Oracle issues 100M depositary shares of 6.50% Series D Mandatory Convertible Preferred Stock

ORACLE CORP

Total liquidation preference approximately $5B: $100,000 per preferred share, each depositary share representing 1/2000th interest.
Mandatory conversion into common stock by Jan 2029 at a rate between 499.8 and 624.8 common shares per preferred share.
Cumulative dividend at 6.50% annual rate, payable quarterly beginning April 15, 2026; may be paid in cash or common stock.
If preferred dividends are unpaid, Oracle cannot declare common dividends or repurchase common stock or junior stock.
Offering closed February 5, 2026; underwriters include BofA, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, J.P. Morgan.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ORACLE CORP: Filed Certificate of Designations to establish Mandatory Convertible Preferred Stock series (effective 2026-02-05).

Change: charter amendment
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, Oracle filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative special rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon filing.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ORACLE CORP entered into Underwriting Agreement with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters (effective 2026-02-02).

Action: entry
Agreement: underwriting
Counterparty: BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters
Effective: 2026-02-02

Exact text from the filing

On February 2, 2026, Oracle Corporation, a Delaware corporation (“Oracle”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, pursuant to which Oracle agreed to issue and sell 100,000,000 depositary shares (the “Depositary Shares”), each representing a 1/2,000th interest in a share of Oracle’s 6.50% Series D Mandatory Convertible Preferred Stock, liquidation preference $100,000.00 per share, par value $0.01 per share (the “Mandatory Convertible Preferred Stock” and such offering, the “Depositary Shares Offering”).

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Source: SEC EDGAR

accession 0001193125-26-039344

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