甲骨文美股招股说明书(2026-02-02版)

Oracle Corporation is offering100,000,000 depositary shares (“Depositary Shares”), each of which represents a 1/2,000th interest in a share of our% SeriesD Mandatory Convertible Preferred Stock, par value $0.01 per share (“Mandatory Convertible Preferred Stock”). The shares of Mandatory ConvertiblePreferred Stock will be deposited with Equiniti Trust Company, LLC, as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares willbe entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend,liquidation and voting rights, subject to the provisions of such deposit agreement. Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or anauthorized committee of our board of directors, at an annual rate of% on the liquidation preference of $100,000 per share. We may pay declareddividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.01 per share, or in any combination of cash and common stockon January15, April15, July15 and October15 of each year, commencing on, and including, April15, 2025 and ending on, and including, January15, 2029. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $100,000 (and, correspondingly, each Depositary Sharerepresents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert onthe second business day immediately following the last trading day of thefinal averaging period (as defined below) into betweenandshares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined basedon the average VWAP (as defined herein) of our common stock over the 20-trading-day period beginning on, and including, the 21st scheduled trading dayprior to January15, 2029, which we refer to herein as the “final averaging period.” At any time prior to January15, 2029, a holder of 2,000 Depositary Sharesmay cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, into a number of shares of ourcommon stock equal to the minimum conversion rate of, subject to anti-dilution adjustments. If a holder of 2,000 Depositary Shares causes the bankdepositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, during a specified period beginning on the effectivedate of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled to amake whole dividend amount (as described herein). Concurrently with this offering and pursuant to a separate prospectus supplement, we are making a public offering of $aggregate principalamount of senior notes (collectively, the “Notes,” and the offering thereof, the “Notes Offering”). In addition, concurrently with this offering and pursuant to aseparate prospectus supplement, we are entering into an Equity Distribution Agreement with certain agents under which we may sell up to $20billion ofshares of our common stock in “at-the-market” transactions from time to time (the “ATM Program” and, together with the Notes Offering, the “ConcurrentFinancing Transactions”). The closing of this offering is not conditioned upon the closing of the Notes Offering or entry into the ATM Program. Neither theclosing of the Notes Offering nor entry into the ATM Program is conditioned upon the closing of this offering. We cannot assure you that the Notes Offering orthe establishment of the ATM Program will be completed on the terms described herein, or at all. Nothing contained herein shall constitute an offer to sell or asolicitation of an offer to buy any of the Notes or the common stock being offered in the ATM Program. See the section titled “Concurrent FinancingTransactions.” Prior to this offering, there has been no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. We intend to apply tolist the Depositary Shares on the New York Stock Exchange under the symbol “ORCL-PRD.” Our common stock is listed on the New York Stock Exchangeunder the symbol “ORCL.” Investing in the Depositary Shares involves risks. See “Risk Factors” beginning on page S-13 of this prospectus supplement and see Part I, Item 1A.“Risk Factors” of our Annual Report on Form 10-K for thefiscal year ended May31, 2025, which is incorporated by reference herein, for a discussion ofcertain risks that should be considered in connection with an investment in the Depositary Shares. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying p