Amending the charter to create a new class of stock — Oracle mandatory convertible preferred at scale

1Why three items stand together

Issuing a new class of stock raises several 8-K items at once. Signing an underwriting agreement calls up Item 1.01, entry into a material definitive agreement. New preferred stock affecting the rights of existing holders calls up Item 3.03, material modification to rights of security holders.

Filing the certificate of designations that establishes those terms calls up Item 5.03, amendments to articles of incorporation or bylaws. The combination shows that one financing carried an amendment to the company foundational documents.

2What was issued

A liquidation preference of $100,000 per preferred share is far too large a unit for investors to trade directly. A depositary therefore holds the preferred stock and issues depositary shares representing a 1/2,000th interest, which investors can trade in that smaller unit. The 100,000,000 depositary shares correspond to 50,000 preferred shares.

3What mandatory convertible means

Mandatory convertible preferred stock converts into common stock at a set time regardless of the holder wishes. For the issuer it pays a dividend as preferred stock at first while not accumulating as debt, since it becomes common stock eventually. For the investor it pays a fixed rate until conversion, after which the position follows the common stock.

This site also covers other financings by the same company, showing instruments positioned between equity and debt in use.

4The rarity of Items 3.03 and 5.03

Of the 644 SEC filings this site holds as of 2026-09-02, 442 are 8-K family filings, of which 5 include Item 3.03 and 12 include Item 5.03. Against 162 carrying results and 116 carrying officer changes, these are few — items that appear only when the basic machinery of the company is altered.