ORCL 8-K: Oracle launches $20B ATM equity program and issues $25B in notes

Oracle launches $20B ATM equity program and issues $25B in notes

ORACLE CORP

Entered ATM offering for up to $20B of common stock, with up to 0.50% sales agent commission.

Issued $25B aggregate principal across eight tranches: floating rate 2029, fixed 4.55%-6.85% due 2029-2066.

Net proceeds from both financings for general corporate purposes, including capex, debt repayment, M&A, dividends, buybacks.

Notes offering underwritten by BofA, Citi, Deutsche Bank, Goldman Sachs, HSBC, J.P. Morgan among others.

ATM program effective Feb 2, 2026; note issuance consummated Feb 4, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

ORACLE CORP entered into Equity Distribution Agreement with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., BNP Paribas Securities Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC, TD Secur valued at $20.0 billion (effective 2026-02-02).

Action: entry
Agreement: atm program
Counterparty: BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., BNP Paribas Securities Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC, TD Secur
Value: $20.0 billion
Effective: 2026-02-02

Exact text from the filing

On February 2, 2026, Oracle Corporation, a Delaware corporation ("Oracle") entered into an equity distribution agreement (the "Equity Distribution Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as sales agents, to sell shares of common stock, par value $0.01 per share, of Oracle (the "Common Stock") having aggregate sales proceeds of up to $20.0 billion (the "Shares"), from time to time, through an "at-the-market" offering program (the "ATM Offering").

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