ORACLE CORP

Equity Distribution Agreement On February 2, 2026, Oracle Corporation, a Delaware corporation (“Oracle”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as sales agents, to sell shares of common stock, par value $0.01 per share, of Oracle (the “Common Stock”) having aggregate sales proceeds of up to $20.0 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”). On February 3, 2026, HSBC Securities (USA) Inc., BNP Paribas Securities Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Santander US Capital Markets LLC, TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., ING Financial Markets LLC and Wells Fargo Securities, LLC executed a joinder agreement to the Equity Distribution Agreement, pursuant to which each became a sales agent thereunder (each, together with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, a “Sales Agent” and collectively, the “Sales Agents”). Upon delivery of a placement notice and subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of the New York Stock Exchange to sell the Shares from time to time based upon Oracle’s instructions for the sales, including any price, time or size limits specified by Oracle. Under the Equity Distribution Agreement, the Sales Agents may sell the Shares by any method permitted by law, including ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or through a combination of any such methods of sale. We may also in the future elect to sell, through the Sales Agents or through others (whether acting as agent or principal), shares of Common Stock for forward settlement. The Sales Agents’ obligations to sell the Shares under the Equity Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Equity Distribution Agreement provides that the Sales Agents will be entitled to compensation for their services in the form of a commission of up to 0.50% of the aggregate gross proceeds from each sale of the Shares, and Oracle has agreed to reimburse the Sales Agents for certain specified expenses. Oracle has also agreed to provide the Sales Agents with customary indemnification and contribution rights. Oracle is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated for any reason by Oracle at any time by giving written notice to the Sales Agents or by any Sales Agent at any time, with respect to such Sales Agent only, by giving written notice to Oracle. The sales and issuances of the Shares under the Equity Distribution Agreement will be made pursuant to Oracle’s shelf registration statement on Form S-3 (File No. 333-277990) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024, as amended by that post-effective Amendment filed with the SEC on February 2, 2026. On February 2, 2026 and February 3, 2026, Oracle filed prospectus supplements with the SEC in connection with the offer and sale of the Shares pursuant to the Equity Distribution Agreement. The foregoing description of the Equity Distribution 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 ATM Offering, the legal opinion as to the legality of the Shares 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. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Equity Distribution Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Section 8—Other Events