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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-35992

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware54-2185193
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2300 Oracle Way Austin**,** Texas78741
(Address of principal executive offices)(Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareORCLNew York Stock Exchange
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 shareORCL-PRDNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of March 5, 2026 was: 2,876,046,000.

Table of Contents

ORACLE CORPORATION

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

Page
PART I.FINANCIAL INFORMATION1
Item 1.Financial Statements (Unaudited)1
Condensed Consolidated Balance Sheets as of February 28, 2026 and May 31, 20251
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 28, 2026 and 20252
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended February 28, 2026 and 20253
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended February 28, 2026 and 20254
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2026 and 20255
Notes to Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk42
Item 4.Controls and Procedures42
PART II.OTHER INFORMATION44
Item 1.Legal Proceedings44
Item 1A.Risk Factors44
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45
Item 5.Other Information45
Item 6.Exhibits46
Signatures48

Table of Contents

PART I. FINANCI****AL INFORMATION

Next: Item 1. Financial Statements (Unaudited)