ORACLE CORP 8-K

What Happened

• Oracle Corporation announced two capital-market actions in early February 2026. On February 2, 2026, Oracle entered an Equity Distribution Agreement to sell up to $20.0 billion of its common stock through an “at‑the‑market” (ATM) program using a group of sales agents. A joinder on February 3, 2026 added additional sales agents to the program.
• On February 4, 2026, Oracle completed a public notes offering totaling $25.0 billion aggregate principal across eight tranches: $500M floating‑rate notes due 2029; $3.0B 4.550% notes due 2029; $3.5B 4.950% notes due 2031; $3.0B 5.350% notes due 2033; $5.0B 5.700% notes due 2036; $2.25B 6.550% notes due 2046; $5.0B 6.700% notes due 2056; and $2.75B 6.850% notes due 2066. The offering was underwritten by major banks and the proceeds are for general corporate purposes.

Key Details

• Equity ATM: up to $20.0 billion of common stock; Sales Agents include BofA, Citi, Deutsche Bank, Goldman Sachs, J.P. Morgan and others; commission up to 0.50% of gross proceeds; Oracle is not required to sell any shares and may suspend the program at any time.
• Notes Issued: $25.0 billion total across eight maturities (see amounts and coupons above); issued under existing indenture and sold pursuant to a February 2, 2026 underwriting agreement.
• Use of Proceeds: Net proceeds from the notes are for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions, and payment of dividends or share repurchases.
• Registration: Equity sales will be made under Oracle’s Form S‑3 shelf registration (File No. 333‑277990); prospectus supplements were filed in connection with the ATM and notes offerings.

Why It Matters

• The ATM program gives Oracle flexibility to raise equity capital up to $20B over time; any shares sold would dilute existing shareholders proportionally. The program’s size and low commission rate make it an efficient, on‑demand way to issue shares when management chooses.
• The $25B note issuance materially increases Oracle’s outstanding debt and provides cash for a range of corporate uses (including potential buybacks or dividends). Investors should watch how Oracle deploys these proceeds and any impact on leverage, interest expense and capital return plans.