Filed Pursuant to Rule 433
Registration No. 333-277990
Issuer Free Writing Prospectus dated January 30, 2025
Relating to Preliminary Prospectus Supplement dated January 30, 2025 (the “Preliminary Prospectus Supplement”)
to Prospectus dated March 15, 2024
ORACLE CORPORATION
FINAL PRICING TERM SHEET
| Floating Rate Notes due 2028 (“2028 Floating Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $500,000,000 | |
| Maturity: | August 3, 2028 | |
| Coupon: | Compounded SOFR, plus 0.760% per year | |
| Price to Public: | 100.000% of the principal amount | |
| Interest Payment Dates: | February 3, May 3, August 3 and November 3, commencing May 3, 2025 | |
| Day Count Convention: | Actual/360 | |
| Optional Redemption: | Oracle Corporation may not redeem the 2028 Floating Rate Notes prior to maturity | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XCX1 / US68389XCX12 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| 4.800% Notes due 2028 (“2028 Fixed Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,500,000,000 | |
| Maturity: | August 3, 2028 | |
| Coupon: | 4.800% | |
| Price to Public: | 99.930% of the principal amount | |
| Interest Payment Dates: | February 3 and August 3, commencing August 3, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.250% due January 15, 2028 | |
| Benchmark Treasury Yield: | 4.252% | |
| Spread to Benchmark Treasury: | +57 basis points | |
| Yield to Maturity: | 4.822% | |
| Optional Redemption: | Prior to July 3, 2028 (one month prior to the maturity date (the “2028 Par Call Date”)), Oracle Corporation may redeem the 2028 Fixed Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Fixed Rate Notes matured on the 2028 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 10 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2028 Fixed Rate Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2028 Par Call Date, Oracle Corporation may redeem the 2028 Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2028 Fixed Rate Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XCY9 / US68389XCY94 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: |
BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC | |
| BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | ||
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| 5.250% Notes due 2032 (“2032 Fixed Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,250,000,000 | |
| Maturity: | February 3, 2032 | |
| Coupon: | 5.250% | |
| Price to Public: | 99.722% of the principal amount | |
| Interest Payment Dates: | February 3 and August 3, commencing August 3, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.500% due December 31, 2031 | |
| Benchmark Treasury Yield: | 4.428% | |
| Spread to Benchmark Treasury: | +87 basis points | |
| Yield to Maturity: | 5.298% | |
| Optional Redemption: | Prior to December 3, 2031 (two months prior to the maturity date (the “2032 Par Call Date”)), Oracle Corporation may redeem the 2032 Fixed Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2032 Fixed Rate Notes matured on the 2032 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 15 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2032 Fixed Rate Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2032 Par Call Date, Oracle Corporation may redeem the 2032 Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Fixed Rate Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XCZ6 / US68389XCZ69 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. | |
| J.P. Morgan Securities LLC | ||
| BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | ||
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| 5.500% Notes due 2035 (“2035 Fixed Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,750,000,000 | |
| Maturity: | August 3, 2035 | |
| Coupon: | 5.500% | |
| Price to Public: | 99.984% of the principal amount | |
| Interest Payment Dates: | February 3 and August 3, commencing August 3, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.250% due November 15, 2034 | |
| Benchmark Treasury Yield: | 4.532% | |
| Spread to Benchmark Treasury: | +97 basis points | |
| Yield to Maturity: | 5.502% | |
| Optional Redemption: | Prior to May 3, 2035 (three months prior to the maturity date (the “2035 Par Call Date”)), Oracle Corporation may redeem the 2035 Fixed Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Fixed Rate Notes matured on the 2035 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 15 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2035 Fixed Rate Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2035 Par Call Date, Oracle Corporation may redeem the 2035 Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Fixed Rate Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XDA0 / US68389XDA00 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: |
BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| 6.000% Notes due 2055 (“2055 Fixed Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,750,000,000 | |
| Maturity: | August 3, 2055 | |
| Coupon: | 6.000% | |
| Price to Public: | 99.805% of the principal amount | |
| Interest Payment Dates: | February 3 and August 3, commencing August 3, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.250% due August 15, 2054 | |
| Benchmark Treasury Yield: | 4.794% | |
| Spread to Benchmark Treasury: | +122 basis points | |
| Yield to Maturity: | 6.014% | |
| Optional Redemption: | Prior to February 3, 2055 (six months prior to the maturity date (the “2055 Par Call Date”)), Oracle Corporation may redeem the 2055 Fixed Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2055 Fixed Rate Notes matured on the 2055 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 20 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2055 Fixed Rate Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2055 Par Call Date, Oracle Corporation may redeem the 2055 Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2055 Fixed Rate Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XDB8 / US68389XDB82 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| 6.125% Notes due 2065 (“2065 Fixed Rate Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,000,000,000 | |
| Maturity: | August 3, 2065 | |
| Coupon: | 6.125% | |
| Price to Public: | 99.717% of the principal amount | |
| Interest Payment Dates: | February 3 and August 3, commencing August 3, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.250% due August 15, 2054 | |
| Benchmark Treasury Yield: | 4.794% | |
| Spread to Benchmark Treasury: | +135 basis points | |
| Yield to Maturity: | 6.144% | |
| Optional Redemption: | Prior to February 3, 2065 (six months prior to the maturity date (the “2065 Par Call Date”)), Oracle Corporation may redeem the 2065 Fixed Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2065 Fixed Rate Notes matured on the 2065 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 25 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2065 Fixed Rate Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2065 Par Call Date, Oracle Corporation may redeem the 2065 Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2065 Fixed Rate Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | January 30, 2025 | |
| Settlement Date: | February 3, 2025 (T+2) | |
| CUSIP / ISIN Numbers: | 68389XDC6 / US68389XDC65 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by contacting BofA Securities, Inc., Telephone: 1-800-294-1322; Citigroup Global Markets Inc., Telephone: 1-800-831-9146; Goldman Sachs & Co. LLC, Telephone: 1-866-471-2526; HSBC Securities (USA) Inc., Telephone: 1-866-811-8049; J.P. Morgan Securities LLC, Telephone: 1-212-834-4533, or by emailing Oracle Corporation’s Investor Relations at [email protected].
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