Oracle Corp. Files 8-K Report

TL;DR

Oracle filed an 8-K on Feb 3, 2025, covering other events and financials.

AI Summary

On February 3, 2025, Oracle Corp. filed an 8-K report detailing other events and financial statements. The filing includes information related to its common stock and senior notes, with its principal executive offices located at 2300 Oracle Way, Austin, Texas.

Why It Matters

This filing provides an update on Oracle's corporate events and financial disclosures, which is important for investors to stay informed about the company's status.

Risk Assessment

Risk Level: low — This is a routine filing providing standard corporate and financial information without any immediate material changes or events.

Key Players & Entities

• Oracle Corp. (company) — Registrant
• February 3, 2025 (date) — Date of Report
• 2300 Oracle Way, Austin, Texas 78741 (address) — Principal executive offices
• 54-2185193 (document_id) — IRS Employer Identification No.
• 001-35992 (document_id) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share 3.125% senior notes due Jul
• $7.75 Billion — s Item8.01 Other Events Issuance of $7.75 Billion Aggregate Principal Amount of Notes O
• $500,000,000 — ") consummated the issuance and sale of $500,000,000 aggregate principal amount of its Float
• $1,500,000,000 — nt of its Floating Rate Notes due 2028, $1,500,000,000 aggregate principal amount of its 4.800
• $1,250,000,000 — al amount of its 4.800% Notes due 2028, $1,250,000,000 aggregate principal amount of its 5.250
• $1,750,000,000 — al amount of its 5.250% Notes due 2032, $1,750,000,000 aggregate principal amount of its 5.500
• $1,000,000,000 — amount of its 6.000% Notes due 2055 and $1,000,000,000 aggregate principal amount of its 6.125

Filing Documents

• d927919d8k.htm (8-K) — 30KB
• d927919dex41.htm (EX-4.1) — 313KB
• d927919dex51.htm (EX-5.1) — 12KB
• g927919g0201074706717.jpg (GRAPHIC) — 3KB
• g927919img1.jpg (GRAPHIC) — 5KB
• 0001193125-25-019281.txt ( ) — 585KB
• orcl-20250203.xsd (EX-101.SCH) — 4KB
• orcl-20250203_def.xml (EX-101.DEF) — 13KB
• orcl-20250203_lab.xml (EX-101.LAB) — 21KB
• orcl-20250203_pre.xml (EX-101.PRE) — 14KB
• d927919d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2025 Oracle Corporation (Exact name of registrant as specified in its charter) Delaware 001-35992 54-2185193 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2300 Oracle Way , Austin , Texas 78741 (Address of principal executive offices) (Zip Code) (737) 867-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share 3.125% senior notes due July 2025 ORCL New York Stock Exchange New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Section 8—Other Events Item8.01 Other Events Issuance of $7.75 Billion Aggregate Principal Amount of Notes On February 3, 2025, Oracle Corporation ("Oracle") consummated the issuance and sale of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2028, $1,500,000,000 aggregate principal amount of its 4.800% Notes due 2028, $1,250,000,000 aggregate principal amount of its 5.250% Notes due 2032, $1,750,000,000 aggregate principal amount of its 5.500% Notes due 2035, $1,750,000,000 aggregate principal amount of its 6.000% Notes due 2055 and $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2065 (collectively, the "Notes"), pursuant to an underwriting agreement dated January 30, 2025 among Oracle and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 13, 2006 (the "Indenture") among Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007 (the "First Supplemental Indenture") among Oracle, Citibank, N.A. and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, and an officers' certificate issued pursuant thereto. The Notes are being offered pursuant to Oracle's Registration Statement on Form S-3 filed on March 15, 2024 (Reg. No. 333-277990), including the prospectus contained therein (the "Registration Statement") and a related preliminary prospectus supplement dated January 30, 2025 and prospectus supplement dated January 30, 2025. Oracle intends to use a portion of the net proceeds of the offering to repay all or a portion of its 2.95% Notes due May 2025, 3.125% Notes due July 2025, 5.80% Notes due November 2025, 1.65% Notes due March 2026 and 2.65% Notes due July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith. Oracle also intends to use a portion of the net proceeds from the offering to make scheduled payments of principal and interest on borrowings under its Term Loan Credit Agreement dated June 10, 2024. Any remaining net proceeds from the offering may be used for general corporate purposes, which may include stock repurchases, payment of cash dividends on its common stock, repayment of other indebtedness and future acquisitions. The material terms and conditions of the Notes are set forth in the Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein, in the Indenture filed as Exhibit 10.34 to the Current Report on Form 8-K filed by Oracle Systems Corporation on January 20, 2006, and in the First Supplemental Indenture

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View this 8-K filing on SEC EDGAR