Filed Pursuant to Rule 424(b)(2)
Registration No. 333-277990
Prospectus Supplement
(To Prospectus dated March 15, 2024)
$6,250,000,000
ORACLE CORPORATION
$1,500,000,000 4.200 % Notes due 2029
$1,750,000,000 4.700 % Notes due 2034
$1,750,000,000 5.375 % Notes due 2054
$1,250,000,000 5.500 % Notes due 2064
Oracle Corporation is offering $1,500,000,000
aggregate principal amount of 4.200% notes due 2029 (the 2029 Notes), $1,750,000,000 aggregate principal amount of 4.700% notes due 2034 (the 2034 Notes), $1,750,000,000 aggregate principal amount of 5.375% notes due 2054
(the 2054 Notes) and $1,250,000,000 aggregate principal amount of 5.500% notes due 2064 (the 2064 Notes and, together with the 2029 Notes, the 2034 Notes and the 2054 Notes, the Notes).
The 2029 Notes will bear interest at the rate of 4.200% per year, the 2034 Notes will bear interest at the rate of 4.700% per year, the 2054 Notes will
bear interest at the rate of 5.375% per year and the 2064 Notes will bear interest at the rate of 5.500% per year. Interest on the Notes will be payable semi-annually on March 27 and September 27, commencing March 27, 2025.
The 2029 Notes will mature on September 27, 2029, the 2034 Notes will mature on September 27, 2034, the 2054 Notes will mature on
September 27, 2054 and the 2064 Notes will mature on September 27, 2064.
We may redeem the Notes of any series, in whole or in part, at
any time, each at the applicable redemption prices indicated under the heading Description of the NotesOptional Redemption beginning on page S-11 of this prospectus supplement. The Notes will
rank equally with all of our other existing and future unsecured and unsubordinated indebtedness from time to time outstanding.
Investing in the Notes involves risks. See
Risk Factors beginning on page S-5 of this prospectus supplement and see Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, which is incorporated by reference herein, for a discussion of certain risks that should be considered in connection with an investment in the Notes.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public offer price(1) |
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Underwriting discount |
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Proceeds before expenses, to us |
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2029 Notes |
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99.902% |
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0.150% |
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99.752% |
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Total |
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$ |
1,498,530,000 |
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$ |
2,250,000 |
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$ |
1,496,280,000 |
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2034 Notes |
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99.708% |
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0.200% |
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99.508% |
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Total |
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$ |
1,744,890,000 |
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$ |
3,500,000 |
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$ |
1,741,390,000 |
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2054 Notes |
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99.719% |
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0.400% |
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99.319% |
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Total |
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$ |
1,745,082,500 |
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$ |
7,000,000 |
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$ |
1,738,082,500 |
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2064 Notes |
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99.615% |
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0.400% |
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99.215% |
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Total |
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$ |
1,245,187,500 |
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$ |
5,000,000 |
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$ |
1,240,187,500 |
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Total |
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$ |
6,233,690,000 |
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$ |
17,750,000 |
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$ |
6,215,940,000 |
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(1) |
Plus accrued interest, if any, from September 27, 2024, if settlement occurs after that date.
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The Notes will be issued in book-entry form only, in denominations of $2,000 and multiples of $1,000 thereafter. The Notes are
new issues of securities with no established trading markets. We do not intend to apply for listing of the Notes on any securities exchange.
The underwriters expect to deliver the Notes
to purchasers through the book-entry delivery system of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., on or about September 27, 2024, which is the second business day
following the date of this prospectus supplement. See Underwriting in this prospectus supplement.
Joint Book-Running Managers
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BofA Securities |
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Citigroup |
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Goldman Sachs & Co. LLC |
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HSBC |
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J.P. Morgan |
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BNP PARIBAS |
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Deutsche Bank Securities |
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PNC Capital Markets LLC |
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SMBC Nikko |
Co-Managers
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NatWest Markets |
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Santander |
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TD Securities |
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BNY Capital Markets |
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Credit Agricole CIB |
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ING |
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Standard Chartered Bank |
September 25, 2024