Oracle Reports Offering of 100 Million Depositary Shares
Summary
Oracle Corporation entered into an underwriting agreement on February 2, 2026, to issue and sell 100,000,000 depositary shares, each representing a 1/2,000th interest in its 6.50% Series D Mandatory Convertible Preferred Stock. The offering closed on February 5, 2026. A Deposit Agreement was dated February 5, 2026, with Equiniti Trust Company, LLC as Depositary (via Ex. 4.2). * The Certificate of Designations for the Preferred Stock was filed on February 5, 2026 (via Ex. 3.1). * The Preferred Stock has a liquidation preference of $100,000.00 per share and accumulates dividends at an annual rate of 6.50%. * Each Depositary Share will automatically convert into between 0.2499 and 0.3124 shares of Common Stock.
Why It Matters
The issuance of 100,000,000 depositary shares, representing 6.50% Series D Mandatory Convertible Preferred Stock, significantly alters Oracle's capital structure and introduces potential future common stock dilution upon conversion.
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Key Quote
“50% Series D Mandatory Convertible Preferred Stock, liquidation preference $100,000.”
— From Item 1.01
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001341439
- Filing Date
- Thursday, February 5, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- neutral