ORCL: Other company developments

Item 8.01 Other Events Issuance of $10 Billion of Common Stock On November 2, 2026, Oracle Corporation, a Delaware corporation (“Oracle”), entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which Oracle agreed to issue and sell 86,206,897 shares of its common stock, par value $0.01 per share (the “Common Stock” and such offering, the “Common Stock Offering”). The Common Stock Offering closed on November 4, 2026. The Common Stock Offering was made pursuant to Oracle’s automatic shelf registration statement on Form S-3 (File No. 333-299752), including the prospectus contained therein (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2026, and a related preliminary prospectus supplement dated November 2, 2026 and prospectus supplement dated November 2, 2026. The foregoing description of the Common Stock Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the Common Stock Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference. Issuance of $10 Billion Aggregate Principal Amount of Notes On November 4, 2026, Oracle consummated the issuance and sale of $2,000,000,000 principal amount of its 7.000% Notes due 2029, $1,750,000,000 principal amount of its 7.450% Notes due 2031, $2,250,000,000 principal amount of its 7.850% Notes