ORACLE CORP 8-K

What Happened

• Oracle Corporation filed a Form 8-K reporting that its Board of Directors unanimously elected Tomislav Mihaljevic, M.D., to serve as a director, effective May 6, 2026. The filing includes a press release dated May 12, 2026 (Exhibit 99.1).

Key Details

• Dr. Mihaljevic was elected effective May 6, 2026 and is not currently named to any Board committee.
• He will receive restricted stock units (RSUs) under Oracle’s Amended and Restated 1993 Directors’ Stock Plan: RSUs to be granted on May 31, 2026 that vest in full one year after grant, contingent on continued board service.
• He will receive Oracle’s standard cash compensation for non-employee directors and has entered Oracle’s standard form of indemnification agreement.
• The filing states there are no related party transactions reportable under Item 404(a) and no special arrangements or understandings regarding his election.

Why It Matters

• This is a governance update: investors should note a new independent director has been added to Oracle’s Board, with standard director compensation and indemnification in place.
• The filing provides the timing and mechanics of his equity and cash compensation (grant date May 31, 2026; one-year RSU vesting), which affect potential future dilution and director expense reporting.
• The attached press release (Exhibit 99.1) is the public disclosure under Regulation FD for this appointment.