Executive Brief

  • Oracle Corporation issued $18 billion aggregate principal amount of senior notes across six maturities on September 26, 2025 (Item 8.01).
  • Notes issued: $3B 4.450% due 2030, $3B 4.800% due 2032, $4B 5.200% due 2035, $2.5B 5.875% due 2045, $3.5B 5.950% due 2055, $2B 6.100% due 2065 (Item 8.01).
  • Underwriting syndicate led by BofA Securities, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, and J.P. Morgan (Item 8.01).
  • Notes issued under existing Indenture dated January 13, 2006, as amended May 9, 2007 (Item 8.01).
  • Net proceeds for general corporate purposes including capex, debt repayment, investments, acquisitions, dividends, or share repurchases (Item 8.01).
  • Redemption terms include optional redemption at specified prices prior to par call dates and at par thereafter; no sinking fund or conversion features (Exhibit 4.1).
  • Interest payment semiannual, with specific record and payment dates detailed for 2030 Notes (Exhibit 4.1).
  • This is new information; no prior announcement referenced (Item 8.01).
  • Legal opinion and consent from Freshfields US LLP included (Exhibits 5.1, 23.1).
  • No financial statements included; only officers’ certificate and note forms filed as exhibits (Item 9.01).

Item-by-Item Analysis

Item 8.01 – Other Events

  • What happened: Oracle consummated issuance and sale of $18 billion aggregate principal amount of senior notes across six series on September 26, 2025.
  • Parties/terms:
    • Notes and amounts:
      • $3B 4.450% Notes due 2030
      • $3B 4.800% Notes due 2032
      • $4B 5.200% Notes due 2035
      • $2.5B 5.875% Notes due 2045
      • $3.5B 5.950% Notes due 2055
      • $2B 6.100% Notes due 2065
    • Underwriters: BofA Securities, Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs, HSBC Securities, J.P. Morgan Securities (representatives).
    • Issuance pursuant to Indenture dated January 13, 2006, as amended May 9, 2007.
    • Notes offered under Oracle’s Form S-3 Registration Statement filed March 15, 2024 (Reg. No. 333-277990) and prospectus supplements dated September 24, 2025.
    • Use of proceeds: general corporate purposes including capital expenditures, debt repayment, investments, acquisitions, dividends, or share repurchases.
    • Redemption terms (example for 2030 Notes): redeemable at specified redemption prices prior to par call date (August 26, 2030) based on Treasury Rate plus 15 bps, or at 100% principal plus accrued interest thereafter.
    • No sinking fund or conversion rights.
    • Interest payments semiannual; for 2030 Notes, March 26 and September 26, starting March 26, 2026.
  • Conditions/closing: consummated on September 26, 2025.
  • Source: (Item 8.01, entire section), (Exhibit 4.1 Officers’ Certificate).

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed:
    • 4.1 Officers’ Certificate dated September 26, 2025, setting forth terms of the Notes.
    • 5.1 Opinion of Freshfields US LLP.
    • 23.1 Consent of Freshfields US LLP (contained in Exhibit 5.1).
    • EX-104 Inline XBRL cover page.
  • No financial statements or pro forma financials included.
  • Source: (Item 9.01, Exhibits list).

Exhibits Summary

  • Exhibit 4.1: Detailed terms of each note series including principal amounts, interest rates, maturity dates, redemption provisions, payment dates, and trustee information.
  • Exhibit 5.1 and 23.1: Legal opinion and consent from Freshfields US LLP confirming validity of issuance.
  • No press release or investor presentation attached.

Financial & Dilution Impact

  • $18 billion gross proceeds expected; net proceeds for general corporate purposes.
  • Potential uses include capital expenditures, debt repayment, investments, acquisitions, dividends, or share repurchases.
  • No immediate dilution as notes are debt instruments.
  • Interest rates range from 4.450% to 6.100%, with maturities from 2030 to 2065.
  • No sinking fund or conversion features, so no automatic amortization or equity dilution.
  • Redemption options may affect future cash flows depending on Oracle’s decisions.

Timeline & Required Actions

  • Notes issued and effective September 26, 2025.
  • Interest payments commence March 26, 2026 (for 2030 Notes; others not detailed but likely similar).
  • Redemption options available prior to par call dates (e.g., August 26, 2030 for 2030 Notes).
  • No shareholder or regulatory approvals noted as conditions.
  • Future filings may include periodic reports referencing debt outstanding.

Risks & Monitoring

  • Interest rate risk given fixed coupon rates and long maturities.
  • Redemption risk: Oracle may redeem notes early, affecting yield.
  • Use of proceeds is broad; monitoring capital allocation decisions important.
  • No material adverse change or MAC clauses disclosed.
  • No restatement or liquidity concerns noted.

Metadata & Quality Checks

  • No OCR or formatting issues detected.
  • Non-GAAP financial measures: None referenced.
  • Forward-looking statements: None explicitly stated.
  • Related-party transactions: None disclosed.

Final Checklist

  • Items identified and analyzed: 8.01, 9.01
  • Exhibits summarized: 4.1, 5.1, 23.1, EX-104
  • Financial impact quantified where possible
  • Timeline and risks detailed
  • Neutral, precise, and concise language used

Summary

Oracle Corporation issued $18 billion of senior notes across six maturities on September 26, 2025, under an existing Indenture. The notes bear fixed interest rates from 4.450% to 6.100%, mature between 2030 and 2065, and include redemption provisions allowing Oracle to redeem prior to maturity at specified prices. Proceeds will fund general corporate purposes including debt repayment and capital allocation activities. Legal opinions and officers’ certificates accompany the filing. Investors should monitor Oracle’s use of proceeds, redemption activity, and interest expense impact over time.

Original Filing