01—Abstract
Summary
Summary of the 8-K filed February 5, 2026. Cited figures are marked; the original filing is the authoritative source.
Oracle Corporation (ORCL) announced a significant financing event through the issuance and sale of 100,000,000 depositary shares representing interests in its 6.50%a Series D Mandatory Convertible Preferred Stock.
This offering, which closed on February 5, 2026, was conducted under Oracle's existing shelf registration statement. The mandatory convertible preferred stock carries a liquidation preference of $100,000b per share and is designed to automatically convert into Oracle's common stock within a specified range of shares on or around January 15, 2029, based on a volume-weighted average price calculation.
02—Key points
Key Highlights
- Oracle successfully closed an offering of 100,000,000 depositary shares of its 6.50% Series D Mandatory Convertible Preferred Stock.
- The offering was made under Oracle's shelf registration statement filed in March 2024 and amended in February 2026.
- The Mandatory Convertible Preferred Stock has a liquidation preference of $100,000 per share.
- The preferred stock accumulates dividends at an annual rate of 6.50%, payable quarterly.
- Each share of Mandatory Convertible Preferred Stock is expected to automatically convert into a variable number of Oracle Common Stock shares (between 499.8126 and 624.7657) on or about January 15, 2029.
- The conversion ratio into common stock will be determined by the average volume-weighted average price of Oracle's common stock over a 20-day trading period prior to January 15, 2029.
- Holders of preferred stock are entitled to a liquidation preference of $100,000 per share plus accumulated dividends before distributions to common stockholders.
03—Questions
Frequently Asked Questions
What is the purpose of this 8-K filing?
This 8-K filing announces Oracle Corporation's entry into a material definitive agreement for the issuance and sale of depositary shares representing interests in its 6.50% Series D Mandatory Convertible Preferred Stock, and the modification to the rights of security holders through the filing of the Certificate of Designations.
What are the key terms of the Mandatory Convertible Preferred Stock?
The stock has a 6.50% annual dividend rate, a liquidation preference of $100,000 per share, and is set to automatically convert into Oracle Common Stock between January 15, 2029, and January 26, 2029. The exact conversion ratio depends on the common stock's average trading price during a specific period.
What is the potential impact on Oracle's common stock?
The potential issuance of new common stock upon conversion of the preferred shares could lead to dilution for existing common stockholders. The precise amount of dilution will depend on the final conversion ratio, which is tied to the future market price of Oracle's common stock.
How does this financing benefit Oracle?
Issuing mandatory convertible preferred stock allows Oracle to raise capital. The structure of the security offers flexibility, as a portion of the dividend payments can be made in common stock, potentially conserving cash in the short to medium term. The mandatory conversion feature also provides certainty on the eventual conversion into equity.
04—Continue