2030 Notes”), $3,000,000,000 aggregate principal amount of 4.800%notes due 2032 (the “2032 Notes”), $4,000,000,000 aggregate principal amount of 5.200% notes due 2035 (the “2035 Notes”), $2,500,000,000 aggregate principal amount of 5.875% notesdue 2045 (the “2045 Notes”), $3,500,000,000 aggregate principal amount of 5.950% notes due 2055 (the “2055 Notes”) and $2,000,000,000 aggregate principal amount of 6.100% notesdue 2065 (the “2065 Notes” and, together with the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2045 Notes and the 2055 Notes, the “Notes”). The 2030 Notes will bear interest at the rate of 4.450% per year, the 2032 Notes will bear interest at the rate of 4.800% per year, the 2035 Notes will bear interest at the rate of5.200% per year, the 2045 Notes will bear interest at the rate of 5.875% per year, the 2055 Notes will bear interest at the rate of 5.950% per year and the 2065 Notes will bear interest at therate of 6.100% per year. Interest on the Notes will be payable semi-annually on March26 and September26, commencing March26, 2026. The 2030 Notes will mature on September26, 2030, the 2032 Notes will mature on September26, 2032, the 2035 Notes will mature on September26, 2035, the 2045 Notes willmature on September26, 2045, the 2055 Notes will mature on September26, 2055 and the 2065 Notes will mature on September26, 2065. We may redeem the Notes of any series, in whole or in part, at anyme, each at the applicable redempon prices indicated under the heading “Descripon of the Notes—OponalRedempon” beginning on pageS-12of this prospectus supplement. The Notes will rank equally with all of our other 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. 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 InformaonCauonary Note on Forward-Looking StatementsUse of ProceedsDescripon of Capital StockDescripon of Debt SecuriesDescripon of Warrants Descripon of Purchase Contracts Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering. This prospectussupplement also incorporates by reference the informaon described under “Where You Can Find More Informaon.” The second part is theaccompanying prospectus dated March15, 2024. The accompanying prospectus contains a descripon of our debt securies and gives more generalinformaon, some of which may not apply to this offering. If the descripon of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on theinformaon in this prospectus supplement. Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement to “Oracle,” “we,” “us” and“our” or similar terms are to Oracle Corporaon and its consolidated subsidiaries. Table of Contents CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and documents that are incorporated by reference in this prospectus supplementcontain statements that are not historical in nature, are predicve in nature, or that depend upon or refer to future events or condions or otherwisecontain forward-looking statements wi