Oracle (ORCL) 10-K risk factor changes: FY2026 vs FY2025

We have continued to refresh and release new offerings of our cloud products and services, but if we are unable to develop new or sufficiently differentiated products and services, enhance and improve our product offerings and support services in a timely manner or position and price our products and services to meet demand, customers may not purchase or subscribe to our [removed: license,] [added: software,] hardware or cloud offerings or renew [removed: license] [added: software] support, hardware support or cloud subscriptions contracts.

[removed: infrastructure] [added: it takes more time or] costs [added: more than anticipated] to [added: build out the infrastructure required to] deliver new or enhanced products and [removed: services take longer or result in greater costs than anticipated;][added: services;]

we are unable to accurately anticipate, [added: pay for,] plan for and manage future data center capacity needs in a timely manner to meet current or expected customer demand;

sanctions, tariffs, export controls, geopolitical [removed: instability] [added: instability, strained economic relationships between countries] and related market disruptions or other regulatory, legislative or [removed: other] trade and non-tariff barriers, including retaliatory measures, impede or prevent us from serving certain customers [added: based on their location, jurisdiction of incorporation, ownership, control] or [added: other ties to restricted jurisdictions, or] restrict [added: us or] our customers from operating in specific jurisdictions;

inflation, trade policy, geopolitical conditions and other macroeconomic factors reduce customer demand [added: or their ability to pay] for our products and services or cause us to be unable to meet current or expected customer demand;

In addition, our profitability and revenues could be adversely impacted if we lose one or more of our key customers for any reason, including as a result of any of the factors discussed [removed: above.][added: above, or if one or more of our key customers experiences insolvency, bankruptcy or other issues impacting their creditworthiness.]

We have [removed: invested,] [added: made significant investments in AI initiatives, including investments in infrastructure] and [added: headcount, and we] expect to continue to [removed: invest,] [added: invest] significant resources to build and support our AI [removed: products.][added: products in support of our growth strategy.]

If we are unable to introduce new AI [removed: products] [added: products,] or if our AI products fail to operate as anticipated or as well as competing products or otherwise do not meet customer needs, [removed: or] if our competitors’ AI products achieve higher market acceptance than ours, [added: or if] we [added: incur costs higher than expected to build and support our AI products, we] may fail to [added: recoup our investments in AI and our business and reputation may be harmed.]

[removed: Further, if we do not] continue to invest significant resources to develop and support our AI products, we may fall behind technological developments and evolving industry standards, which would likewise harm our ability to compete.

[removed: In addition,] AI technologies are rapidly changing and present evolving legal, regulatory and ethical issues, including claims of bias, discrimination, a perceived lack of transparency, as well as sometimes unpredictable behaviors or [removed: improper] [added: inadvertent] use [added: or incorporation in model training or outputs] of copyrighted or other protected material, such as personal and patient health information, any of which could expose us or our customers to reputational or legal risk and inhibit adoption of our AI products.

Regulatory uncertainty, including the lack of comprehensive federal legislation and a patchwork of existing and proposed frameworks and regulatory initiatives in numerous jurisdictions, may expose us to compliance [removed: challenges] [added: challenges, costs] and [removed: uncertainties.][added: uncertainties requiring us to manage varying and sometimes conflicting expectations in the U.S. and globally, including potential government restrictions on AI infrastructure, compute resources, model weights, cross-border AI services, customer access and localization or nationalization initiatives.]

Our failure to adapt to these changes, or any failure by our employees, contractors, partners, [removed: suppliers] [added: suppliers, customers] or agents to comply with laws and regulations applicable to our AI products or our related policies and procedures, could result in legal, financial and reputational consequences including, but not limited to, being required to adjust or limit our product offerings or our use of AI in certain jurisdictions to comply with new and evolving AI laws and regulations.

If we do not successfully execute our Oracle Cloud strategy, including our offerings of Oracle [removed: Cloud Services,] [added: Cloud,] our revenues and profitability may decline. We provide our cloud and other offerings to customers worldwide via a variety of deployment models, including via our cloud-based OCA and OCI offerings.

Additionally, the increasing prevalence of various cloud offering models by us and our competitors may unfavorably impact the pricing of our cloud and [removed: license] [added: software] offerings.

As customer demand for our cloud offerings increases, we experience volatility in our reported revenues and operating results due to the differences in timing of revenue recognition between our [removed: cloud license and on-premise] [added: software] license and hardware product arrangements relative to our cloud offering arrangements.

In addition, we may not be able to accurately anticipate customer transitions [removed: from] [added: from,] or be able to sufficiently backfill reduced customer demand [removed: for] [added: for,] our [removed: license,] [added: software,] hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle [removed: Cloud Services,] [added: Cloud,] which could adversely affect our revenues and profitability.

[removed: If] [added: If] we are unable to secure data center capacity at affordable rates or do not accurately plan for and manage our infrastructure capacity requirements, our profitability may [removed: decline. As a part of our Oracle Cloud strategy, we plan our investment levels based on estimates of future revenues and customer demand and future anticipated rates of growth.][added: decline.]

In connection with these investments, we [added: have] entered, and expect to continue to enter, into long-term lease commitments with third-party data center providers and other significant commitments with suppliers of chips and other data center infrastructure.

Data centers in geographies that we rely on may [removed: also] be unavailable on commercially reasonable terms or at all.

[removed: Moreover, we] [added: We] do not control the operation of these third-party data centers, and they may suffer interruptions in service from events beyond our control, including from acts of government, natural events, power loss, break-ins or misconduct by those third parties.

[removed: In addition, we] [added: We also] rely on third-party suppliers to provide equipment and components required to outfit these data centers on a timely basis.

Our products and services may not function properly if we experience significant coding, manufacturing or configuration errors in our cloud, [removed: license] [added: software] and hardware offerings. Despite testing prior to the release and throughout the lifecycle of a product or service, our cloud, [removed: license] [added: software] and hardware offerings sometimes contain coding, manufacturing or configuration errors that can impact their function, performance and security, and result in other negative consequences.

The detection and correction of any errors in released cloud, [removed: license] [added: software] or hardware offerings can be time consuming and costly.

Errors in our cloud, [removed: license] [added: software] or hardware offerings, or errors embedded in third-party software products or services incorporated into our own products, can affect their ability to properly function, integrate or operate with other cloud, [removed: license] [added: software] or hardware offerings; result in service interruptions, delays or outages of our cloud offerings; create security vulnerabilities in our products or services; delay the development or release of new products or services or new versions of products or services; and adversely affect market acceptance of our products or services.

If we experience any of these errors, or if there are delays in releasing our cloud, [removed: license] [added: software] or hardware offerings or new versions of these offerings, our sales could be affected and revenues could decline.

Enterprise customers rely on our cloud, [removed: license] [added: software] and hardware offerings and related services to run their businesses, and errors in our cloud, [removed: license] [added: software] and hardware offerings and related services could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.

Our enterprise cloud, [removed: license] [added: software] and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world, many of which have well-developed customer bases and strong brand recognition.

Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other [removed: cloud and license,] [added: cloud, software,] hardware and services offerings, and we have incurred increased cloud delivery expenses as we expand our cloud operations and update our infrastructure, all of which could reduce our revenues and profitability.

Our [removed: license] [added: software] support fees and hardware support fees are generally priced as a percentage of our net [added: software] license fees and net new hardware products fees, respectively.

Any failure to maintain high-quality technical support, or even the perception that our support is insufficient, could adversely affect our reputation, [added: negatively impact our relationships with our customers,] hinder our ability to sell and renew our applications and infrastructure offerings to existing and prospective customers, and negatively impact our business, operating results and financial position.

Our supply chain operations are affected by industry consolidation and component constraints or shortages, natural disasters, political unrest (such as [added: conflicts in] the [added: Middle East and the] tensions between China and Taiwan), public health crises, changes to trade laws or regulations, tariffs and customs controls, port stoppages, shipping interruptions or other transportation disruptions or slowdowns, and other factors affecting the countries or regions where these single source component vendors are located or where the products are being shipped.

If disruption caused by one or more of the risks described above occurs, our cloud and [removed: license] [added: software] business and hardware business and related operating results could be materially and adversely affected.

For example, industry supply capacity for AI accelerators, including graphics processing units, [added: as well as memory devices,] is competitive, and we at times have to accept less favorable terms with suppliers to [removed: avoid] [added: minimize] supply constraints.

Ongoing or future delays or cost increases in manufacturing could cause the loss of additional sales, delayed revenue recognition or an increase in our hardware products expenses, all of which could adversely affect the margins of our cloud and [removed: license] [added: software] business and hardware business.

Our periodic workforce restructurings and reorganizations can be disruptive. We [removed: periodically restructure or make other] [added: have an existing restructuring plan in place under which we have made, and will continue to make,] adjustments to our workforce in response to management changes, product changes, performance issues, changes in strategies, acquisitions and other internal and external considerations.

These types of restructurings have resulted, and may in the future result, in increased restructuring costs and [removed: temporarily] reduced [removed: productivity while employees adjust to the restructuring.][added: productivity.]

We may lose key employees or may be unable to hire enough qualified employees. We rely on hiring qualified employees and retaining our senior management, including our [removed: Chairman] [added: Executive Chair] of the Board, Chief Technology Officer and founder; our Chief Executive [removed: Officer;] [added: Officers;] other executive team members; and key employees.

Our general compensation program includes restricted stock units [removed: (RSUs)] [added: (RSUs), stock options] and performance-based equity, which are important tools in attracting and retaining employees in our industry.

[removed: If our] [added: Our] stock price [removed: stagnates] [added: has been volatile in recent periods, and if it were to stagnate] or [removed: declines,] [added: further decline,] our ability to retain or attract employees may be harmed.

There are risks associated with our cloud and [removed: license] [added: software] and hardware indirect sales channels which could affect our future operating results. Our cloud and [removed: license] [added: software] and hardware indirect channel networks consist primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and ISVs.

Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future.

If any of the following risks occur, our business, operating results, financial condition, and prospects could be materially and adversely affected.

Risk Factor Summary

We may be unsuccessful in developing and selling new products and services, integrating acquired products and services and enhancing our existing products and services.

Our AI products may not operate as anticipated, which could adversely affect our reputation, revenues and profitability.

If we do not successfully execute our Oracle Cloud strategy, including our offerings of Oracle Cloud, our revenues and profitability may decline.

Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, including the sourcing of technologies and components, the results of these businesses will suffer.

We may not receive significant revenues from our current research and development efforts for several years, if at all.

Our products and services may not function properly if we experience significant coding, manufacturing or configuration errors in our cloud, software and hardware offerings.

If we are unable to compete effectively, the results of operations and prospects for our business could be harmed.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Our periodic workforce restructurings and reorganizations can be disruptive.

We may lose key employees or may be unable to hire enough qualified employees.

There are risks associated with our cloud and software and hardware indirect sales channels which could affect our future operating results.

Acquisitions, joint ventures and strategic alliances present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction.

We are subject to risks with respect to environmental, social and governance (ESG) matters.

We are subject to business, financial and reputational risks related to cybersecurity incidents and data breaches.

Our business practices with respect to data could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to privacy and data protection.

Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions.

We may not be able to protect our intellectual property rights.

Adverse litigation results could affect our business.

We may be subjected to increased taxes due to changes in U.S. or international tax laws, the inability to obtain or retain tax incentives, or from adverse resolutions of tax audits and controversies.

Our international sales and operations and global customer base subject us to additional risks, including trade restrictions, export controls and sanctions, that can adversely affect our operating results.

The healthcare industry is highly regulated, and thus, we are subject to several laws, regulations and industry initiatives, non-compliance with certain of which could adversely affect our healthcare business.

Our sales to local, state, federal and foreign government customers expose us to business volatility and risks, including government budgeting cycles and appropriations, government shutdowns, procurement regulations, governmental policy shifts, early termination of contracts, audits, investigations, sanctions and penalties.

Environmental and other related laws and regulations subject us to a number of risks and could result in significant liabilities and costs.

Our operations can be difficult for us to predict because our quarterly results of operations may fluctuate significantly based on a number of factors.

Changes in currency exchange rates can adversely affect customer demand and our revenues and profitability.

There are risks associated with our outstanding and future indebtedness.

If our accounting estimates and judgments turn out to be inaccurate, our future financial results could fall short of expectations, which could have a material adverse effect on our stock price.

Our stock price could become more volatile and your investment could lose value.

Conversion of our 6.50% Series D Mandatory Convertible Preferred Stock (Mandatory Convertible Preferred Stock) and our depositary shares, or the payment of dividends on Mandatory Convertible Preferred Stock in shares of common stock, or the issuance of shares of our common stock under the At the Market (ATM) Program will dilute the ownership interest of the holders of our common stock.

The ATM Program, the Mandatory Convertible Preferred Stock or our depositary shares may adversely affect the market price of our common stock, and we cannot guarantee that our ATM Program will be fully implemented.

Our common stock ranks junior to our Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, winding-up or dissolution.

We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value.

Significant events in certain geographic locations could adversely affect our operating results and disrupt our business.

Business and Operational Risks

We are building AI into many of our product offerings and we are also making AI available for our customers to use in solutions that they build.

Further, if we do not

Moreover, AI models and training approaches may contain errors or limitations.

recoup our investments in AI and our business and reputation may be harmed.

In recent periods, our cloud services and license support expenses have grown to meet current and expected demand for our cloud offerings, including investments to increase our existing data center capacity and to establish data centers in new geographic locations.

Conversely, if we overestimate customer demand or our data center capacity needs, we could be locked into multi-year commitments for excess data center space, resulting in lower profitability and cash flows because our third-party data center vendors generally require us to pay significant contract termination fees to early exit such obligations.

We have faced, and may continue to face, rising costs for data center energy demands.

However, our strategic acquisition program carries several risks, including but not limited to:

If our security measures for our products and services are compromised and as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, our brand and reputation could be damaged, the IT services we provide to our customers could be disrupted, and customers may stop using our products and services, any of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions. Our products and services, including Oracle Cloud Services, store, retrieve, process and manage third-party data, such as our customers’ data, as well as our own data.

ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer (including across national borders) and share personal and other information that is integral to certain services we provide.

For example, the U.S. Congress is considering extending tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act, as well as making other changes to federal tax law, some of which could have an adverse impact on us.

Various other legislative proposals, if enacted, could substantially raise U.S. income taxes on our domestic and international profits.

A project led by the Organisation for Economic Co-operation and Development (OECD), an international association comprised of 38 countries including the U.S., over the last several years has resulted in changes to the basic design of the international tax system, including the implementation of a 15% minimum tax in over 50 countries, as well as proposed changes that would provide greater taxing rights to market jurisdictions where customers or users are located.

There can be no assurance that these enacted changes, which are subject to ongoing OECD guidance and interpretations by the various adopting countries, and any contemplated changes, if implemented by countries, will not materially increase the level of income tax on our international profits.

For example, the U.S. enacted a law making it unlawful, beginning in January 2025, to provide internet hosting services to TikTok that are used to enable the distribution, maintenance, or updating of TikTok for users within the U.S. The President issued executive orders that prohibit enforcement until a future date, and also prohibit the imposition of penalties at any time for providing services during the time period covered by the prohibition of enforcement, and ordered the Attorney General to notify relevant service providers that continuing to provide services during the prohibition of enforcement does not violate the statute.

If the prohibition is lifted or expires without a resolution that satisfies relevant legal requirements, we may no longer be able to provide those services to TikTok, and if we cannot redeploy that capacity in a timely manner, our revenues and profits would be adversely impacted.

Even though we may not be directly regulated by specific healthcare laws and regulations, our products and services must be capable of being used by our customers in a way that complies with those laws and regulations.

Medical device regulations in the U.S. and other countries may now or in the future apply to certain of our healthcare products and services.

For example, the U.S. government imposes

In addition, we hold a portfolio of marketable and non-marketable debt and equity investments, including investments in Ampere Computing Holdings LLC (Ampere), a privately held related party entity in which we had an ownership interest of approximately 29% as of May 31, 2025.

On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and certain of its equity holders to acquire all of the equity interests of Ampere (the Ampere Acquisition).

The transaction is subject to customary closing conditions, including regulatory approvals, that are beyond our control.

If the Ampere Acquisition closes, we will cease to be an investor in Ampere.

During the period prior to closing the Ampere Acquisition, the amount of our investments in Ampere could increase for a variety of reasons and we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition.

If the Ampere Acquisition does not close, we will continue to be exposed to the risk associated with our investments in Ampere as discussed above.

business operations, generate sufficient cash flows to service such debt and the other factors discussed in this Risk Factors section.

Any general weakening of, and related declining

We then provide a more detailed analysis of our results of operations and financial condition for fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024.][added: 2025.]

A discussion regarding our financial condition and results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2024,] [added: 2025,] as filed with the SEC on June [removed: 20, 2024,] [added: 18, 2025,] which is available free of charge on the SEC’s website at www.sec.gov and on our Investor Relations website at www.oracle.com/investor.

Oracle provides products and services that [removed: address] [added: build, run and support] enterprise [removed: IT needs.][added: information technology (IT) frameworks.]

[removed: Our products and services include enterprise applications and infrastructure] [added: These] offerings [removed: that] are delivered worldwide through a variety of flexible and interoperable IT deployment models.

These models include [removed: on-premise, cloud-based and hybrid deployments (an approach that combines both] [added: cloud-based,] on-premise and [removed: cloud-based deployments).][added: hybrid deployments.]

Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the [removed: world] [added: world,] including businesses of [removed: many sizes,] [added: various sizes and industries,] government agencies, educational institutions and resellers.

We have three businesses: cloud and [removed: license;] [added: software (formerly referred to as cloud and license);] hardware; and services; each of which [removed: comprises] [added: is comprised of] a single operating segment.

The descriptions set forth below as a part of this Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Item 1 Business and Note 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which are our Chief Executive [removed: Officer] [added: Officers] and Chief Technology Officer, view our operating results and allocate resources.

Cloud and [removed: License] [added: Software] Business

Our cloud and [removed: license] [added: software] business, which represented [removed: 86%] [added: 87%] and [removed: 84%] [added: 86%] of our total revenues in fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and [removed: license] [added: software] offerings.

Revenue streams included in our cloud and [removed: license] [added: software] business are:

[removed: cloud services] [added: Cloud] revenues, which are earned by providing customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that customers access by entering into a subscription agreement with us for a stated period.

Oracle Cloud [removed: Services] [added: Applications and Oracle Cloud Infrastructure (collectively Oracle Cloud)] arrangements generally: [removed: are billed in advance of the cloud services being delivered;] have durations of one to [removed: four] [added: five] years; are renewed at the customer’s option; and are recognized as revenues ratably over the contractual period of the cloud contract or, in the case of usage model contracts, as the cloud services are consumed over time; and

[removed: license] [added: software] support revenues, which are [removed: earned] [added: generated] by providing Oracle [removed: license] [added: software] support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software [removed: licenses for use in cloud, on-premise and other IT environments.][added: licenses.]

Substantially all [removed: license] [added: software] support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current [removed: license] [added: software] support customers are entitled to receive.

[removed: License] [added: Software] support contracts are generally: priced as a percentage of the net fees paid by the customer to purchase a [removed: cloud license and/or on-premise] [added: software] license; billed in advance of the support services being performed; renewed at the customer’s option; and recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year.

[removed: Cloud license and on-premise] [added: software] license revenues, which [removed: include revenues] [added: are generated] from [removed: the] licensing [removed: of] our software [removed: products] [added: products,] including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others, [removed: which] [added: for deployment by] our customers [removed: deploy within] [added: in] cloud-based, on-premise or other IT environments.

Our [removed: cloud license and on-premise] [added: software] license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use.

Revenues from usage-based royalty arrangements for distinct [removed: cloud licenses and on-premise] [added: software] licenses are recognized at the point in time when the software end user usage occurs.

[removed: The timing of a few large license transactions can] substantially affect our quarterly [added: software] license revenues due to the point-in-time nature of revenue recognition for [removed: license transactions, which is different than the typical revenue recognition pattern for our cloud services and] [added: software] license [removed: support revenues in which revenues are recognized over time.][added: transactions.]

[removed: Cloud license and on-premise] [added: Software] license customers have the option to purchase and renew [removed: license] [added: software] support contracts, as further described [removed: above.][added: below; and]

In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud [removed: Services] has increased.

To address customer demand and enable customer choice, we have certain programs for customers to pivot their applications and infrastructure software licenses and the related [removed: license] [added: software] support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads.

The proportion of our cloud [removed: services] revenues relative to our total revenues has increased and we expect this trend to continue.

Cloud [removed: services] revenues represented [removed: 43%, 37%] [added: 51%] and [removed: 32%] [added: 43%] of our total revenues during fiscal [removed: 2025, 2024] [added: 2026] and [removed: 2023,] [added: 2025,] respectively.

Our cloud and [removed: license] [added: software] business’ revenue growth is affected by many factors, including the strength of general economic and business conditions, including the effects of inflation, tariffs and trade policy, geopolitical conditions and other macroeconomic factors on customer demand; governmental budgetary constraints; the strategy for and competitive position of our offerings; customer satisfaction with our offerings; the continued renewal of our cloud [removed: services] and [removed: license] [added: software] support customer contracts by the customer contract base; substantially all customers continuing to purchase [removed: license] [added: software] support contracts in connection with their license purchases; the pricing of [removed: license] [added: software] support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of [removed: licenses and] cloud services [added: and licenses] sold; our ability to manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations.

On a constant currency basis, we expect that our total cloud and [removed: license] [added: software] revenues generally will continue to increase due to:

expected growth in our cloud [removed: services] offerings; and

continued demand for our [removed: cloud license and on-premise license and license support] [added: software] offerings.

We believe these factors should contribute to future growth in our cloud and [removed: license] [added: software] business’ total revenues, which should enable us to continue to make investments in research and development and our cloud operations to develop, improve, increase the capacity of and expand the geographic footprint of our cloud and [removed: license] [added: software] products and services.

Our cloud and [removed: license] [added: software] business’ margin has historically trended upward over the course of the four quarters within a particular fiscal year due to the historical upward trend of our cloud and [removed: license] [added: software] business’ revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term.

[removed: The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the customer] contract base, which we generally recognize as revenues ratably or based upon customer usage over the respective contractual terms and the renewal of existing customers’ cloud [removed: services] and [removed: license] [added: software] support contracts over the course of each fiscal year, which we generally recognize as revenues in a similar manner; and the historical upward trend of our [removed: cloud license and on-premise] [added: software] license revenues, which we generally recognize at a point in time upon delivery; in each case over those four fiscal quarterly periods.

Our margin for this business may be adversely impacted due to increases in supply chain and energy costs, the impact of tariffs and [added: other] trade [added: barriers on our costs, and our ability to pass such costs on to customers; inflation; foreign currency rate fluctuations; governmental budgetary constraints; trade] policy and other factors.

Our hardware business, which represented 5% [removed: and 6%] of our total revenues in [added: each of] fiscal [removed: 2025] [added: 2026] and [removed: 2024, respectively,] [added: 2025,] provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software and related hardware support.

The majority of our hardware products are sold through indirect channels, including independent distributors and value-added [removed: resellers.][added: resellers, and we also market and sell our hardware products through our direct sales force.]

Hardware support contracts are entered into and renewed at the option of the customer, are generally priced as a percentage of the net hardware products fees and are generally recognized as revenues ratably as the hardware support services are delivered over the contractual [removed: terms.][added: term, which is generally one year.]

Our services business, which represented [removed: 9%] [added: 8%] and [removed: 10%] [added: 9%] of our total revenues in fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies.

Our services offerings include consulting services and [added: customer success services (formerly referred to as] advanced customer [removed: services.][added: services).]

Our services business has lower margins than our cloud and [removed: license] [added: software] and hardware businesses.

Our services revenues are affected by many factors including our strategy for, and the competitive position of, our services; customer demand for our cloud and [removed: license] [added: software] and hardware offerings and the related services that we may market and sell in connection with these offerings; general economic conditions; governmental budgetary constraints; personnel reductions in our customers’ IT departments; tighter controls over customer discretionary spending; and foreign currency rate fluctuations.

Our products and services include enterprise applications and infrastructure offerings that incorporate and are enhanced by artificial intelligence (AI) technologies, including embedded AI-driven automation and analytics and generative AI capabilities.

We provide choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies.

Software revenues, which include:

The timing of a few large software license transactions can

The historical upward trend of our cloud and software business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud and software support contracts to the customer

In the event we were to determine that we would not be able to

| Americas | | $ | 44,478 | | | 22% | | 22% | | $ | 36,339 | |

| Cloud and software | | $ | 58,530 | | | 19% | | 17% | | $ | 49,230 | |

| Total revenues | | $ | 67,357 | | | 17% | | 16% | | $ | 57,399 | |

In our hardware business, the increase in revenues was primarily due to the growth in revenues from our Oracle Exadata and certain other strategic hardware product offerings.

In our services business, the increase in

revenues was attributable to an increase in our consulting services revenues.

The increase in GAAP operating expenses in reported currency was primarily due to a $6.0 billion increase in cloud and software expenses primarily due to higher infrastructure expenses; a $1.5 billion increase in restructuring and other expenses primarily due to higher restructuring expenses; a $412 million increase in research and development expenses primarily due to an increase in employee-related expenses and an increase in computer equipment expenses; an $86 million increase in hardware expenses; and a $16 million increase in general and administrative expenses, in each case during fiscal 2026 relative to fiscal 2025.

Our total operating margin increased in fiscal 2026 relative to fiscal 2025 due to higher revenues as discussed above.

Total margin as a percentage of revenues remained flat in fiscal 2026 relative to fiscal 2025.

| Restructuring and other(2) | | | 1,838 | | | | 374 | |

| | | $ | 5,250 | | | $ | 4,841 | |

| | Fiscal 2031 | | | 377 | |

| | Thereafter | | | 225 | |

Restructuring and other expenses in fiscal 2026 consist of employee severance costs in connection with the Fiscal 2026 Oracle Restructuring Plan (2026 Restructuring Plan) and certain other operating expenses, net.

| | | | 2026 | | | | 2025 | | |

| | Cloud and software | | $ | 622 | | | $ | 609 | |

Cloud and Software Business

| (Dollars in millions) | | 2026 | | | | Actual | | Constant | | 2025 | | |

| Americas | | $ | 39,304 | | | 24% | | 23% | | $ | 31,714 | |

| Total revenues | | | 58,530 | | | 19% | | 17% | | | 49,230 | |

| Cloud and software(1) | | | 16,850 | | | 56% | | 54% | | | 10,827 | |

| Total expenses(1) | | | 24,062 | | | 31% | | 30% | | | 18,300 | |

| Cloud applications | | $ | 15,888 | | | 11% | | 10% | | $ | 14,272 | |

| Cloud infrastructure | | | 18,101 | | | 77% | | 75% | | | 10,234 | |

| Software license | | | 4,737 | | | \-9% | | \-10% | | | 5,201 | |

| Software support | | | 19,804 | | | 1% | | \-1% | | | 19,523 | |

| Total revenues | | $ | 58,530 | | | 19% | | 17% | | $ | 49,230 | |

Excluding the favorable impact of currency rate fluctuations of 2% in fiscal 2026, cloud applications and cloud infrastructure contributed 16% and 84%, respectively, to the constant currency growth in cloud revenues in fiscal 2026.

relative to fiscal 2025.

| (Dollars in millions) | | 2026 | | | | Actual | | Constant | | 2025 | | |

| Hardware(1) | | | 832 | | | 12% | | 9% | | | 742 | |

Excluding the favorable impact of currency rate fluctuations of 2% in fiscal 2026, the increase in hardware revenues was primarily due to the growth in revenues from our Oracle Exadata and certain other strategic hardware product offerings.

Geographically, we experienced a constant currency increase in hardware revenues in the Americas and the Asia Pacific regions, partially offset by a constant currency decrease in hardware revenues in the EMEA region in fiscal 2026.

| (Dollars in millions) | | 2026 | | | | Actual | | Constant | | 2025 | | |

Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs.

Cloud services and license support revenues, which include:

[Table of Contents](#toc_page)

We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.

technologies.

We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable securities balances, cash generated from operations, additional borrowings or from the issuance of additional securities.

Investment in Ampere Computing Holdings LLC

From time to time since 2017, we have made investments in Ampere, a related party entity, in the form of equity and convertible debt instruments.

The total carrying value of our investments in Ampere, after accounting for losses under the equity method of accounting, was $1.6 billion and $1.5 billion as of May 31, 2025 and 2024, respectively.

Our equity investments in Ampere represent an ownership interest of approximately 29% as of May 31, 2025 and 2024.

We also own convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances.

During the fiscal year ended May 31, 2025, we invested an aggregate of $341 million in convertible debt instruments issued by Ampere.

In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $500 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027.

On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and its equity holders to acquire all of the equity interests of Ampere.

The transaction is subject to customary closing conditions, including regulatory approvals.

When the Ampere Acquisition closes, we will cease to be an investor in Ampere.

During the period prior to the closing of the Ampere Acquisition, the amount of our investments in Ampere could increase for a variety of reasons and we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition.

Non-Marketable Investments

We assess our non-marketable debt and equity investments for credit losses and impairment on a quarterly basis and as facts and circumstances change.

Our analysis includes an assessment of various qualitative and quantitative factors, including the investee’s historical financial results, current financial projections, rate of cash usage and assumptions regarding product acceptance and opportunity within the market.

This analysis requires significant judgment in evaluating underlying factors.

In some instances, investee specific information available to us to make this assessment may be limited or may be available on a delayed basis.

If the investment is determined to be impaired, we adjust the carrying amount of such investment to its estimated fair value by recognizing a charge, which is included in non-operating income (expenses), net in our consolidated statements of operations.

Estimating the fair value of an investment upon impairment involves a significant level of estimation, uncertainty and judgment.

We may incur future losses due to impairments, which could have a material impact on our results of operations and financial position.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Year Ended May 31, | | | | | | | | | | |

| | | | | | | Percent Change | | | | | | |

| Americas | | $ | 36,339 | | | 10% | | 11% | | $ | 33,122 | |

| Cloud and license | | $ | 49,230 | | | 11% | | 11% | | $ | 44,464 | |

In our hardware business, the constant currency decrease in revenues in fiscal 2025 was due to the emphasis we placed on the marketing and sale of our growing cloud-based infrastructure technologies.

In our services business, the constant currency decrease in revenues in fiscal 2025 was attributable to a decrease in revenues from each of our primary services offerings.

The increase in GAAP operating expenses in reported currency during fiscal 2025 relative to fiscal 2024 was primarily due to a $2.1 billion increase in cloud services and license support expenses primarily due to higher infrastructure expenses and higher employee-related expenses, including higher expenses relating to stock-based compensation, that were incurred to support the growth in our cloud services revenues; a $945 million increase in research and development expenses primarily due to an $813 million increase in employee-related expenses, including higher stock-based compensation expenses, and a $112 million increase in infrastructure expenses; a $377 million increase in sales and marketing expenses; and a $54 million increase in general and administrative expenses primarily due to higher employee-related expenses, including higher stock-based compensation expenses.

| Acquisition related and other(2) | | | 75 | | | | 314 | |

| Restructuring(3) | | | 299 | | | | 404 | |

| | | $ | 4,841 | | | $ | 5,243 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | Fiscal 2026 | | $ | 1,639 | |

Realized gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including costs incurred to enter into these foreign currency forward contracts, are included in non-operating [removed: income (expenses),] [added: income,] net in our consolidated financial statements.

| (in millions) | | Hypothetical Change | | Impact | | [removed: 2025] [added: 2026] | | | | [removed: 2024] [added: 2025] | | |

| Total revenues | | 10% decrease in foreign [added: currency] exchange rates | | Earnings | | $ | [removed: (2,379] [added: (2,767] | ) | | $ | [removed: (2,259] [added: (2,379] | ) |

| Cash, cash equivalents and trade receivables, net | | 10% decrease in foreign [added: currency] exchange rates | | Fair values | | $ | [removed: (1,788] [added: (2,384] | ) | | $ | [removed: (1,592] [added: (1,788] | ) |

Equity Price Risk

Non-Marketable Equity and Convertible Debt Investments

Our non-marketable equity and convertible debt investments totaled $2.1 billion and $2.0 billion as of May 31, 2025 and 2024, respectively.

Our non-marketable equity investments in privately owned companies not accounted for under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or for impairment.

Our investments accounted for under the equity method generally do not fluctuate based on market price changes.

However, these investments could be impaired if the carrying value exceeds the fair value and is not expected to recover.

The timing and amounts of changes in fair values of our non-marketable equity investments depend on factors beyond our control, including the perceived and actual performance of the companies in which we invest.

For additional disclosure regarding the impact to our quarterly results of operations from investment volatility, please refer to Item 1A Risk Factors included elsewhere in this

[Table of Contents](#toc_page)

Annual Report.

For additional details on our non-marketable investments, see Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Oracle provides products and services that [removed: address] [added: build, run and support] enterprise information technology (IT) [removed: needs.][added: frameworks.]

[removed: Our products and services include enterprise applications and infrastructure] [added: These] offerings [removed: that] are delivered worldwide through a variety of flexible and interoperable IT deployment models.

[removed: It is an important element of our corporate strategy to] [added: We] provide choice and flexibility to [removed: Oracle] [added: our] customers as to when and how they deploy Oracle applications and infrastructure technologies.

We believe that offering customers broad, comprehensive, flexible and interoperable deployment models for Oracle applications and infrastructure technologies is important to our growth [added: strategy, an important element of our corporate] strategy and better addresses customer needs relative to our [removed: competitors, many of whom provide fewer offerings, more restrictive deployment models and less flexibility for customers transitioning to cloud-based IT environments.][added: competitors.]

Oracle [added: cloud offerings include Oracle] Cloud Applications (OCA) and Oracle Cloud Infrastructure (OCI, [added: and] collectively with OCA, Oracle [removed: Cloud Services) offerings] [added: Cloud), which] provide comprehensive and integrated applications and infrastructure services, enabling our customers to choose the best option that meets their specific business needs.

Oracle Cloud [removed: Services integrate] [added: integrates] IT components in a cloud-based IT environment that Oracle deploys and manages for customers and is accessible by utilizing common web browsers via a broad spectrum of devices.

Oracle Cloud [removed: Services are] [added: is] designed to be:

intuitive for [added: both] casual and experienced users;

connectable among differing deployment models to enable interoperability and extensibility to easily move workloads among the Oracle [removed: Cloud] [added: Cloud, multicloud] and other IT environments;

highly [added: performant and] secure, standards-based and reliable.

Oracle [removed: cloud license and on-premise license deployment] [added: software] offerings include Oracle Applications, Oracle [added: AI] Database and Oracle Middleware software [added: license] offerings, among others, which customers deploy using IT infrastructure from the Oracle Cloud or their own IT environments.

Substantially all customers opt to purchase [removed: license] [added: software] support contracts when they purchase an Oracle [added: software] license.

Our [removed: customers include] [added: global customer base includes] businesses of [removed: many sizes,] [added: various sizes and industries,] government agencies, educational institutions and resellers that we market and sell to directly through our worldwide sales force or indirectly through the Oracle Partner Network.

Our investments [removed: in,] [added: in] and innovation with respect [removed: to,] [added: to] Oracle products and services that we offer through our three businesses (cloud and [removed: license,] [added: software,] hardware and services businesses, described further below) are another important element of our corporate strategy.

In fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] we invested [removed: $9.9] [added: $10.3] billion, [removed: $8.9] [added: $9.9] billion and [removed: $8.6] [added: $8.9] billion, respectively, in research and development to enhance our existing portfolio of offerings and to develop new [added: technologies and services.]

We have a deep understanding [removed: as to] [added: of] how applications and infrastructure technologies interact and function with one another, including using OCI to power our OCA, which we and our customers use to run internal business processes.

After an initial purchase of Oracle products and services, our customers can continue to benefit from our offerings, research and development efforts and deep IT expertise by electing to purchase and renew Oracle support offerings for their [removed: license] [added: software] and hardware deployments, which may include [added: unspecified] product [added: upgrades and] enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud [removed: Services] contracts with us.

We have three businesses: cloud and [removed: license;] [added: software (formerly referred to as cloud and license);] hardware; and services.

These technologies are the building blocks of Oracle [removed: Cloud Services,] [added: Cloud,] our partners’ cloud services and our customers’ cloud IT environments.

Oracle applications and infrastructure offerings are marketed and sold through our cloud and [removed: license] [added: software] and hardware businesses, and are delivered through the Oracle Cloud or [removed: a variety of flexible and interoperable] [added: other] IT deployment [removed: models, including cloud-based, hybrid and on-premise deployments.][added: models chosen by our customers.]

We believe that our Oracle Cloud [removed: Services offerings] [added: offerings, which have built-in AI capabilities,] represent opportunities for us to continue to expand our [removed: cloud and license] business.

We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a [removed: lower cost,] [added: cost-effective,] rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on our customers’ behalf.

We believe that we can market and sell our Oracle Cloud [removed: Services] offerings together to help new and existing customers migrate their extensive installed base of on-premise and cloud-based applications and infrastructure technologies to the Oracle Cloud and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud.

[removed: During the past three fiscal years, customers with annual license] support contracts that migrated to the Oracle Cloud contributed to the increase in annualized cloud [removed: services] revenue by [removed: $4.3] [added: $5.4] billion.

In addition, we also believe we can market our Oracle Cloud [removed: Services] offerings to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly [added: performant and] available, intuitive design, ease-of-access, low touch and [removed: low cost] [added: cost-effective] characteristics of the Oracle Cloud.

To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure [added: software] licenses and [removed: license] [added: software] support [added: contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads.]

The proportion of our cloud [removed: services] revenues relative to our total revenues has [removed: increased] [added: increased,] and our cloud [removed: services] revenues represented [removed: 43%, 37%] [added: 51%, 43%] and [removed: 32%] [added: 37%] of our total revenues during fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

Oracle applications technologies are marketed, sold, delivered and supported through our cloud and [removed: license] [added: software] business.

Our [removed: applications] cloud [removed: services and license support] [added: applications] revenues represented [removed: 44%, 46%] [added: 47%, 58%] and [removed: 47%] [added: 65%] of our total cloud [removed: services and license support] revenues during fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

Oracle applications offerings include our OCA offerings, which are available for customers as a subscription, and Oracle applications [added: software] license offerings, which are available for customers to purchase for use within the Oracle Cloud and other cloud-based and on-premise IT environments, and include the option to purchase related [removed: license] [added: software] support.

Our OCA offerings represent an [removed: industry leading] [added: industry-leading] business innovation platform leveraging OCI and include a broad suite of modular, next-generation cloud software applications spanning all core business [removed: functions, including, among others:][added: functions.]

Oracle Fusion Cloud [removed: ERP,] [added: Enterprise Resource Planning (ERP),] which [added: includes Oracle Fusion Cloud Enterprise Performance Management (EPM) and Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM),] is designed to [removed: be a] [added: provide] complete [added: financial, project] and [removed: integrated ERP solution] [added: risk management solutions] to help organizations [removed: improve decision making and workforce productivity,] [added: manage finance] and [added: accounting functions,] to optimize back-office operations by utilizing a single data and security model with a common user [removed: interface;][added: interface and to optimize and digitize their supply chains and manufacturing operations;]

Oracle Fusion [removed: Sales, Service and Marketing,] [added: Cloud Customer Experience (CX),] which [removed: are modules that are] [added: is] designed to [removed: be complete and integrated solutions to help] [added: allow] organizations [added: to] deliver consistent and personalized customer experiences across their customer channels, touch points and [removed: interactions;][added: interactions through sales, service and marketing modules;]

NetSuite Applications Suite, which is generally marketed to small to medium-sized organizations and is designed to be a unified, cloud-based applications suite to run a company’s entire [removed: business and] [added: business,] includes [removed: financials and ERP,] [added: modules for managing financials, supply chains,] customer [removed: relationship management, human resources,] [added: relationships, workforces,] professional services and commerce, among others; and

In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including communications, construction and engineering, education, financial services, government, healthcare, hospitality, [removed: manufacturing] [added: utilities] and retail, among others.

We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitating and extracting more business value out of the adoption of other OCA offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud [removed: EPM,] [added: CX,] as customers realize the value of a common data model that spans across core business applications.

Our cloud applications offerings incorporate advanced technologies such as AI, [removed: Internet-of-Things (IoT),] machine learning, blockchain, digital assistants and advances in the “human interface” and how users interact with OCA offerings within a business context or to augment human capabilities to enhance productivity.

Oracle Applications [added: Software] Licenses

Customers have the ability to [removed: license] [added: buy software licenses for] Oracle Applications, including Oracle E-Business Suite, PeopleSoft, JD Edwards and Siebel applications, among others, for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments.

These [removed: licensed] applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, [removed: Customer Experience] [added: CX] and industry-specific applications, as described above, among others.

Our products and services include enterprise applications and infrastructure offerings that incorporate and are enhanced by artificial intelligence (AI) technologies, including embedded AI-driven automation and analytics and generative AI capabilities.

These models include cloud-based, on-premise and hybrid deployments, such as Oracle Exadata Cloud@Customer and multicloud options that enable customers to use Oracle cloud offerings in conjunction with other public clouds.

AI technologies embedded in Oracle Cloud offerings are designed to support the improvement of our customers’ existing and new workflows and business processes, including automation and data analyses.

Using Oracle technologies, our customers build, deploy, run, manage and support their products and services and critical business operations.

We feature a wide range of customer success stories using Oracle technologies to modernize and transform their businesses at www.oracle.com/customers.

During the past three fiscal years, customers with annual software

Our OCA offerings include:

on-premise or hybrid IT environments.

In addition, our OCI offerings include networking, connectivity and edge services that help connect

Oracle’s Multicloud Database offerings, which are designed to enable organizations to deploy and run Oracle AI Database services, Oracle Autonomous AI Database and Oracle Zero Data Loss Autonomous Recovery Service within other hyperscale cloud IT environments.

This allows customers to leverage AI and analytics services from their cloud providers with their enterprise data;

All of these capabilities are designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future

Our primary infrastructure software license offerings include licenses to Oracle AI Database, Oracle Middleware and Java.

For example, Oracle Exadata Database Machine and its cloud-based analogs, are integrated platforms optimized for Oracle AI Database to achieve higher performance, scalability and availability at a lower

Production of our

We may not receive significant revenues from our current research and development efforts for several years, if at all, and this risk is further described in Risk Factors included in Item 1A of this Annual Report.

The

Oracle Academy, our global philanthropic educational program, is helping build a scalable, job-ready talent pipeline for data centers by aligning education with industry needs through targeted curriculum, partnerships and educator support.

Most recently, Oracle has brought its philanthropic efforts to the communities near its data center sites, funding local nonprofit organizations that deliver a range of programs, including education, food security, housing and health.

This Annual Report includes several website addresses and references to additional company reports found on those websites.

The information on these websites, including the information contained in the reports found on those websites, is not part of this Annual Report and is not incorporated by reference.

| Michael D. Sicilia | | Chief Executive Officer and Director |

| Mark Hura | | President, Global Field Operations |

| Hilary Maxson | | Chief Financial Officer |

| Safra A. Catz | | Executive Vice Chair of the Board of Directors |

He served as our President, Industries from June to September 2025.

Mr. Hura, 52, has been our President, Global Field Operations since September 2025.

He served as Executive Vice President and General Manager of North America Cloud Infrastructure Sales from June 2023 to August 2025.

He previously served as our Executive Vice President of Cloud & Technology Sales from June 2021 to June 2023.

Mr. Hura held various other positions since joining Oracle in 2013.

Prior to joining Oracle, Mr. Hura served as General Manager of Sales for the Digital Energy business at General Electric.

Ms. Maxson, 48, has been our Chief Financial Officer since April 2026.

She served as Executive Vice President and Group Chief Financial Officer of Schneider Electric SE (Schneider) from 2020 until April 2026.

Prior to that, she was Senior Vice President and Chief Financial Officer, Energy Management of Schneider from 2019 to 2020 and Senior Vice President and Chief Financial Officer, Building and IT of Schneider from 2017 to the end of 2018.

Ms. Maxson serves on the board of directors of Anglo American plc.

Ms. Catz, 64, has been our Executive Vice Chair of the Board since September 2025.

These models include on-premise, cloud-based and hybrid deployments.

Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations, including, for example, an artificial intelligence (AI) product company that uses OCI to build and serve generative AI models; a global technology company that uses multiple OCI compute and data services to power its logistics and mobile application offerings; a multinational financial institution that runs its banking applications using Oracle Exadata Cloud@Customer; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning (ERP) for its accounting processes, risk management, supply chain and financial planning functions.

technologies and services.

Our selective and active acquisition program is another important element of our corporate strategy.

We believe that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings and increase stockholder value.

We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings.

We expect to continue to acquire companies, products, services and technologies as suitable opportunities arise to further our corporate strategy.

Oracle Corporation was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.

contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads.

Oracle Fusion Cloud Enterprise Performance Management (EPM), which is designed to analyze financial performance, drive accurate and agile financial plans, optimize the financial close and consolidation process, streamline account reconciliation and satisfy an organization’s reporting requirements;

Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM), which is designed to help organizations create, optimize and digitize their supply chains;

Our hardware business’ infrastructure technologies consist of hardware products and certain unique hardware-related software offerings, including Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software and related hardware support services.

Oracle Infrastructure Technologies – Cloud and License Business Offerings

OCI offerings are designed to deliver our infrastructure technologies, including compute, storage and networking services, as a service.

We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period.

purchasing of consumer products, the stocking of retailer store shelves, credit fraud detection and financial modeling to stay within a business’ forecasts.

Oracle customers and partners also utilize OCI offerings for highly scalable, available and secure compute, storage and networking services.

All of these capabilities are designed to enable

Oracle Database Enterprise Edition is available with a number of optional add-on products to address specific customer requirements.

As described above, customers may elect to purchase license support for Oracle Database licenses.

We also offer Oracle Database as a cloud service, such as with Oracle Exadata Database Service and Oracle Base Database Service.

Oracle Middleware Licenses

We license our Oracle Middleware, which is a broad family of integrated application infrastructure software, for use in various IT environments.

Organizations may elect to purchase license support, as described above, for Oracle Middleware licenses.

We also offer certain of our middleware capabilities as a part of our OCI offerings.

Java Licenses

Java is designed to enable developers to write software on

a single platform and run it on many other different platforms, independent of operating system and hardware architecture.

Customers generally purchase Java offerings through subscriptions that include licenses and support services.

Oracle License Support

Our license support contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license, are typically one year in duration and are generally billed to the customer annually in advance.

Oracle Infrastructure Technologies – Hardware Business Offerings

Oracle infrastructure technologies include a broad selection of hardware products and related hardware support services to power various IT environments.

Our hardware products and services include offerings designed for specific industries, including the communications, food and beverage, healthcare, hospitality and retail industries, among others.

These products are designed to help customers efficiently operate complex IT environments, including both end users’ and service providers’ cloud IT environments.

Oracle Servers and Storage

We offer a wide range of Oracle server products that are designed for mission-critical enterprise environments and that are key components of our Oracle Engineered Systems and Oracle Cloud offerings.

We have two families of server products: those using x86 microprocessors and those based on the Oracle SPARC microprocessor.

We also offer Oracle storage products, which combine flash, disk and server technologies with optimized software and unique integrations with the Oracle Database offering greater performance and efficiency and lower total cost relative to our competitors’ storage products.

Certain of our storage products provide integration with Oracle Cloud Services for backup and archiving.

For the fiscal year ended May 31, [removed: 2025][added: 2026]

| Common Stock, par value $0.01 per share [removed: 3.125% senior notes due July 2025] | ORCL [removed: —] | New York Stock Exchange [removed: New York Stock Exchange] |

The aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $305,793,119,000] [added: $346,760,150,000] based on the number of shares held by non-affiliates of the registrant as of May 31, [removed: 2025,] [added: 2026,] and based on the closing sale price of common stock as reported by the New York Stock Exchange on November [removed: 29, 2024,] [added: 28, 2025,] which is the last business day of the registrant’s most recently completed second fiscal quarter.

Number of shares of common stock outstanding as of June [removed: 13, 2025: 2,808,833,000.][added: 12, 2026: 2,880,471,000.]

Portions of the registrant's definitive proxy statement relating to its [removed: 2025] [added: 2026] annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, [removed: 2025.][added: 2026.]

FISCAL YEAR [removed: 2025][added: 2026]

| Item 1. | | [Business](#item_1_business) | | [removed: 3] [added: 1] |

| Item 1A. | | [Risk Factors](#item_1a_risk_factors) | | [removed: 17] [added: 15] |

| Item 1B. | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 31] [added: 34] |

| Item 1C. | | [Cybersecurity](#item_1c) | | [removed: 32] [added: 34] |

| Item 2. | | [Properties](#item_2_properties) | | [removed: 33] [added: 36] |

| Item 3. | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 34] [added: 36] |

| Item 4. | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 34] [added: 36] |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_registrants) | | [removed: 35] [added: 37] |

| Item 6. | | [\[Reserved\]](#reserved) | | [removed: 36] [added: 38] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis) | | [removed: 37] [added: 39] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 55] [added: 56] |

| Item 8. | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 57] [added: 56] |

| Item 16. | | [Form 10-K Summary](#form_10k_summary) | | [removed: 104] [added: 106] |

[removed: Cautionary Note on Forward-Looking] [added: Forward-Looking] Statements

[removed: This] [added: *This] Annual Report [added: on Form 10-K] contains [removed: statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain] forward-looking statements within the meaning of Section [removed: 21E] [added: 27A] of the Securities [removed: Exchange] Act of [removed: 1934,] [added: 1933,] as [removed: amended (the Exchange Act),] [added: amended,] and Section [removed: 27A] [added: 21E] of the Securities [added: Exchange] Act of [removed: 1933,] [added: 1934,] as [removed: amended (the Securities Act).][added: amended.]

[removed: Forward-looking statements may be preceded by, followed by or include the words] [added: Words such as] “anticipates,” “believes,” [removed: “commits,”] “continues,” “could,” [removed: “endeavors,” “estimates,”] “expects,” [removed: “focus,” “forecasts,”] “future,” [removed: “goal,”] “intends,” [removed: “is designed to,” “likely,” “maintains,”] “may,” [removed: “ongoing,”] “plans,” [removed: “possible,” “potential,”] “projects,” “seeks,” [removed: “shall,”] “should,” [removed: “strives,”] “will” and similar [removed: expressions.][added: expressions are intended to identify forward-looking statements.*]

[removed: These] [added: *These] forward-looking statements are [added: based on current expectations and assumptions and are] subject to [removed: risks, uncertainties] [added: risks] and [removed: assumptions about our business] [added: uncertainties] that could [removed: affect our future results and could] cause [removed: those] [added: actual] results [removed: or other outcomes] to differ materially from those expressed or implied in the forward-looking statements.

[removed: You should] [added: Readers are cautioned] not [added: to] place undue reliance on these forward-looking statements, which [removed: reflect our expectations] [added: speak] only as of the date of this Annual Report.

| Depositary Shares, each representing a 1/2,000th interest in a share of 6.50% Series D Mandatory Convertible Preferred Stock, par value $0.01 per share | ORCL-PRD | New York Stock Exchange |

| | | [Signatures](#signatures) | | 114 |

All statements other than statements of historical fact, including statements regarding our business, strategy, customer demand, products and services, results of operations, financial condition, cash flows, capital expenditures and other future events or results, are forward-looking statements.

Important factors that could cause or contribute to such differences are discussed in Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report and in our other filings with the U.S. Securities and Exchange Commission.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements.*

[Table of Contents](#toc_page)

| | | [Signatures](#signatures) | | 112 |

For purposes of this Annual Report on Form 10-K (this Annual Report), the terms “Oracle,” “we,” “us” and “our” refer to Oracle Corporation and its consolidated subsidiaries.

These include, among other things, statements regarding:

our expectation that we may acquire, and realize the anticipated benefits of acquiring, companies, products, services and technologies to further our corporate strategy as compelling opportunities become available;

our belief that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings and increase stockholder value;

our expectation that, on a constant currency basis, our total cloud and license revenues generally will continue to increase due to expected growth in our cloud services and continued demand for our cloud license and on-premise license and license support offerings;

our belief that our Oracle Cloud Applications (OCA) and Oracle Cloud Infrastructure (OCI) offerings represent opportunities for us to continue to expand our cloud and license business, and that we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud;

our belief that we can market our OCA and OCI services to a broader ecosystem of small and medium-sized businesses, non-information technology lines of business purchasers, developers and partners due to the highly available, intuitive design, ease-of-access, low touch and low cost characteristics of the Oracle Cloud;

our expectation that substantially all of our customers will renew their license support contracts upon expiration;

our belief that Oracle Fusion Cloud Enterprise Resource Planning is a strategic suite of applications that is foundational to facilitating and extracting more business value out of the adoption of other OCA offerings as customers realize the value of a common data model that spans across core business applications;

our belief that our OCA offerings remove business boundaries between front- and back-office activities;

our expectation that current and expected customer demand will require continued growth in our cloud services and license support expenses in order to increase our existing data center capacity and establish additional data centers in new geographic locations;

our expectation that our hardware business will have lower operating margins as a percentage of revenues than our cloud and license business;

our expectation that we will continue to make significant investments in research and development to develop new products and services offerings, as well as maintain and improve our current offerings, and our belief that research and development efforts are essential to maintaining our competitive position;

our expectations regarding our investment in Ampere Computing Holdings LLC (Ampere) and the pending acquisition of Ampere by SoftBank Group Corp.;

our expectation that our international operations will continue to provide a significant portion of our total revenues and expenses;

our expectation that the proportion of our cloud services revenues relative to our total revenues will continue to increase;

the sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock repurchases, debt repayments and other matters;

our belief that we have adequately provided under United States (U.S.) generally accepted accounting principles for outcomes related to our tax audits, that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations and that our net deferred tax assets will likely be realized in the foreseeable future;

our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in losses that are materially in excess of amounts already recognized, if any;

the possibility that certain legal proceedings to which we are or may become a party could have a material impact on our financial position, future cash flows and results of operations;

the timing and amount of expenses we expect to incur;

the possibility that we may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans;

declarations and amounts of future cash dividend payments and the timing and amount of future stock repurchases;

our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements;

our expectations regarding the amounts and performance of our investments in marketable and non-marketable equity securities and the timing and amount of changes in fair value of these investments;

our ability to predict revenues, particularly certain cloud license and on-premise license revenues and hardware revenues, and margins;

the percentages of remaining performance obligations that we expect to recognize as revenues over respective future periods;

our expectation that the financial impacts of standard warranty or service level provisions in our revenue arrangements will continue to be insignificant;

our expectation that supply chain shortages, including those arising from tariffs, changing trade policy or other macroeconomic developments, and the risks associated with our response to such shortages, including committing to higher purchases and balances of hardware products, may increase and will continue to impact us in the future;

our beliefs regarding the retention of employees and how our products help to improve our employees’ learning experiences and growth opportunities;

as well as other statements regarding our future operations, financial condition and prospects and business strategies.

We claim the protection of the safe harbor for forward-looking statements contained in the Exchange Act and the Securities Act for all forward-looking statements.

We have based these forward-looking statements on our current expectations and projections about future events.

Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report and as may be updated in filings we make from time to time with the U.S. Securities and Exchange Commission (the SEC), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year 2026, which runs from June 1, 2025 to May 31, 2026.

We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws.

If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

New information, future events or risks could cause the forward-looking events we discuss in this Annual Report not to occur.

[Table of Contents](#toc_page)

During fiscal [removed: 2025,] [added: 2026,] Oracle experienced cybersecurity incidents that, to date, have not had a material impact on our business, including our business strategy, results of operations or financial condition.

[added: As] part of its broader risk oversight activities, the Board oversees risks from cybersecurity risks, both directly and through the Finance and Audit Committee of the Board (the F&A Committee).

In addition to these regularly scheduled updates, our Chief Privacy Officer and Senior Vice President, [removed: Cloud] [added: Oracle] Security and [removed: Head of Global Information Security] [added: Governance Risk Compliance] may also report to the F&A Committee on how certain information security risks are being managed and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats that have been detected by the information security team.

[removed: Robert Duhart,] [added: Jeppe Larsen,] Senior Vice President, [removed: Cloud] [added: Oracle] Security and [removed: Head of Global Information Security] [added: Governance Risk Compliance] is responsible for the day-to-day identification, assessment and management of the information security risks we face.

Our Senior Vice President, [removed: Cloud] [added: Oracle] Security and [removed: Head of Global Information Security] [added: Governance Risk Compliance] is supported by team members who have relevant educational and industry experience.

These team members provide regular reports to the Senior Vice President, [removed: Cloud] [added: Oracle] Security and [removed: Head of Global Information Security] [added: Governance Risk Compliance] and work closely with our Chief Privacy Officer and include personnel dedicated to information security, product security, and physical security.

Informed by the processes and practices discussed under “Risk Management and Strategy” above, team members escalate cybersecurity threats and incidents to the Senior Vice President, [removed: Cloud] [added: Oracle] Security and [removed: Head of Global Information Security] [added: Governance Risk Compliance] who assesses the severity of such threats and incidents for inclusion in quarterly update to the F&A Committee where appropriate.

[Table of Contents](#toc_page)

Mr. Larsen has extensive experience in building and managing hyperscale cloud services, as well as overseeing security and risk management.

Mr. Larsen has overseen cybersecurity matters at Oracle since 2023.

He has been consequential in shaping our security and governance, risk, and compliance strategy related to cybersecurity, identity and encryption.

Mr. Larsen holds a Master of Science degree in Applied Mathematics from the Technical University of Denmark and holds several U.S. patents.

As

Our Senior Vice President, Cloud Security and Head of Global Information Security has extensive experience in managing cybersecurity and has served in various leadership roles in information technology and cybersecurity at several large public companies, the U.S. Department of Defense and the Federal Bureau of Investigation.

Most recently, he served as the Chief Information Security Officer, eCommerce and Deputy Chief Information Security Officer at a major retailer.

Our Senior Vice President, Cloud Security and Head of Global Information Security earned a master’s degree in technology management from George Mason University – Costello College of Business, and a Chief Information Security Officer Executive Certificate from Carnegie Mellon University – Heinz College of Information Systems and Public Policy.

Our properties consist of owned and leased [removed: office] facilities for cloud operations, sales, support, research and development, services, manufacturing and administrative and other functions.

We also own or lease [removed: offices and certain other] [added: office] facilities for current use consisting of approximately [removed: 26.9] [added: 25.4] million square feet in various other locations in the U.S. and abroad.

Approximately [removed: 10.4] [added: 11.9] million square feet, or [removed: 37%,] [added: 45%,] of our total owned and leased [removed: offices and certain other] [added: office] facilities are sublet or are being actively marketed for sublease or disposition.

Additionally, we have approximately 181 data center locations globally, substantially all of which are leased and used to deliver our Oracle Cloud offerings.

Additionally, our cloud operations deliver our Oracle Cloud Services through the use of global data centers, substantially all of which were leased through colocation suppliers.

[Table of Contents](#toc_page)

Our common stock is traded on the New York Stock Exchange under the symbol “ORCL.” According to the records of our transfer agent, we had [removed: 6,574] [added: 6,219] stockholders of record as of May 31, [removed: 2025.][added: 2026.]

As of May 31, [removed: 2025,] [added: 2026,] approximately [removed: $6.4] [added: $6.3] billion remained available for stock repurchases pursuant to our stock repurchase program.

Our stock repurchase authorization does not have an expiration date and the pace of [removed: our] [added: any future] repurchase activity will depend on factors such as our working capital needs, our cash requirements for [added: capital expenditures,] acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Technology Total Return Index for each of the last five fiscal years ended May 31, [removed: 2025,] [added: 2026,] assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends.

[removed: ][added: ]

*$100 INVESTED ON MAY 31, [removed: 2020] [added: 2021] IN STOCK OR

| Dow Jones U.S. Technology Total Return Index | | | 100.0 | | | | [removed: 148.0] [added: 96.0] | | | | [removed: 142.0] [added: 114.1] | | | | [removed: 168.9] [added: 160.0] | | | | [removed: 236.8] [added: 184.0] | | | | [removed: 272.4] [added: 289.9] | |

There was no stock repurchase activity for the three months ended May 31, 2026.

| | | 5/21 | | | | 5/22 | | | | 5/23 | | | | 5/24 | | | | 5/25 | | | | 5/26 | | |

| Oracle Corporation | | | 100.0 | | | | 92.7 | | | | 138.9 | | | | 155.9 | | | | 222.7 | | | | 306.8 | |

| S&P 500 Index | | | 100.0 | | | | 99.7 | | | | 102.6 | | | | 131.5 | | | | 149.3 | | | | 193.8 | |

The following table summarizes the stock repurchase activity for the three months ended May 31, 2025 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions, except per share amounts) | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | | |

| March 1, 2025—March 31, 2025 | | | 0.3 | | | $ | 150.68 | | | | 0.3 | | | $ | 6,462.3 | |

| April 1, 2025—April 30, 2025 | | | 0.4 | | | $ | 133.53 | | | | 0.4 | | | $ | 6,412.3 | |

| May 1, 2025—May 31, 2025 | | | 0.3 | | | $ | 156.46 | | | | 0.3 | | | $ | 6,362.3 | |

| Total | | | 1.0 | | | $ | 146.22 | | | | 1.0 | | | | | |

| | | 5/20 | | | | 5/21 | | | | 5/22 | | | | 5/23 | | | | 5/24 | | | | 5/25 | | |

| Oracle Corporation | | | 100.0 | | | | 148.8 | | | | 138.0 | | | | 206.8 | | | | 232.0 | | | | 331.5 | |

| S&P 500 Index | | | 100.0 | | | | 140.3 | | | | 139.9 | | | | 144.0 | | | | 184.6 | | | | 209.5 | |

[Table of Contents](#toc_page)

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our Disclosure Committee and our management, including our Principal Executive [added: Officers] and [added: Principal] Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on our management’s evaluation (with the participation of our Principal Executive [added: Officers] and [added: Principal] Financial Officer), as of the end of the period covered by this report, our Principal Executive [added: Officers] and [added: Principal] Financial Officer [removed: has] [added: have] concluded that our disclosure controls and procedures were effective as of May 31, [removed: 2025] [added: 2026] to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive [added: Officers] and [added: Principal] Financial Officer as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Principal Executive [added: Officers] and [added: Principal] Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, [removed: 2025] [added: 2026] based on the guidelines established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 framework.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2025.][added: 2026.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2025] [added: 2026] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report.

Our management, including our Principal Executive [added: Officers] and [added: Principal] Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns [removed: can occur because of a simple error or mistake.]

can occur because of a simple error or mistake.

During the quarter ended May 31, [removed: 2025,] [added: 2026,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

The other information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders [removed: (2025] [added: (2026] Proxy Statement).

The information required by this Item 11 is incorporated herein by reference from the information to be contained in our [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item 12 is incorporated herein by reference from the information to be contained in our [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item 13 is incorporated herein by reference from the information to be contained in our [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item 14 is incorporated herein by reference from the information to be contained in our [removed: 2025] [added: 2026] Proxy Statement.

| [Balance Sheets as of May 31, [removed: 2025] [added: 2026] and [removed: 2024](#consolidated_balance_sheets)] [added: 2025](#consolidated_balance_sheets)] | | 64 |

| [Statements of Operations for the years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023](#consolidated_statements_operations)] [added: 2024](#consolidated_statements_operations)] | | 65 |

| [Statements of Comprehensive Income for the years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023](#consolidated_statements_comprehensive_in)] [added: 2024](#consolidated_statements_comprehensive_in)] | | 66 |

| [Statements of Stockholders’ Equity for the years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023](#consolidated_statements_equity)] [added: 2024](#consolidated_statements_equity)] | | 67 |

| [Statements of Cash Flows for the years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023](#consolidated_statements_cash_flows)] [added: 2024](#consolidated_statements_cash_flows)] | | 68 |

We have audited the accompanying consolidated balance sheets of Oracle Corporation (the Company) as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June [removed: 18, 2025] [added: 22, 2026] expressed an unqualified opinion thereon.

| *Description of the matter* | | As discussed in Note 12 of the consolidated financial statements, the Company recognizes uncertain tax positions and measures unrecognized tax benefits related to various domestic and foreign matters. The Company uses [removed: significant] judgment in the accounting for uncertain tax positions related to certain intercompany transfer prices and calculations, including the interpretation and application of tax laws and legal rulings in various jurisdictions. Auditing management’s evaluation of whether [removed: an] [added: these] uncertain tax [removed: position is] [added: positions are] more likely than not to be sustained and the measurement of the benefit of [removed: various] [added: the] tax positions was complex, involved [removed: significant] judgment, and was based on interpretations and application of tax laws and legal rulings. |

| *How we addressed the matter in our audit* | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management’s process to assess the technical merits of the Company’s tax positions related to certain intercompany transfer prices and calculations, including ongoing monitoring activities, and management’s process to measure the benefit of those tax positions. To test management’s assessment of these uncertain tax positions, we performed audit procedures that included, among others, evaluating management’s assumptions and analysis which detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter professionals in assessing [removed: the technical merits of] these positions and used our knowledge of relevant tax laws and experience with related taxing authorities. |

We have audited Oracle Corporation’s internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Oracle Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] and the related notes and our report dated June [removed: 18, 2025] [added: 22, 2026] expressed an unqualified opinion thereon.

As of May 31, [removed: 2025] [added: 2026] and [removed: 2024][added: 2025]

| (in millions, except per share data) | | [added: 2026 | | | |] 2025 | | | | 2024 | | |

| Cash and cash equivalents | | $ | [removed: 10,786] [added: 31,289] | | | $ | [removed: 10,454] [added: 10,786] | |

| Marketable securities | | | [removed: 417] [added: 605] | | | | [removed: 207] [added: 417] | |

| Trade receivables, net of allowances for credit losses of [removed: $557] [added: $542] and [removed: $485] [added: $557] as of May 31, [removed: 2025] [added: 2026] and May 31, [removed: 2024,] [added: 2025,] respectively | | | [removed: 8,558] [added: 10,385] | | | | [removed: 7,874] [added: 8,558] | |

| Prepaid expenses and other current assets | | | [removed: 4,818] [added: 4,288] | | | | [removed: 4,019] [added: 4,818] | |

| Total current assets | | | [removed: 24,579] [added: 46,567] | | | | [removed: 22,554] [added: 24,579] | |

| Property, plant and equipment, net | | | [removed: 43,522] [added: 99,957] | | | | [removed: 21,536] [added: 43,522] | |

| [removed: Intangible] [added: Total intangible] assets, net | | [removed: | 4,587 | | |] [added: $] | [removed: 6,890] [added: 3,229] | |

| Goodwill | | | [removed: 62,207] [added: 62,261] | | | | [removed: 62,230] [added: 62,207] | |

| Deferred tax assets | | | [removed: 11,877] [added: 11,541] | | | | [removed: 12,273] [added: 11,877] | |

| Other non-current assets | | | [removed: 21,589] [added: 11,743] | | | | [removed: 15,493] [added: 13,031] | |

| Total non-current assets | | | [removed: 143,782] [added: 215,192] | | | | [removed: 118,422] [added: 143,782] | |

| Total assets | | $ | [removed: 168,361] [added: 261,759] | | | $ | [removed: 140,976] [added: 168,361] | |

| Notes payable and other borrowings, current | | $ | [removed: 7,271] [added: 7,199] | | | $ | [removed: 10,605] [added: 7,271] | |

| Accounts payable | | | [removed: 5,113] [added: 10,977] | | | | [removed: 2,357] [added: 5,113] | |

| Accrued compensation and related benefits | | | [removed: 2,243] [added: 2,225] | | | | [removed: 1,916] [added: 2,243] | |

| Deferred revenues | | | [removed: 9,387] [added: 9,916] | | | | [removed: 9,313] [added: 9,387] | |

| Other current liabilities | | | [removed: 8,629] [added: 11,447] | | | | [removed: 7,353] [added: 8,629] | |

| Total current liabilities | | | [removed: 32,643] [added: 41,764] | | | | [removed: 31,544] [added: 32,643] | |

| Notes payable and other borrowings, non-current | | | [removed: 85,297] [added: 122,342] | | | | [removed: 76,264] [added: 85,297] | |

| Income taxes payable | | | [removed: 10,269] [added: 11,771] | | | | [removed: 10,817] [added: 10,269] | |

| Operating lease liabilities | | | [removed: 11,536] [added: 26,648] | | | | [removed: 6,255] [added: 11,536] | |

| Other non-current liabilities | | | [removed: 7,647] [added: 16,178] | | | | [removed: 6,857] [added: 7,647] | |

| Total non-current liabilities | | | [removed: 114,749] [added: 176,939] | | | | [removed: 100,193] [added: 114,749] | |

| Preferred stock, $0.01 par [removed: value—authorized:] [added: value and additional paid in capital—authorized:] 1.0 shares; outstanding: [removed: none] [added: 0.05 shares as of May 31, 2026 of 6.50% Series D Mandatory Convertible Preferred Stock (none as of May 31, 2025)] | | | [removed: —] [added: 4,954] | | | | — | |

| Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: [removed: 2,807] [added: 2,880] shares and [removed: 2,755] [added: 2,807] shares as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively | | | [removed: 37,107] [added: 43,243] | | | | [removed: 32,764] [added: 37,107] | |

June 22, 2026

June 22, 2026

| (in millions, except per share data) | | 2026 | | | | 2025 | | |

| Operating lease right-of-use assets | | | 29,690 | | | | 13,145 | |

| Software | | | 24,541 | | | | 24,724 | | | | 24,690 | |

| Restructuring and other | | | 1,838 | | | | 374 | | | | 718 | |

| Preferred stock dividends | | | 103 | | | | — | | | | — | |

| Net income available to common shareholders | | $ | 16,984 | | | $ | 12,443 | | | $ | 10,467 | |

For the Years Ended May 31, 2026, 2025 and 2024

| Net income | | $ | 17,087 | | | $ | 12,443 | | | $ | 10,467 | |

For the Years Ended May 31, 2026, 2025 and 2024

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Mandatory convertible preferred stock issued | | | — (1) | | | | | — | | | | 4,954 | | | | — | | | | — | | | | — | | | | 4,954 | |

| Stock-based compensation | | | | — | | | | — | | | | 4,811 | | | | — | | | | — | | | | — | | | | 4,811 | |

| Preferred stock dividends ($1,263.89 per share) | | | | — | | | | — | | | | — | | | | (103 | ) | | | — | | | | — | | | | (103 | ) |

| Common stock dividends ($2.00 per share) | | | | — | | | | — | | | | — | | | | (5,725 | ) | | | — | | | | — | | | | (5,725 | ) |

| Net income | | | | — | | | | — | | | | — | | | | 17,087 | | | | — | | | | 222 | | | | 17,309 | |

| Balances as of May 31, 2026 | | | — (1) | | | | | 2,880 | | | $ | 48,197 | | | $ | (4,309 | ) | | $ | (1,380 | ) | | $ | 548 | | | $ | 43,056 | |

We issued 50,000 shares of our 6.50% Series D Mandatory Convertible Preferred Stock on February 5, 2026.

As of May 31, 2026, 50,000 shares were outstanding.

For the Years Ended May 31, 2026, 2025 and 2024

| Net income | | $ | 17,087 | | | $ | 12,443 | | | $ | 10,467 | |

| Increase in deferred revenues from customer prepayments with significant financing component | | | 4,592 | | | | — | | | | — | |

| Proceeds from issuances of mandatory convertible preferred stock, net of issuance costs | | | 4,954 | | | | — | | | | — | |

| Proceeds from short-term financing related to capital expenditures, net | | | 3,345 | | | | 1,422 | | | | — | |

May 31, 2026

Our products and services include enterprise applications and infrastructure offerings that incorporate and are enhanced by artificial intelligence (AI) technologies.

We reclassed certain prior year amounts and balances and their related disclosures to conform to the current period’s presentation for all periods presented in our consolidated financial statements.

In fiscal 2026, we adopted Accounting Standards Update (ASU) 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* (ASU 2023-09) on a prospective basis.

ASU 2023-09 requires certain additional disclosure.

Refer to Note 12 for additional information.

application.

cloud and software revenues, comprising of: cloud revenues, which includes cloud applications and cloud infrastructure revenues; and software revenues, which includes software license and software support revenues;

Customers may deploy their software license in a cloud-based, on-premise or hybrid IT environment.

Hardware revenues include revenues from the sale of hardware products and the sale of our hardware support offerings.

but may vary.

Contracts that contain a significant financing component (either because the customer has made significant prepayment before the corresponding performance obligations are delivered or because we have provided long-term payment plans to the customer) have adjustments to the transaction price to reflect the time value of money.

The related interest component is recorded as either interest expense or interest income in non-operating income (expenses), net within our consolidated statements of operations based on applicable interest rates for such contracts.

Oracle’s primary performance obligations with respect to software support contracts is to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available.

June 18, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cloud services and license support | | $ | 44,029 | | | $ | 39,383 | | | $ | 35,307 | |

| Cloud license and on-premise license | | | 5,201 | | | | 5,081 | | | | 5,779 | |

| Acquisition related and other | | | 75 | | | | 314 | | | | 190 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of May 31, 2022 | | | 2,665 | | | $ | 26,808 | | | $ | (31,336 | ) | | $ | (1,692 | ) | | $ | (6,220 | ) | | $ | 452 | | | $ | (5,768 | ) |

| Assumption of stock-based compensation plan awards in connection with acquisitions | | | — | | | | 55 | | | | — | | | | — | | | | 55 | | | | — | | | | 55 | |

| Other comprehensive income (loss), net | | | — | | | | — | | | | — | | | | 170 | | | | 170 | | | | (36 | ) | | | 134 | |

| Net income | | | — | | | | — | | | | 8,503 | | | | — | | | | 8,503 | | | | 165 | | | | 8,668 | |

| Cash dividends declared ($1.70 per share) | | | — | | | | — | | | | (4,743 | ) | | | — | | | | (4,743 | ) | | | — | | | | (4,743 | ) |

| Other, net | | | — | | | | (37 | ) | | | — | | | | — | | | | (37 | ) | | | (228 | ) | | | (265 | ) |

| Acquisitions, net of cash acquired | | | — | | | | (63 | ) | | | (27,721 | ) |

Certain prior year balances have been reclassified to conform to the current year presentation.

In fiscal 2025, we adopted Accounting Standards Update (ASU) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (ASU 2023-07), which did not have a material impact on our consolidated financial statements for the year ended May 31, 2025.

During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025.

Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $733 million and increased our net income by $573 million, or $0.21 per basic and $0.20 per diluted share, during fiscal 2025.

During the first quarter of fiscal 2023, we completed an assessment of the useful lives of our servers and increased the estimate of the useful lives from four years to five years effective at the beginning of fiscal 2023.

Based on the carrying value of our servers as of May 31, 2022, this change in accounting estimate decreased our total operating expenses by $434 million during fiscal 2023.

cloud and license revenues, which include: cloud services revenues; cloud license and on-premise license revenues, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments; and license support revenues;

The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option.

License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option.

Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage and industry-specific hardware.

Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services.

Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators.

Most contracts that contain a financing component are contracts financed through our Oracle financing division.

The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating income (expenses), net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed.

Revenue Recognition for Hardware Products

A liability

For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If we cannot reasonably determine the fair value of a non-income tax-related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated.

Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax-related valuation allowances assumed in a business combination are initially estimated as of the acquisition date.

We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period.

Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.

Our debt investments in Ampere are in the form of convertible debt which, under the terms of an

agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances.

During the fiscal year ended May 31, 2025, we invested an aggregate of $341 million in convertible debt instruments issued by Ampere.

We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating income (expenses), net line item in our consolidated statements of operations.