UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended May 31, ~~2025~~2026

☐ 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)


Delaware	54-2185193
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2300 Oracle Way
Austin, Texas (Address of principal executive offices)	78741 (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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share3.125% senior notes due July 2025	ORCL—	New York Stock ExchangeNew York Stock Exchange
Common Stock, par value $0.01 per share	ORCL	New 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 share	ORCL-PRD	New York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting stock held by non-affiliates of the registrant was $~~305~~346,~~793~~760,~~119~~150,000 based on the number of shares held by non-affiliates of the registrant as of May 31, ~~2025~~2026, and based on the closing sale price of common stock as reported by the New York Stock Exchange on November 2928, ~~2024~~2025, which is the last business day of the registrant’s most recently completed second fiscal quarter. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Number of shares of common stock outstanding as of June 1312, ~~2025~~2026: 2,~~808~~880,~~833~~471,000.

Documents Incorporated by Reference:

Portions of the registrant's definitive proxy statement relating to its ~~2025~~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, ~~2025~~2026.

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ORACLE CORPORATION

FISCAL YEAR ~~2025~~2026

FORM 10-K

ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business	31
Item 1A.	Risk Factors	1715
Item 1B.	Unresolved Staff Comments	3134
Item 1C.	Cybersecurity	3234
Item 2.	Properties	3336
Item 3.	Legal Proceedings	3436
Item 4.	Mine Safety Disclosures	3436
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3537
Item 6.	[Reserved]	3638
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3739
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5556
Item 8.	Financial Statements and Supplementary Data	5756
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	58
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accountant Fees and Services	59
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	60
Item 16.	Form 10-K Summary	~~104~~106
	Signatures	~~112~~114

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Cautionary Note on Forward-Looking Statements

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. This Annual Report contains 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 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). 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;

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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. Forward-looking statements may be preceded by, followed by or include the words “anticipates,” “believes,” “commits,” “continues,” “could,” “endeavors,” “estimates,” “expects,” “focus,” “forecasts,” “future,” “goal,” “intends,” “is designed to,” “likely,” “maintains,” “may,” “ongoing,” “plans,” “possible,” “potential,” “projects,” “seeks,” “shall,” “should,” “strives,” “will” and similar expressions. 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. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. 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. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Annual Report.

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Words such as “anticipates,” “believes,” “continues,” “could,” “expects,” “future,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements.

Item 1. Business

Oracle provides products and services that ~~address~~build, run and support enterprise information technology (IT) ~~needs~~frameworks. 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 offerings are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include oncloud-~~premise~~based, ~~cloud~~on-~~based~~premise and hybrid deployments., Itsuch isas anOracle ~~important~~Exadata ~~element~~Cloud@Customer ofand ~~our~~multicloud ~~corporate~~options ~~strategy~~that enable customers to use Oracle cloud offerings in conjunction with other public clouds. We provide choice and flexibility to ~~Oracle~~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 strategy, ~~and~~an ~~better~~important ~~addresses~~element ~~customer~~of ~~needs relative to~~ our ~~competitors,~~corporate ~~many~~strategy ~~of whom provide fewer offerings, more restrictive deployment models~~ and ~~less~~better ~~flexibility~~addresses ~~for~~customer ~~customers~~needs ~~transitioning~~relative to ~~cloud-based~~our ~~IT environments~~competitors.

Oracle cloud offerings include Oracle Cloud Applications (OCA) and Oracle Cloud Infrastructure (OCI, and collectively with OCA, Oracle Cloud ~~Services~~), ~~offerings~~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 ~~Services~~integrates ~~integrate~~ 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. AI technologies embedded in Oracle Cloud ~~Services~~offerings are designed to support the improvement of our customers’ existing and new workflows and business processes, including automation and data analyses. Oracle Cloud is designed to be:

•

rapidly deployable to enable customers shorter time to innovation;

•

intuitive for both casual and experienced users;

•

easily maintainable to reduce upgrade, integration and testing work;

•

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

•

cost-effective by lowering upfront customer investments and implementing usage-based resource consumption costs; and

•

highly performant and secure, standards-based and reliable.

Oracle ~~cloud~~software ~~license and on-premise license deployment~~ offerings include Oracle Applications, Oracle AI Database and Oracle Middleware software 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 ~~license~~software support contracts when they purchase an Oracle software license.

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Oracle hardware products include Oracle Engineered Systems, servers, storage and industry-specific products, among others. Customers generally opt to purchase hardware support contracts when they purchase Oracle hardware products.

Oracle also offers professional services to assist our customers and partners to maximize the performance of their investments in Oracle products and services.

Our ~~customers~~global ~~include~~customer base includes businesses of ~~many~~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. Using Oracle technologies, our customers build, deploy, run, manage and support their ~~internal~~products and ~~external products,~~ services and critical business operations,. ~~including,~~We ~~for~~feature ~~example, an artificial intelligence (AI) product company that uses OCI to build and serve generative AI models;~~ a ~~global~~wide ~~technology~~range ~~company~~of ~~that~~customer ~~uses~~success ~~multiple~~stories ~~OCI~~using ~~compute~~Oracle ~~and~~technologies ~~data services~~ to ~~power~~modernize ~~its logistics~~ and ~~mobile~~transform ~~application~~their ~~offerings;~~businesses aat 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 functionswww.oracle.com/customers.

Our investments in, and innovation with respect to, Oracle products and services that we offer through our three businesses (cloud and ~~license~~software, hardware and services businesses, described further below) are another important element of our corporate strategy. In fiscal ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, we invested $910.93 billion, $89.9 billion and $8.69 billion, respectively, in research and development to enhance our existing portfolio of offerings and to develop new technologies and services. We have a deep understanding 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. We focus our development efforts on improving the performance, security, reliability, operation, integration and cost-effectiveness of our offerings relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies, such as AI, within our offerings to enable leaner business processes, automation and innovation.

3After 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 software and hardware deployments, which may include unspecified product upgrades and enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud contracts with us.

~~Table~~We have three businesses: cloud and software (formerly referred to as cloud and license); hardware; and services. Each business is comprised of ~~Contents~~a single operating segment. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 13 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.

technologies and services. We have a deep understanding as to 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. We focus our development efforts on improving the performance, security, reliability, operation, integration and cost-effectiveness of our offerings relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies, such as AI, within our offerings to enable leaner business processes, automation and innovation.

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 license and hardware deployments, which may include product enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud Services contracts with us.

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.

We have three businesses: cloud and license; hardware; and services. Each business is comprised of a single operating segment. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 13 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.

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

Oracle Applications and Infrastructure Technologies

Oracle applications and infrastructure technologies, including database and middleware software as well as enterprise applications, virtualization, clustering, large-scale systems management and related infrastructure products and services, are based upon industry standards and are designed to be enterprise-grade, reliable, scalable and secure. These technologies are the building blocks of Oracle Cloud ~~Services~~, our partners’ cloud services and our customers’ cloud IT environments. Oracle applications and infrastructure offerings are marketed and sold through our cloud and ~~license~~software and hardware businesses, and are delivered through the Oracle Cloud or aother ~~variety of flexible and interoperable~~ IT deployment models, ~~including~~chosen ~~cloud-based,~~by ~~hybrid~~our ~~and on-premise deployments~~customers.

We believe that our Oracle Cloud ~~Services~~ offerings, which have built-in AI capabilities, represent opportunities for us to continue to expand our ~~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 ~~lower~~ 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 ~~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. ~~During~~The ~~the~~proportion ~~past~~of ~~three~~our ~~fiscal~~cloud ~~years,~~revenues ~~customers~~relative ~~with annual license support contracts that migrated~~ to ~~the~~our ~~Oracle~~total ~~Cloud~~revenues ~~contributed~~has toincreased, ~~the~~and ~~increase~~our ~~in annualized~~ cloud ~~services~~revenues ~~revenue~~represented ~~by $4.3 billion. In addition~~51%, we43% ~~also~~and ~~believe~~37% weof ~~can market~~ our ~~Oracle~~total ~~Cloud~~revenues ~~Services~~during ~~offerings~~fiscal to2026, a2025 ~~broader ecosystem of small~~ and ~~medium-sized businesses~~2024, ~~non-IT~~respectively. ~~lines~~We ofexpect ~~business~~these ~~purchasers,~~trends ~~developers~~to ~~and~~continue. ~~partners~~During ~~due to~~ the ~~highly~~past ~~available,~~three ~~intuitive~~fiscal ~~design~~years, ~~ease-of-access,~~customers ~~low~~with ~~touch~~annual ~~and~~software ~~low cost characteristics of the Oracle Cloud.~~

In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud deployment models has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and license support 2

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support contracts that migrated to the Oracle Cloud ~~for~~contributed ~~new~~to ~~deployments~~the ~~and~~increase toin ~~migrate~~annualized tocloud ~~and~~revenue ~~expand~~by ~~with~~$5.4 ~~the~~billion. ~~Oracle~~In ~~Cloud~~addition, ~~for~~we ~~their~~also ~~existing~~believe ~~workloads.~~we ~~The~~can ~~proportion~~market of our ~~cloud~~Oracle ~~services~~Cloud ~~revenues~~offerings ~~relative~~ to ~~our~~a ~~total~~broader ~~revenues~~ecosystem ~~has~~of ~~increased~~small and ~~our~~medium-sized ~~cloud~~businesses, ~~services~~non-IT ~~revenues~~lines ~~represented~~of ~~43%~~business purchasers, ~~37%~~developers and ~~32%~~partners ofdue ~~our~~to ~~total~~the ~~revenues~~highly ~~during~~performant ~~fiscal~~and ~~2025~~available, ~~2024~~intuitive ~~and~~design, ~~2023~~ease-of-access, ~~respectively.~~low Wetouch ~~expect~~and ~~these~~cost-effective ~~trends~~characteristics toof ~~continue~~the Oracle Cloud.

Customers, partners and other interested parties may elect to subscribe to Oracle applications and infrastructure training and certification programs through learning subscriptions offered by Oracle University. Learners generally have unlimited access to course content delivered during the subscription period.

Oracle Applications Technologies

Oracle applications technologies are marketed, sold, delivered and supported through our cloud and ~~license~~software business. ~~Our applications cloud services and license support revenues represented 44%, 46% and 47% of our total cloud services and license support revenues during fiscal 2025, 2024 and 2023, respectively.~~ Oracle applications offerings include our OCA offerings, which are available for customers as a subscription, and Oracle applications 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 ~~license~~software support. Our applications technologies are designed to reduce the risk, cost and complexity of our customers’ IT infrastructures, while supporting customer choice with flexible deployment models that readily enable performance, agility, compatibility and extendibility. The applications technologies that we offer are generally designed using industry standard architectures to manage and automate core business functions across the enterprise and a broad range of industries, as well as to help customers differentiate and innovate in those processes unique to their industries or organizations. We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer packaged goods, defense and intelligence, education, financial services, government, healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, oil and gas, professional services, public safety, restaurant, retail, travel and logistics, utilities and wholesale distribution industries, among others.

Oracle Cloud Applications (OCA)

The broad spectrum of OCA offerings provides customers with a choice of software applications delivered via a cloud-based IT environment that we deploy and manage and that customers purchase by entering into a subscription agreement with us for a stated period. Our OCA offerings represent an industry -leading business innovation platform leveraging OCI and include a broad suite of modular, next-generation cloud software applications spanning all core business functions,. ~~including,~~Our ~~among~~OCA ~~others~~offerings include:

•

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

•

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;

Oracle Fusion Cloud Human Capital Management (HCM), which is designed to help organizations find, develop and retain their talent, enable collaboration, provide workforce insights, improve business process efficiency and enable users to connect to an integrated suite of HCM applications from a broad range of devices;

•

Oracle Fusion ~~Sales,~~Cloud ~~Service~~Customer ~~and~~Experience ~~Marketing~~(CX), which ~~are~~is ~~modules that are~~ designed to beallow ~~complete~~organizations ~~and integrated solutions~~ to ~~help organizations~~ deliver consistent and personalized customer experiences across their customer channels, touch points and 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 business and includes financials and ERP, customer relationship management, human resources, professional services and commerce, among others; and3

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•

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 business, includes modules for managing financials, supply chains, customer relationships, workforces, professional services and commerce, among others; and

•

Oracle Health applications, which are designed to enable medical professionals to deliver better healthcare to individual patients and communities.

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, ~~manufacturing~~utilities and retail, among others.

OCA offerings are built upon open industry standards such as SQL, Java and HTML5 for easier application accessibility, integration and development. Customers access OCA offerings utilizing common web browsers via a broad spectrum of devices.

~~Customers~~Our cloud applications revenues represented 47%, ~~partners~~58% and ~~other~~65% ~~interested~~of ~~parties~~our ~~may~~total ~~elect~~cloud torevenues ~~subscribe~~during fiscal 2026, 2025 and 2024, respectively. We believe that the comprehensiveness and breadth of our cloud applications offerings differentiate us from many of our competitors that offer more limited or specialized applications. Our cloud applications offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core and a common data model. We believe Oracle Fusion Cloud ERP is a strategic suite of applications ~~and~~that ~~infrastructure~~is ~~training~~foundational to facilitating and ~~certification~~extracting ~~programs~~more ~~through~~business ~~learning~~value ~~subscriptions~~out ~~offered~~of bythe adoption of other OCA offerings, such as Oracle ~~University~~Fusion Cloud HCM and Oracle Fusion Cloud CX, as customers realize the value of a common data model that spans across core business applications. ~~Learners~~We ~~generally~~believe ~~have~~our ~~unlimited~~cloud applications offerings together remove business boundaries between front- and back-office activities. Our cloud applications offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on OCI. These cloud applications capabilities are designed to ~~course~~simplify ~~content~~customer ~~delivered~~IT ~~during~~environments, reduce time to implement and upgrade, enable agility, reduce risk and provide a user-friendly experience. Our cloud applications offerings incorporate advanced technologies such as AI, machine learning, blockchain, digital assistants and advances in the ~~subscription~~“human ~~period~~interface” and how users interact with OCA offerings within a business context or to augment human capabilities to enhance productivity.

We believe that the comprehensiveness and breadth of our cloud applications offerings differentiate us from many of our competitors that offer more limited or specialized applications. Our cloud applications offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core and a common data model. We believe Oracle ~~Fusion~~Applications ~~Cloud~~Software 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 EPM, as customers realize the value of a common data model that spans across core business applications. We believe our cloud applications offerings together remove business boundaries between front- and back-office activities. Our cloud applications offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on OCI. These cloud applications capabilities are designed to simplify customer IT environments, reduce time to implement and upgrade, enable agility, reduce risk and provide a user-friendly experience. Our cloud applications offerings incorporate advanced technologies such as AI, 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. Licenses

Customers have the ability to buy software licenses for Oracle Applications, ~~Licenses~~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 applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, CX and industry-specific applications, as described above, among others.

Customers have the ability to license 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 licensed applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, Customer Experience and industry-specific applications, as described above, among others.

Oracle Infrastructure Technologies

Oracle infrastructure technologies are marketed, sold and delivered through our cloud and ~~license~~software ~~business~~ and ~~through our~~ hardware ~~business~~businesses. Our infrastructure technologies are designed to be flexible, cost-effective, standards-based, secure and highly-performant to facilitate the development, deployment, integration, management and extension across an organization’s cloud-based, on-premise and hybrid IT environments. Our infrastructure technologies offerings include Oracle AI Database and MySQL Database, the world’s most popular database management systems; Java, the computer industry’s most widely used language for cloud-native development; and middleware development tools and a range of hardware products, such as Oracle Engineered Systems, enterprise servers, storage solutions and industry-specific hardware. We also offer a portfolio of operating systems, including Oracle Linux, virtualization and other hardware-related software and a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management platform. These infrastructure technologies are available either through subscriptions to our OCI offerings or through the purchase of software licenses and hardware products and related support, giving customers the flexibility to deploy in cloud-based,

Our cloud and license business’ infrastructure technologies include the Oracle Database and MySQL Database, the world’s most popular database management systems; Java, the computer industry’s most widely-used language by professional software developers; and middleware, including development tools, among others. These infrastructure technologies are available through a subscription to our OCI offerings or through the purchase of a license and related license support, at the customer’s option, to run within the Oracle Cloud as a part of a customer’s cloud-based, on-premise or other IT environments. Our OCI offerings also include cloud-based compute, storage and networking capabilities, application development and cloud native services, among others, and new and innovative services such as AI Infrastructure offerings and emerging technologies such as generative AI, agentic AI, IoT and blockchain. 4

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~~Our~~on-premise ~~hardware~~or ~~business’~~hybrid ~~infrastructure~~IT ~~technologies~~environments. ~~consist~~Our ofcustomers ~~hardware~~leverage ~~products~~these ~~and~~comprehensive ~~certain unique hardware-related software~~ offerings, ~~including~~to ~~Oracle~~run ~~Engineered~~their ~~Systems,~~internal ~~enterprise~~business ~~servers,~~operations ~~storage~~and ~~solutions,~~to ~~industry-specific~~deliver ~~hardware,~~products ~~virtualization software, operating systems, management software~~ and ~~related~~services ~~hardware~~to ~~support~~their ~~services~~customers. Our ~~customers~~cloud ~~use~~infrastructure ~~Oracle~~revenues ~~hardware~~represented ~~products~~53%, 42% and ~~related~~35% ~~offerings~~of inour ~~their~~total cloud~~-based,~~ ~~on-premise~~revenues orduring ~~hybrid~~fiscal IT2026, ~~environments~~2025 ~~to run their internal business operations~~ and to2024, ~~deliver products and services to their customers~~respectively.

We design our infrastructure technologies to work in our customers’ on-premise IT environments that may include other Oracle or non-Oracle hardware or software components. Our flexible and open approach also provides Oracle customers with a choice as to how they can utilize and deploy Oracle infrastructure technologies: through the use of Oracle Cloud offerings; on-premise in our customers’ data centers; or a hybrid combination of these two deployment models, such as in the Oracle Exadata Cloud@Customer deployment ~~models~~model (described further below). We focus on the operation and integration of Oracle infrastructure technologies to make them easier to deploy, extend, interconnect, manage and maintain for our customers and to improve computing performance relative to our competitors’ offerings. For example, the Oracle Exadata Database Machine integrates multiple Oracle technology components to work together to deliver improved performance, availability, scalability, security and operational efficiency of Oracle AI Database workloads relative to our competitors’ products. Our primary infrastructure offerings are further described below.

Oracle Infrastructure Technologies – Cloud and License Business Offerings

Our infrastructure cloud services and license support revenues represented 56%, 54% and 53% of our total cloud services and license support revenues during fiscal 2025, 2024 and 2023, respectively.

Oracle Cloud Infrastructure (OCI)

OCI offerings are designed to deliver our infrastructure technologies, including compute, storage, networking, and ~~networking~~cloud-native services, along with new and innovative solutions such as aAI ~~service~~Infrastructure, generative AI and agentic AI. OCI offerings include our Oracle Autonomous AI Database offerings, among others, that Oracle runs, manages, upgrades and supports on behalf of the customer. We also offer a portfolio of specialized databases to address specific customer requirements, including MySQL, the world’s most popular open source database, as a cloud service with Oracle ~~HeatWave~~ MySQL. ~~We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period~~HeatWave. By utilizing OCI, customers can leverage the Oracle Cloud for enterprise-grade, high-performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments. OCI is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer compute nodes. Customers use OCI to build and operate new applications ranging from low-code to AI-powered cloud-native applications, to run new workloads and to move their existing Oracle or non-Oracle workloads to the Oracle Cloud from their on-premise data centers or other cloud-based IT environments, among other uses. We continue to invest in OCI to improve features and performance; to expand the catalog of cloud-based infrastructure tools and services that we provide; to increase the capacity and geographic footprint to deliver these services; to simplify the processes for migrating workloads to the Oracle Cloud; and to provide customers with the ability to run workloads across different IT environments, the Oracle Cloud as well as other third-party clouds in both ~~hybrid~~multicloud and ~~multicloud~~hybrid deployment models.

Oracle customers and partners utilize OCI offerings for platform-related services that are based upon the Oracle AI Database, Java and Oracle Middleware, including open source and other tools for a variety of use cases across data management (including the use of Oracle Autonomous AI Database and Oracle ~~HeatWave~~ MySQL HeatWave), applications development, integration, content management, analytics, IT management and governance, security and rapidly emerging technologies such as AI and machine learning. OCI AI ~~offerings~~services are designed to be embedded into customer applications for a variety of predictive use cases, including, among others, the servicing of machine parts that are at risk of failing, using generative AI for fault detection on an assembly line, improving customer experiences in the purchasing of consumer products, managing the supply chain to keep retailer store shelves refreshed, credit fraud detection and financial modeling to stay within a business’ forecasts.

7OCI compute services range from virtual machines and graphics processing unit (GPU)-based offerings to bare metal servers, with options for high I/O workloads and high-performance computing to run traditional compute-intensive workloads and AI model training and inference. OCI storage offerings include block, file, object and archive storage services. In addition, our OCI offerings include networking, connectivity and edge services that help connect

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~~purchasing~~customers’ ofdata ~~consumer~~centers ~~products,~~and ~~the~~third-party ~~stocking~~clouds ofwith ~~retailer~~our ~~store~~OCI ~~shelves,~~services ~~credit~~for ~~fraud~~the ~~detection~~creation ~~and~~of ~~financial~~distributed ~~modeling~~and tomulticloud ~~stay within a business’ forecasts~~architectures.

~~Oracle~~To ~~customers~~complement ~~and~~the ~~partners~~full ~~also~~suite ~~utilize~~of OCI offerings ~~for~~delivered ~~highly~~by ~~scalable,~~Oracle ~~available~~public ~~and~~cloud ~~secure~~regions ~~compute,~~across ~~storage~~the and networking services. OCI compute services range from virtual machines to graphics processing unit-based offerings to bare metal servers and include options for high I/O workloads and high-performance computing to run traditional compute-intensive workloads and AI models. OCI storage offerings include blockglobe, ~~file,~~we ~~object~~provide ~~and archive storage services. In addition,~~ our ~~OCI offerings include networking, connectivity and edge services that help connect~~ customers’ ~~data~~with ~~centers~~additional ~~and~~flexibility ~~third-party~~by ~~clouds~~offering ~~with~~certain ~~our~~ OCI services ~~for~~in ~~the~~a ~~creation~~number of ~~distributed~~deployment ~~and~~options, ~~multicloud~~such ~~architectures.~~as:

•

InOracle’s ~~addition~~Multicloud toDatabase ~~the~~offerings, ~~full~~which ~~suite~~are ofdesigned ~~OCI~~to ~~offerings~~enable ~~delivered~~organizations byto deploy and run Oracle ~~public~~AI ~~cloud~~Database ~~regions~~services, ~~across~~Oracle ~~the~~Autonomous ~~globe~~AI Database and byOracle ~~our~~Zero ~~multicloud~~Data ~~partnerships,~~Loss weAutonomous ~~provide~~Recovery ~~our~~Service ~~customers~~within ~~with~~other ~~flexibility~~hyperscale bycloud ~~offering~~IT ~~certain~~environments. ~~OCI~~This allows customers to leverage AI and analytics services ~~within~~from atheir ~~customer’s~~cloud ~~own~~providers ~~data~~with ~~center,~~their ~~such~~enterprise ~~as:~~data;

•

Oracle Exadata Cloud@Customer, which is designed to enable customers to run Oracle Autonomous AI Database and Oracle Exadata Database Service securely in their own data centers behind their firewalls while having the services managed by Oracle;

•

OCI Dedicated Region, which is designed to enable customers to bring a self-contained OCI instance into their data centers while accessing athe ~~substantial~~full portfolio of OCI and OCA offerings;

•

OCI Sovereign Cloud, which is designed to enable customers to utilize OCI services while addressing regulatory restrictions imposed upon customers that operate in certain ~~regulated~~ industries, entities or jurisdictions. This capability now also allows us to offer sovereign AI to customers who want the latest in AI innovations while operating within their regulatory environments;

•

Oracle Alloy, which is engineered to enable partners to ~~control~~offer OCI and other cloud services to their customers while controlling the commercial and customer experience to address their specific market needs ~~for cloud services~~; and

•

Oracle Compute Cloud@Customer and Oracle Roving Edge Infrastructure, which are designed to enable customers to access cloud computing and storage services at the edge of networks and in generally disconnected locations in order to accelerate deployment of cloud workloads outside of the data center.

Oracle Autonomous AI Database

Oracle Autonomous AI Database is designed to deliver performance and scale for enterprise ~~database~~AI, analytics, and transaction processing workloads with automated database operations and policy- and AI- and machine learning-driven optimization by combining certain Oracle infrastructure technologies, including the Oracle AI Database, OCI, Oracle Exadata and native AI and machine learning capabilities, among others. Oracle Autonomous AI Database is designed to be self-driving, automating routine database administration tasks, including maintenance, tuning, patching, scaling, security and backup. Oracle Autonomous AI Database is engineered to lower labor costs and reduce human error while using machine learning-driven diagnostics for fault prediction and error handling and is also engineered to provide automatic threat detection and remediation. Oracle Autonomous Database is designed to enable on-demand, automatic scaling of database resources combined with consumption-based pricing in order to help organizations lower costs by paying only for resources used. The integration of Oracle Autonomous Database with other Oracle Cloud services, such as Java Cloud and the Oracle APEX low-code application development service, along with open interfaces and integrations, is designed to provide developers with a modern, open platform to develop new and innovative cloud-native applications.

~~For analytics workloads,~~ Oracle Autonomous AI Database is designed to ~~provide~~enable ~~customers~~on-demand, automatic scaling of database resources combined with ~~easy~~consumption-based pricing in order to~~-use~~ ~~analytics~~help ~~tools~~organizations ~~and~~lower ~~machine~~costs ~~learning~~by ~~capabilities~~paying ~~that~~only ~~are~~for ~~accelerated~~resources ~~using~~used. Oracle ~~Exadata’s~~Autonomous ~~scale~~AI Database includes Oracle APEX low-~~out~~code ~~infrastructure~~application ~~and~~development ~~work~~service with ~~Oracle~~AI ~~Analytics~~Assistant, ~~Cloud~~along with open interfaces and ~~third-party~~integrations, ~~analytics~~and ~~tools.~~is Wedesigned ~~believe~~to ~~Oracle~~provide ~~Autonomous~~developers ~~Database’s~~with ~~built-in~~a ~~developer~~modern, ~~capabilities~~open platform to develop new and ~~automation~~innovative ~~can~~cloud-native ~~enable~~applications. ~~organizations~~Oracle toAutonomous ~~quickly~~AI ~~deploy~~Database ~~new~~is ~~data~~available ~~marts~~on ~~and~~OCI ~~data~~for ~~warehouses;~~serverless ~~move~~or ~~existing~~dedicated ~~ones~~deployments, toas ~~the~~a ~~cloud;~~hybrid deployment with Oracle Exadata Cloud@Customer and ~~create~~OCI ~~data~~Dedicated ~~lakes~~Region. ~~All~~In ofaddition, ~~these~~Oracle ~~capabilities~~Autonomous ~~are~~AI ~~designed~~Database tois ~~enable~~available in multicloud deployments on other hyperscale cloud IT environments.

8For analytics workloads, Oracle Autonomous AI Database is designed to provide customers with easy-to-use analytics tools, machine learning and AI-driven capabilities that are accelerated using Oracle Exadata’s scale-out infrastructure and work with Oracle Analytics Cloud and third-party analytics tools. We believe Oracle Autonomous AI Database’s built-in developer capabilities and automation can enable organizations to quickly deploy new data marts and data warehouses; move existing ones to the cloud; and create data lakes. All of these capabilities are designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future

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~~organizations to gain new insights into customer behavior, more accurately anticipate future~~ demand, align workforce deployment with business activity forecasts and accelerate the pace of operations, among other benefits.

For transaction processing workloads, Oracle Autonomous AI Database is designed to enable organizations to securely run a mix of high-performance transactions of ranging complexity. It is also designed to enable organizations to efficiently support dynamic workloads, conduct real-time analysis of transactional data and lower administration costs. Oracle Autonomous Database is available on OCI for shared or dedicated deployments and on-premise with Oracle Exadata Cloud@Customer and OCI Dedicated Region. In addition, Oracle Autonomous Database is available on other hyperscale cloud IT environments, such as Amazon Web Services, Google Cloud and Microsoft Azure.

We offer advanced AI functionality, such as AI Vector Search, Select AI and ~~Select~~Private AI Agent Factory, in our recent ~~release~~releases of Oracle ~~Database~~AI ~~23ai~~Database, which enables customers to leverage their data for advanced generative AI functionality without needing to duplicate and maintain such data securely in other databases or external systems, while also providing customers with an option to utilize generative AI large language models (LLMs) of their choice.

Oracle ~~Database~~Infrastructure Software Licenses

Our primary infrastructure software license offerings include licenses to Oracle AI Database, Oracle Middleware and Java. Oracle AI Database is the world’s most popular enterprise database and is designed to enable reliable and secure storage, retrieval and manipulation of all forms of data. Oracle AI Database is licensed throughout the world by businesses and organizations of all sizes for a multitude of purposes, including, among others, for use within the Oracle Cloud to deliver our OCA, OCI and ~~OCI~~AI offerings; for use as a ~~cloud~~software license by a number of cloud-based vendors as a component of their respective cloud offerings; for packaged and custom applications for transaction processing; and for AI, data warehousing and business intelligence. Oracle AI Database may be deployed in various IT environments, including Oracle Public Cloud, Oracle Exadata Cloud@Customer, OCI Dedicated Region, Oracle Alloy, Oracle multicloud, other cloud-based IT environments and on-premise data centers, among others. 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~~which is a broad family of integrated application infrastructure software, is designed to enable customers to design and integrate Oracle and non-Oracle business applications, automate business processes, scale applications to meet customer demand, simplify security and compliance, manage lifecycles of documents and get actionable, targeted business intelligence. Built with Oracle’s Java technology platform, Oracle Middleware products are designed to be a foundation for custom, packaged and composite applications, thereby simplifying and reducing time-to-deployment. Oracle Middleware is designed to protect customers’ IT investments and work with both Oracle and non-Oracle databases, middleware and applications software through an open architecture and adherence to industry standards. In addition, Oracle Middleware supports multiple development languages and tools, which enables developers to flexibly build once and deploy applications globally across websites, portals and cloud-based applications utilizing a variety of IT environments. Among our other middleware software license offerings, we license development tools, such as Oracle WebLogic Server for Java application development and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources.

WeJava ~~license our Oracle Middleware, which~~ is athe ~~broad~~world’s ~~family~~most ofpopular ~~integrated~~programming ~~application~~language ~~infrastructure~~in ~~software,~~enterprise ~~for~~ use inand ~~various IT environments. Oracle Middleware~~ is ~~designed~~used to ~~enable~~deliver ~~customers~~cloud todevelopment ~~design~~ and ~~integrate~~deployment ~~Oracle~~services, ~~and~~microservices, ~~non-Oracle business applications~~analytics, ~~automate~~data ~~business processes~~management, ~~scale applications to meet customer demand~~blockchain, ~~simplify~~ security and ~~compliance,~~continuous ~~manage~~integration ~~lifecycles~~tools offor ~~documents~~numerous platforms and ~~get actionable~~technologies, ~~targeted~~including ~~business intelligence. Built with Oracle’s Java technology platform~~websites, ~~Oracle~~enterprise ~~Middleware products are designed to be a foundation for custom, packaged~~ and ~~composite~~consumer applications, ~~thereby~~embedded ~~simplifying~~devices and ~~reducing time~~large-~~to-deployment~~scale systems. ~~Oracle~~Java ~~Middleware~~has isbeen ~~designed~~adopted toby ~~protect customers’ IT investments and work with~~ both ~~Oracle~~independent ~~and non-Oracle databases, middleware and applications~~ software ~~through~~vendors an(ISVs) ~~open~~that ~~architecture~~have ~~and~~built ~~adherence~~their toproducts ~~industry~~using ~~standards.~~Java ~~In addition, Oracle Middleware supports multiple development languages~~ and ~~tools,~~by ~~which~~enterprise ~~enables~~organizations ~~developers~~building tocustom ~~flexibly build once and deploy~~ applications ~~globally~~or ~~across~~consuming ~~websites, portals and cloud~~Java-based ~~applications~~ISV ~~utilizing a variety of IT environments~~products.

Among our other middleware license offerings, we license development tools, such as Oracle WebLogic Server for Java application development, and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources. 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 the world’s most popular programming language among professional developers and is used to deliver cloud development and deployment services, microservices, analytics, data management, blockchain, security and continuous integration tools for numerous platforms and technologies, including websites, enterprise and consumer applications, embedded devices and large-scale systems. Java is designed to enable developers to write software on

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a single platform and run it on many other different platforms, independent of operating system and hardware architecture. Java has been adopted by both independent software vendors (ISVs) that have built their products using Java and by enterprise organizations building custom applications or consuming Java-based ISV products. Customers generally purchase Java offerings through subscriptions that include licenses and support services.

Oracle License Support

We provide customers the option to purchase license support contracts in connection with the purchase of Oracle applications and infrastructure licenses. Substantially all of our customers opt to purchase license support contracts when they purchase these licenses to run within the Oracle Cloud or other cloud-based and on-premise IT environments. We believe our license support offerings protect and enhance our customers’ investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services and unspecified license upgrades and enhancements during the term of the support period. Substantially all license 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 license support customers are entitled to receive. 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. We also offer a portfolio of operating systems, including Oracle Linux and Oracle Solaris, virtualization and other hardware-related software and a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management platform. These products are designed to help customers efficiently operate complex IT environments, including both end users’ and service providers’ cloud IT environments. Our primary hardware offerings are further described below.

Oracle Engineered Systems

Oracle Engineered Systems are core to our cloud-based and on-premise data center infrastructure offerings. Oracle Engineered Systems are pre-built products, combining multiple unique Oracle technology components, that may include database, storage, operating system, virtualization and management software with server, storage, networking hardware and other technologies. Oracle Engineered Systems are designed to deliver improved performance, scalability, availability, security and operational efficiency relative to our competitors’ products; to be upgraded effectively and efficiently; and to simplify maintenance cycles and improve security by providing a single solution for patching. For example, Oracle Exadata Database Machine isand anits ~~integrated~~cloud-based ~~platform~~analogs, ~~that~~are isintegrated platforms optimized for ~~achieving~~Oracle AI Database to achieve higher performance, scalability and availability at a lower cost by combining Oracle Database, storage and operating system software with Oracle server, storage and networking hardware. We offer our Oracle Engineered Systems through flexible deployment options, including on-premise, as a cloud offering in OCI, as a platform for Oracle Database services in Oracle multicloud partner data centers and as a hybrid cloud offering in customer data centers.

~~Oracle Servers and Storage~~ 7

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.

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cost by combining operating system and management software with Oracle ~~Hardware~~server, ~~Support~~storage and networking hardware. We offer our Oracle Engineered Systems through flexible deployment options, including on-premise, as a cloud offering in OCI, as a platform for Oracle AI Database services in Oracle multicloud partner data centers and as a hybrid cloud offering in customer data centers.

Oracle ~~hardware~~Software ~~support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems~~ and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues. Hardware ~~support~~Support ~~contracts are generally priced as a percentage of net hardware products fees.~~

We provide customers the option to purchase software support contracts in connection with the purchase of Oracle applications and infrastructure software licenses. Substantially all of our customers opt to purchase software support contracts when they purchase these software licenses. We believe our software support offerings protect and enhance our customers’ investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services and unspecified license upgrades and enhancements during the term of the support period. Substantially all 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 software support customers are entitled to receive.

Oracle hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues.

Oracle Services

We offer services to help customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our expertise in Oracle technologies, extensive experience and broad sets of intellectual property and best practices. Our services offerings substantially include, among others:

•

consulting services, which are designed to help our customers and global system integrator partners more successfully architect and deploy our cloud and ~~license~~software offerings, including IT strategy alignment, enterprise architecture planning and design, implementation, integration, application development, security assessments and ongoing software enhancements and upgrades. We utilize a global, blended delivery model to optimize value for our customers and partners, which involves the use of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and

•

~~advanced~~ customer success services, which are support services provided by Oracle to a customer to enable increased performance and higher availability of a customer’s Oracle products and services.

Oracle Cloud Operations

Oracle Cloud Operations deliver our Oracle Cloud ~~Services~~offerings to customers through a secure, reliable, scalable, enterprise grade cloud infrastructure platform managed by Oracle employees within a global network of data centers~~, which we refer to as the Oracle Cloud~~. The Oracle Cloud enables secure and isolated cloud-based instances for each of our customers to access the functionality of Oracle Cloud ~~Services~~offerings via a broad spectrum of devices. Oracle Cloud Operations leverage automated software tools to enable the rapid delivery of the latest cloud technology capabilities to the Oracle Cloud as they become available and provide Oracle customers access to the latest Oracle releases. We have invested in the rapid expansion of the Oracle Cloud by increasing existing data center capacity and adding data centers in new geographic locations to meet current and expected customer demand. We expect this trend will continue.

Manufacturing

We rely on third-party manufacturing partners to produce most of our hardware products that we market and sell to customers and utilize internally to deliver Oracle Cloud ~~Services~~offerings, and we distribute most of our hardware products from these partners’ facilities. Our manufacturing processes are substantially based on standardization of components across product types and centralization of assembly and distribution centers. Production of our hardware products requires that we purchase materials, supplies, product subassemblies and full assemblies from a number of suppliers. For most of our hardware products, we have existing alternative sources of supply or such sources are readily available. However, we do rely on sole sources for certain hardware components. We monitor and evaluate potential risks of disruption within our supply chain operations. Refer to Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to the sources and availability of supplies for our hardware products and the related risks to our businesses.

~~Sales and Marketing~~8

We directly market and sell our cloud, license, hardware, support and services offerings globally to businesses of many sizes and in many industries, government agencies and educational institutions. We also market and sell our offerings globally through indirect channels.

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hardware products requires that we purchase materials, supplies, product subassemblies and full assemblies from a number of suppliers. For most of our hardware products, we have existing alternative sources of supply or such sources are readily available. However, we do rely on sole and/or single sources for certain hardware components. We monitor and evaluate potential risks of disruption within our supply chain operations. Refer to Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to the sources and availability of supplies for our hardware products and the related risks to our businesses.

Sales and Marketing

We directly market and sell our cloud, software, hardware, support and services offerings globally to businesses of many sizes and in many industries, government agencies and educational institutions. We also market and sell our offerings globally through indirect channels.

In the United States (U.S.), our sales and services employees are based throughout the country. Outside the U.S., our international subsidiaries sell, support and service our offerings in their local countries as well as within other foreign countries where we do not operate through a direct sales subsidiary. Our geographic coverage allows us to draw on business and technical expertise from a global workforce, provides stability to our operations and revenue streams to offset geography-specific economic trends and offers us an opportunity to take advantage of new markets for our offerings. Our international operations subject us to certain risks, which are more fully described in Risk Factors included in Item 1A of this Annual Report. A summary of our domestic and international revenues and long-lived assets is set forth in Note 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

We also market our product offerings worldwide through indirect channels. The companies that comprise our indirect channel network are members of the Oracle Partner Network. The Oracle Partner Network is a global program that manages our business relationships with a large, broad-based network of companies, including cloud and ~~license~~software, hardware and services suppliers, system integrators and resellers that deliver innovative solutions and services based upon and in conjunction with our product offerings. By offering our partners access to our product offerings, educational information, technical services, marketing and sales support, the Oracle Partner Network program extends our market reach by providing our partners with the resources they need to be successful in delivering solutions to customers globally.

Research and Development

We develop the substantial majority of our products and services offerings internally utilizing the skills and diversity of a global workforce. In addition, we have extended our products and services offerings and intellectual property through acquisitions of businesses and technologies. We also purchase or license intellectual property rights in certain circumstances. Internal development allows us to maintain technical control over the design and development of our products. We have a number of U.S. and foreign patents and pending applications that relate to various aspects of our products and technology. However, although we believe that our patents have value, neither our business as a whole nor any of our principal businesses are materially dependent on a single patent. Rapid technological advances in cloud, software and hardware development, evolving standards in computer hardware and software technology, changing customer needs and frequent new product introductions, offerings and enhancements characterize the markets in which we compete. We plan to continue to dedicate a significant amount of resources to research and development efforts to develop new products and services offerings, as well as maintain and improve our current offerings. 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.

Human Capital Resources

At Oracle, our success is driven by the quality of our people, who we believe are among the best and brightest in the industry. We strive to attract and retain talented employees, to support our employees’ success and well-being and to foster a culture of inclusion where everyone is empowered to have a voice in driving innovation. The Compensation Committee of our Board of Directors (the Compensation Committee) is responsible for reviewing and monitoring matters related to human capital management, including talent acquisition and retention.

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Compensation Committee of our Board of Directors (the Compensation Committee) is responsible for reviewing and monitoring matters related to human capital management, including talent acquisition and retention.

Workforce

As of May 31, ~~2025~~2026, we employed approximately ~~162~~141,000 full-time employees, of which approximately 5849,000 were employed in the U.S. and approximately ~~104~~92,000 were employed internationally. Our approximate employee counts by lines of business are:

29,000	Cloud services and license support operations	37,000	Services
26,000	Cloud and software	34,000	Services
31,000	Sales and marketing	50,000	Research and development
25,000	Sales and marketing	43,000	Research and development
3,000	Hardware	12,000	General and administrative
2,000	Hardware	11,000	General and administrative

The average tenure of our employees is approximately eight years and 3031% of our employees have been employed with Oracle for ten or more years.

None of our employees in the U.S. are represented by labor unions; however, in certain foreign subsidiaries, labor unions or workers’ councils represent some of our employees.

Employee Experience

In order to attract and retain high quality talent, Oracle strives to deliver a great employee experience, anchored by an inclusive culture where employees can thrive, engage in meaningful work, leverage growth opportunities and focus on their well-being. We support employee well-being from multiple dimensions, including flexible benefits, economic, health, development, lifestyle and compensation.

We believe that one of the primary reasons candidates join Oracle is for the opportunity to develop their career and participate in our global inclusive culture. We have programs and resources to help our employees explore, build and achieve their career goals. By promoting an inclusive culture that leverages a broad range of perspectives and fosters a sense of belonging, we inspire and engage our workforce to solve complex problems to help our customers across the globe.

We promote regular career conversations between leaders and employees, focused on helping employees identify and take steps to grow their careers. Our Talent Review process, which runs on Oracle Fusion Cloud HCM, provides the mechanism for leaders to review and discuss opportunities and action plans to develop employees. 2920% of our open non-entry level positions were filled internally in fiscal ~~2025~~2026, providing growth opportunities and retaining critical knowledge and talent.

We believe that helping our employees learn and apply new skills is key to retaining and engaging them. It is also critical to our ability to innovate and rapidly evolve. We believe that our easily accessible learning resources enable us to improve our employees’ learning experience and better measure learning consumption. Oracle employees received more than 4.72 million hours of training in fiscal ~~2025~~2026 and accessed online learning content at an average rate of approximately 2.56 million views per month. Our employees take advantage of instructor-led classes, virtual library content and online learning resources on AI, sales, business, product, market/industry, leadership, technical and compliance skills, well-being and personal development related topics.

Leaders Who Listen

We believe that an important aspect of creating a workforce that supports employee, customer and business success is listening to employee feedback. We share the results of our annual employee engagement survey with leaders, including members of our Board of Directors (the Board). In fiscal ~~2025~~2026, ~~83%~~more ofthan ~~our~~105,000 employees participated in the annual survey. Leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success.

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Making a Difference

Each year, through our volunteering and giving programs, Oracle employees donate tens of thousands of volunteer hours and millions of dollars (matched by Oracle) to a wide variety of causes. Oracle and our employees also rise to the occasion in times of crisis.

13During fiscal 2026, Oracle donated tens of millions of dollars to advance education, promote health, strengthen communities and protect the environment. We also have two nonprofit foundations that focus on children and young people. Oracle Health Foundation makes pediatric case grants available around the world that fund medical care ranging from hearing aids to major surgeries. Oracle Education Foundation teaches young people how to innovate, solve problems with technology and shape a better future. 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. Since 2014, Oracle has also partnered with Design Tech High School, a public charter school for which we built a home at our Redwood Shores, California campus in 2016. 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.

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During fiscal 2025, Oracle donated tens of millions of dollars to advance education, promote health, strengthen communities and protect the environment. We also have two nonprofit foundations that focus on children and young people. Oracle Health Foundation makes pediatric case grants available globally that fund medical care ranging from hearing aids to major surgeries. Oracle Education Foundation teaches young people how to innovate, solve problems with technology and shape a better future. Since 2014, Oracle has partnered with Design Tech High School, a public charter school for which we built a home at our Redwood Shores, California campus in 2016.

Seasonality and Cyclicality

Our quarterly revenues have historically been affected by a variety of seasonal factors, including the structure of our sales force incentive compensation plans, which are common in the IT industry. In each fiscal year, our total revenues and operating margins are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. See “Cloud and ~~License~~Software Business” in Item 7 of this Annual Report for more information regarding the seasonality and cyclicality of the revenues, expenses and margins of our cloud and ~~license~~software business, which is our largest business.

Competition

We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as customer demands and competitive pressures otherwise change.

Our customers are demanding less complexity, more cost-effective and ~~lower~~higher ~~total~~performance ~~cost~~and availability in the implementation, sourcing, integration and ongoing maintenance of their IT environments. Our enterprise cloud, ~~license~~software and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world, including Adobe Systems Incorporated, Alphabet Inc., Amazon.com, Inc., Cisco Systems, Inc., Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Salesforce, Inc. and SAP SE, as well as other companies like Hewlett-Packard Enterprise and Workday, Inc. In addition, due to the low barriers to entry in many of our market segments, new technologies and new and growing competitors frequently emerge to challenge our offerings. Our competitors range from companies offering broad IT solutions across many of our lines of business to vendors providing point solutions, or offerings focused on a specific functionality, product area or industry. In addition, as we expand into new market segments, we face increased competition as we compete with existing competitors, as well as firms that may be partners in other areas of our business and other firms with whom we have not previously competed. For example, following our acquisition of Cerner Corporation, we also face competition from large healthcare IT providers such as Allscripts Healthcare Solutions, Inc., Arcadia Solutions, athenahealth, Inc., Epic Systems Corporation and InterSystems Corporation, among others. Moreover, we or our competitors may take certain strategic actions—including acquisitions, partnerships and joint ventures or repositioning of product lines—which invite even greater competition in one or more product offering categories.

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Key competitive factors in each of the segments in which we currently compete and may compete in the future include: total cost of ownership, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to production and quality of technical support. Our products and services sales and the relative strength of our products and services versus those of our competitors are also directly and indirectly affected by the following, among other factors:

•

market adoption of cloud-based IT offerings, including Oracle Cloud ~~Services~~ offerings;

•

our ability to develop AI technologies and features and to have access to AI technologies of competitors;

•

the ease of deployment, use, transacting for and maintenance of our products and services offerings;

•

compatibility between Oracle products and services deployed within local IT environments and public cloud IT environments, including our Oracle Cloud environments;

•

the broader “platform” competition between our industry standard Java technology platform and the .NET programming environment of Microsoft;

operating system competition among our Oracle Solaris and Linux operating systems, with alternatives including Microsoft’s Windows Server and other UNIX and Linux operating systems;

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the adoption of open source alternatives to commercial software by enterprise software customers;

•

products, features and functionality developed internally by customers and their IT staff;

•

products, features and functionality customized and implemented for customers by consultants, systems integrators or other third parties; and

•

the attractiveness of offerings from business processing outsourcers.

For more information about the competitive risks we face, refer to Item 1A Risk Factors included elsewhere in this Annual Report.

Governmental Regulation

We operate globally and are subject to numerous U.S. federal, state and foreign laws and regulations covering a wide variety of subject matters. For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors included elsewhere in this Annual Report.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, on the SEC website at www.sec.gov and our Investor Relations website at www.oracle.com/investor as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. We use our Investor Relations website as a means of disclosing material non-public information. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, information regarding our environmental policy and global sustainability initiatives and solutions are also available on our website at www.oracle.com/social-impact. ~~The information posted on or accessible through our website is not incorporated into this Annual Report. The references to our websites are intended to be inactive textual references only.~~

This Annual Report includes several website addresses and references to additional company reports found on those websites. These website addresses are intended to provide inactive, textual references only. 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.

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Information About Our Executive Officers

Our executive officers are listed below:

Name Office(s) Lawrence J. Ellison ~~Chairman~~Executive Chair of the Board of Directors and Chief Technology Officer ~~Safra~~Clayton AM. ~~Catz~~Magouyrk Chief Executive Officer and Director ~~Jeffrey~~Michael OD. ~~Henley~~Sicilia Chief Executive Officer and Director Mark Hura President, Global Field Operations Hilary Maxson Chief Financial Officer Safra A. Catz Executive Vice ~~Chairman~~Chair of the Board of Directors ~~Clayton~~Jeffrey ~~Magouyrk~~O. ~~President,~~Henley ~~Oracle~~Executive ~~Cloud~~Vice ~~Infrastructure~~Chair ~~Michael~~of ~~Sicilia~~the ~~President,~~Board ~~Industries~~of Directors Stuart Levey Executive Vice President, Chief Legal Officer Maria Smith Executive Vice President, Chief Accounting Officer

Mr. Ellison, 8081, has been our ~~Chairman~~Executive Chair of the Board and Chief Technology Officer since September 2014. He served as our Chief Executive Officer from June 1977, when he founded Oracle, until September 2014. He has served as a Director since June 1977. He previously served as our Chairman of the Board from May 1995 to January 2004.

MsMr. ~~Catz~~Magouyrk, 6339, has been our Chief Executive Officer since September ~~2014~~2025. ~~She~~He served as our President ~~from January 2004 to September 2014~~, ~~our~~Oracle ~~Chief~~Cloud ~~Financial~~Infrastructure ~~Officer most recently~~ from ~~April~~June ~~2011~~to ~~until~~ September ~~2014~~2025. ~~and~~From aDecember ~~Director~~2019 ~~since~~to ~~October~~June ~~2001.~~2025, ~~She~~he ~~was~~served ~~previously~~as ~~our~~an ~~Chief~~Executive ~~Financial~~Vice ~~Officer~~President ~~from~~in ~~November~~various ~~2005~~roles, ~~until~~including ~~September~~Executive ~~2008~~Vice ~~and~~President, ~~our~~Cloud ~~Interim~~Infrastructure ~~Chief~~and ~~Financial~~Executive ~~Officer~~Vice ~~from~~President, ~~April~~Oracle ~~2005~~Cloud ~~until~~Infrastructure ~~July 2005~~Engineering. Prior to being named ~~our~~Executive Vice President, ~~she~~Mr. Magouyrk held various other positions with us since joining Oracle in ~~1999~~2014. ~~She~~Prior ~~previously~~to ~~served~~joining asOracle, he was a ~~director~~senior ofengineer ~~The~~at ~~Walt~~Amazon ~~Disney~~and ~~Company.~~Amazon Web Services from 2008 to 2014.

Mr. ~~Henley~~Sicilia, 8055, has ~~served~~been as our ~~Vice~~Chief ~~Chairman~~Executive ofOfficer ~~the Board~~ since September ~~2014~~2025. He ~~previously~~ served as our ~~Chairman~~President, ofIndustries ~~the Board~~ from ~~January~~June ~~2004~~ to September ~~2014~~2025. ~~and~~From ~~has~~October 2019 to June 2025, he served as aan ~~Director~~Executive ~~since~~Vice ~~June~~President ~~1995~~in various roles, including Executive Vice President, Industries and Executive Vice President, Global Business Units. HePrior ~~served~~to asbeing ~~our~~named Executive Vice President, ~~and~~Mr. Sicilia held various other positions with us since joining Oracle in 2009. Prior to joining Oracle, he was Chief ~~Financial~~Technology Officer ~~from~~at ~~March~~Primavera ~~1991~~Systems toand ~~July~~held ~~2004~~other positions from 1993 to 2008.

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. She served as our Chief Executive Officer from September 2014 to September 2025, President from January 2004 to September 2014, our Chief Financial Officer most recently from April 2011 until September 2014 and a Director since October 2001. She was previously our Chief Financial Officer from November 2005 until September 2008 and our Interim Chief Financial Officer from April 2005 until July 2005. Prior to being named our President, she held various other positions with us since joining Oracle in 1999. She currently serves as a director of Paramount Skydance Corporation and she previously served as a director of The Walt Disney Company.

Mr. Henley, 81, has been our Executive Vice Chair of the Board since September 2014. He served as our Chairman of the Board from January 2004 to September 2014 and has served as a Director since June 1995. He served as our Executive Vice President and Chief Financial Officer from March 1991 to July 2004.

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Mr. Levey, 63, has been our Executive Vice President, Chief Legal Officer since October 2022. Prior to joining Oracle, Mr. Levey served as Chief Executive Officer of Diem Association from August 2020 until June 2022, and as Chief Legal Officer of HSBC Holdings, plc from January 2012 to August 2020.

Ms. Smith, 60, has been our Executive Vice President, Chief Accounting Officer since December 2022. She served as our Senior Vice President, Corporate Controller from December 2020 to December 2022, as our Senior Vice President, Assistant Corporate Controller from September 2017 to December 2020 and as our Vice President, Global Controllers Organization and Mergers and Acquisitions from November 2012 to September 2017. She held various other positions with us since joining Oracle in 1999.

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Item 1A. Risk Factors

We operate in rapidly changing economic and technological environments that present numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as our discussion in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, highlights some of these risks. The risks described below are not exhaustive and you should carefully consider these risks and uncertainties before investing in our securities. 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

Business and Operational Risks

•

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.

•

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 decline.

•

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.

Data Privacy, Cybersecurity and Intellectual Property Risks

•

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

•

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.

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~~Mr.~~Legal Magouyrk, 38, has been our President, Oracle Cloud Infrastructure since June 2025. From December 2019 to June 2025, he served as an Executive Vice President in various roles, including Executive Vice President, Cloud Infrastructure and ~~Executive~~Regulatory Vice President, Oracle Cloud Infrastructure Engineering. Prior to being named Executive Vice President, Mr. Magouyrk held various other positions with us since joining Oracle in 2014. Prior to joining Oracle, he was a senior engineer at Amazon and Amazon Web Services from 2008 to 2014.Risks

•

~~Mr.~~Adverse ~~Sicilia,~~litigation ~~54,~~results ~~has~~could ~~been~~affect our ~~President, Industries since June 2025~~business. From October 2019 to June 2025, he served as an Executive Vice President in various roles, including Executive Vice President, Industries and Executive Vice President, Global Business Units. Prior to being named Executive Vice President, Mr. Sicilia held various other positions with us since joining Oracle in 2009. Prior to joining Oracle, he was Chief Technology Officer at Primavera Systems and held other positions from 1993 to 2008.

•

~~Mr.~~We ~~Levey,~~may ~~62,~~be ~~has~~subjected ~~been~~to ~~our~~increased ~~Executive~~taxes ~~Vice~~due ~~President,~~to ~~Chief~~changes ~~Legal~~in ~~Officer since October 2022~~U.S. ~~Prior~~or tointernational ~~joining~~tax ~~Oracle~~laws, ~~Mr.~~the ~~Levey~~inability ~~served~~to asobtain ~~Chief~~or ~~Executive~~retain ~~Officer~~tax ofincentives, ~~Diem~~or ~~Association~~ from ~~August~~adverse ~~2020~~resolutions ~~until~~of ~~June~~tax ~~2022,~~audits and ~~as Chief Legal Officer of HSBC Holdings, plc from January 2012 to August 2020~~controversies.

•

~~Ms.~~Our ~~Smith,~~international ~~59,~~sales ~~has~~and ~~been~~operations ~~our~~and ~~Executive~~global ~~Vice~~customer ~~President,~~base ~~Chief~~subject ~~Accounting~~us ~~Officer since December 2022. She served as our Senior Vice President, Corporate Controller from December 2020~~ to ~~December~~additional ~~2022~~risks, asincluding ~~our~~trade ~~Senior Vice President~~restrictions, ~~Assistant~~export ~~Corporate~~controls ~~Controller from September 2017 to December 2020,~~ and ~~as our Vice President~~sanctions, ~~Global~~that ~~Controllers~~can ~~Organization~~adversely ~~and~~affect ~~Mergers~~our ~~and~~operating ~~Acquisitions from November 2012 to September 2017~~results. ~~She held various other positions with us since joining Oracle in 1999.~~

•

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

Financial Risks

•

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.

Risks Related to our Common and Preferred Stock

•

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.

General Risks

•

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

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Item 1A. Risk Factors

Business and Operational Risks

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 industry is characterized by rapid technological advances, intense competition, changing delivery models, evolving standards in communications infrastructure, increasingly sophisticated customer needs and frequent new product introductions and enhancements. 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 ~~license~~software, hardware or cloud offerings or renew ~~license~~software support, hardware support or cloud subscriptions contracts. Renewals of these contracts are important to our future success. In addition, we cannot provide any assurance that the standards on which we choose to develop new products will allow us to compete effectively for business opportunities in emerging areas.

In addition, our business may be adversely affected if:

•

we do not continue to develop and release new or enhanced products and services within the anticipated time frames;

•

~~infrastructure~~it takes more time or costs tomore ~~deliver~~than ~~new~~anticipated orto ~~enhanced~~build ~~products~~out ~~and~~the ~~services~~infrastructure ~~take~~required ~~longer~~to ordeliver ~~result~~new inor ~~greater~~enhanced ~~costs~~products ~~than~~and ~~anticipated~~services;

•

supply chain costs, energy costs or other costs to develop, produce or distribute our products and services result in greater costs than anticipated;

•

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

•

we fail to meet our contractual service level commitments;

•

there is a delay in market acceptance of and difficulty in transitioning new and existing customers to new, enhanced or acquired product lines or services;

•

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

•

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

•

there are changes in IT trends that we do not adequately anticipate or timely address with our product development efforts;

•

we do not optimize complementary product lines and services in a timely manner; or

•

we fail to adequately integrate, support or enhance acquired product lines or services.

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 above, or if one or more of our key customers experiences insolvency, bankruptcy or other issues impacting their creditworthiness. Any such loss could also limit or reduce our growth in future periods.

Our AI products may not operate as anticipated, which could adversely affect our reputation, revenues and profitability. Machine learning and AI, including generative AI, agentic AI and LLMs, are increasingly driving innovations in technology, and AI technology and services are highly competitive and rapidly evolving. 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. We have ~~invested~~made significant investments in AI initiatives, including investments in infrastructure and headcount, and we expect to continue to invest, significant resources to build and support our AI products in support of our growth strategy. In addition, we rely on partners and suppliers to produce some of our AI products. If we are unable to introduce new AI products, or if our AI products fail to operate as anticipated or as well as competing products or otherwise do not meet customer needs, or if our competitors’ AI products achieve higher market acceptance than ours, or if we incur costs higher than expected to build and support our AI products, we may fail to recoup our investments in AI and our business and reputation may be harmed. Further, if we do not

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~~recoup our investments in AI and our business and reputation may be harmed. 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. 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 improper use 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 challenges and uncertainties. Our failure to adapt to these changes, or any failure by our employees, contractors, partners, suppliers 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.

IfAI wetechnologies doare ~~not~~rapidly ~~successfully~~changing ~~execute~~and ~~our~~present ~~Oracle~~evolving ~~Cloud~~legal, ~~strategy~~regulatory and ethical issues, including ~~our~~claims ~~offerings~~ of ~~Oracle~~bias, ~~Cloud Services~~discrimination, ~~our~~a ~~revenues~~perceived ~~and~~lack ~~profitability~~of ~~may~~transparency, ~~decline. We~~as ~~provide~~well ~~our~~as ~~cloud~~sometimes ~~and~~unpredictable ~~other~~behaviors ~~offerings~~or toinadvertent ~~customers~~use ~~worldwide~~or ~~via~~incorporation ain ~~variety~~model oftraining ~~deployment~~or ~~models,~~outputs ~~including~~of ~~via~~copyrighted ~~our~~or ~~cloud-based~~other ~~OCA~~protected ~~and~~material, ~~OCI~~such ~~offerings.~~as Aspersonal ~~these~~and ~~business~~patient ~~models~~health ~~continue to evolve~~information, weany ~~may~~of ~~not~~which becould ~~able~~expose tous ~~compete~~or ~~effectively,~~our ~~generate~~customers ~~significant~~to ~~revenues~~reputational or ~~maintain~~legal ~~the~~risk ~~profitability~~and inhibit adoption of our ~~cloud~~AI ~~offerings~~products. ~~Additionally~~Moreover, ~~the~~AI ~~increasing~~models ~~prevalence~~and oftraining ~~various~~approaches ~~cloud~~may ~~offering~~contain ~~models~~errors byor uslimitations. ~~and~~The ~~our~~data ~~competitors~~used to develop or operate AI systems may ~~unfavorably~~be ~~impact~~overly ~~the~~broad, ~~pricing~~incomplete, ofor ~~our~~include ~~cloud~~biased ~~and~~or ~~license~~inaccurate ~~offerings~~information, which could result in outputs that are offensive, unlawful, inaccurate or otherwise harmful. If we doenable ~~not~~or ~~successfully~~offer ~~execute~~AI ~~our~~products ~~cloud~~that ~~computing~~draw ~~strategy~~controversy ordue ~~anticipate~~to ~~the~~their ~~cloud~~perceived ~~computing~~or ~~needs~~actual ofimpact ~~our~~on ~~customers~~society, ~~our~~or ~~reputation~~if aswe aare ~~cloud~~unable ~~services~~to ~~provider~~develop, ~~could~~implement beand ~~harmed~~maintain effective internal policies and ~~our~~frameworks ~~revenues~~relating to the responsible development and ~~profitability~~use ~~could~~of ~~decline~~AI, we may experience brand or reputational harm, competitive harm or legal liability.

AsJurisdictions ~~customer~~around ~~demand~~the ~~for~~world ~~our~~are ~~cloud~~developing ~~offerings~~and ~~increases,~~passing wenew ~~experience~~regulations ~~volatility~~that inapply ~~our~~specifically ~~reported~~to ~~revenues~~the ~~and~~use ~~operating~~of ~~results~~AI. ~~due~~For toexample, the ~~differences~~U.S. AI regulatory framework remains in ~~timing~~development ofand ~~revenue~~has ~~recognition~~been ~~between~~introduced ~~our~~at ~~cloud~~the ~~license~~federal ~~and~~level ~~on-premise~~through ~~license~~executive orders and ~~hardware~~legislation ~~product~~has ~~arrangements~~been ~~relative~~introduced toand ~~our~~enacted ~~cloud~~at ~~offering~~the ~~arrangements~~state level. ~~Customers~~Additionally, ~~predominantly~~obligations ~~purchase~~under ~~our~~the ~~cloud~~EU ~~offerings~~AI onAct ahave ~~subscription~~gone ~~basis,~~into effect and ~~revenues~~will ~~from~~continue ~~these~~to ~~offerings~~be ~~are~~implemented ~~generally~~in ~~recognized~~phases ~~ratably~~through or2030, asand ~~services~~other ~~are~~jurisdictions ~~consumed~~have ~~over~~passed ~~the~~or ~~terms~~are ofconsidering ~~the~~similarly ~~subscriptions~~focused legislation. ~~Consequently~~Regulatory uncertainty, ~~any~~including ~~deterioration~~the inlack ~~sales~~of ~~activity~~comprehensive ~~associated~~federal ~~with~~legislation ~~our~~and ~~cloud~~a ~~offerings~~patchwork ~~may~~of ~~not~~existing beand ~~immediately~~proposed ~~observable~~frameworks and regulatory initiatives in ~~our~~numerous ~~consolidated~~jurisdictions, ~~statements~~may ofexpose ~~operations.~~us ~~This~~to iscompliance inchallenges, ~~contrast~~costs toand ~~revenues~~uncertainties ~~associated~~requiring ~~with~~us ~~our~~to ~~license~~manage varying and ~~hardware~~sometimes ~~product~~conflicting ~~arrangements~~expectations in the U.S. and globally, ~~which~~including ~~are~~potential ~~generally~~government ~~recognized~~restrictions inon ~~full~~AI atinfrastructure, ~~the~~compute ~~time~~resources, ofmodel ~~delivery~~weights, ofcross-border ~~the~~AI ~~related~~services, ~~licenses~~customer access and ~~hardware~~localization ~~products~~or nationalization initiatives. InOur ~~addition,~~failure weto ~~may~~adapt ~~not~~to bethese ~~able~~changes, toor ~~accurately~~any ~~anticipate~~failure ~~customer~~by ~~transitions~~our ~~from~~employees, orcontractors, bepartners, ~~able~~suppliers, customers or agents to ~~sufficiently~~comply ~~backfill~~with ~~reduced~~laws ~~customer~~and ~~demand~~regulations ~~for~~applicable to our ~~license~~AI products or our related policies and procedures, ~~hardware~~could result in legal, financial and ~~support~~reputational ~~offerings~~consequences ~~relative~~including, but not limited to, ~~the~~being ~~expected~~required ~~increase~~to inadjust ~~customer~~or ~~adoption~~limit ofour ~~and~~product ~~demand~~offerings ~~for~~or our ~~Oracle~~use ~~Cloud~~of ~~Services,~~AI ~~which~~in ~~could~~certain ~~adversely~~jurisdictions ~~affect~~to ~~our~~comply ~~revenues~~with new and ~~profitability~~evolving AI laws and regulations.

If we ~~are unable to secure data center capacity at affordable rates or~~ do not ~~accurately~~successfully ~~plan~~execute ~~for and manage~~ our ~~infrastructure~~Oracle ~~capacity~~Cloud ~~requirements~~strategy, including our ~~profitability~~offerings ~~may decline. As a part~~ of ~~our~~ Oracle Cloud ~~strategy~~, ~~we plan~~ our ~~investment levels based on estimates of future~~ revenues and ~~customer~~profitability ~~demand~~may ~~and future anticipated rates of growth~~decline. We Inprovide ~~recent periods,~~ our cloud ~~services~~ and ~~license~~other ~~support~~offerings ~~expenses have grown~~ to ~~meet~~customers ~~current~~worldwide ~~and~~via ~~expected~~a ~~demand~~variety ~~for~~of ~~our~~deployment ~~cloud offerings~~models, including ~~investments~~via ~~to increase~~ our ~~existing~~cloud-based ~~data~~OCA ~~center capacity~~ and toOCI ~~establish data centers in new geographic locations~~offerings. InAs ~~connection with~~ these ~~investments,~~business wemodels ~~entered, and expect to~~ continue to ~~enter~~evolve, ~~into~~we ~~long-term~~may ~~lease~~not ~~commitments~~be ~~with~~able ~~third-party~~to ~~data~~compete ~~center~~effectively, ~~providers~~generate ~~and other~~ significant ~~commitments~~revenues ~~with suppliers of chips and other data center infrastructure. If we underestimate customer demand~~ or ~~our~~maintain ~~data~~the ~~center~~profitability ~~capacity needs, we may face shortages~~ of ~~available infrastructure, limiting~~ our ~~ability~~cloud ~~to support customer growth and potentially causing us to lose business to competitors~~offerings. ~~Conversely~~Additionally, ifthe weincreasing ~~overestimate~~prevalence ~~customer~~of ~~demand~~various orcloud ~~our~~offering ~~data~~models ~~center~~by ~~capacity~~us ~~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~~competitors ~~data center vendors generally require us to pay significant contract termination fees to early exit such obligations. Data centers in geographies that we rely on~~ may ~~also~~unfavorably beimpact ~~unavailable on commercially reasonable terms or at all. Moreover, we do not control~~ the ~~operation~~pricing of ~~these third-party data centers, and they may suffer interruptions in service from events beyond~~ our ~~control,~~cloud ~~including from acts of government, natural events, power loss, break-ins or misconduct by those third parties. We have faced,~~ and ~~may~~software ~~continue to face, rising costs for data center energy demands~~offerings. InIf ~~addition,~~ we ~~rely~~do onnot ~~third-party~~successfully ~~suppliers~~execute toour ~~provide~~cloud ~~equipment~~computing ~~and~~strategy ~~components required to outfit these data centers on a timely basis. Ongoing~~ or ~~future~~anticipate ~~delays or~~ the ~~inability~~cloud tocomputing ~~meet~~needs ~~customer demand could cause the loss~~ of ~~additional sales, delay~~ our ~~revenue recognition or increase our costs~~customers, ~~all of which could adversely affect the margins of~~ our ~~business.~~reputation Weas ~~typically~~a ~~depreciate~~cloud ~~these~~services ~~assets~~provider ~~over their estimated useful lives, which~~ could be ~~shortened~~harmed ~~should~~and our ~~cloud~~revenues ~~strategies~~and ~~change,~~profitability ~~which~~ could ~~adversely affect our profitability~~decline.

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 software license and hardware product arrangements relative to our cloud offering arrangements. Customers predominantly purchase our cloud offerings on a subscription basis, and revenues from these offerings are generally recognized ratably or as services are consumed over the terms of the subscriptions. Consequently, any deterioration in sales activity associated with our cloud offerings may not be immediately observable in our consolidated statements of operations. This is in contrast to revenues associated with our license and hardware product arrangements, which are generally recognized in full at the time of delivery of the related licenses and hardware products. In addition, we may not be able to accurately anticipate customer transitions from, or be able to sufficiently backfill reduced customer demand for, our software, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud, which could adversely affect our revenues and profitability.

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 decline. To grow our OCI business, which requires increased computing capacity, we must incur significant capital and operating expenditures to increase our existing data center capacity and to establish data centers in new geographic locations. In connection with these investments, we 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. If we underestimate customer demand or our data center capacity needs, we may face shortages of available infrastructure, limiting our ability to support customer growth and potentially causing us to lose business to competitors. Conversely, if we overestimate customer demand or any of our key customers are unable to pay or

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~~Our~~otherwise ~~products~~perform ~~and~~under ~~services~~their ~~may~~contracts ~~not~~with ~~function~~us, ~~properly if~~ we ~~experience~~could ~~significant~~be ~~coding,~~locked ~~manufacturing~~into ormulti-year ~~configuration~~commitments ~~errors~~for inexcess ~~our~~data ~~cloud,~~center ~~license~~space and ~~hardware~~related ~~offerings. Despite~~capital ~~testing~~expenditures, ~~prior~~as towell ~~the~~as ~~release~~associated ~~and~~financings, ~~throughout~~without ~~the~~receiving ~~lifecycle~~corresponding ofrevenue. aIn ~~product or service~~addition, ~~our~~the ~~cloud~~terms, ~~license~~renewal options and ~~hardware~~pricing ~~offerings~~adjustments ~~sometimes~~in ~~contain~~our ~~coding,~~long-term ~~manufacturing~~data orcenter ~~configuration~~leases ~~errors~~typically ~~that~~do ~~can~~not ~~impact~~align ~~their~~with ~~function,~~the ~~performance~~duration and ~~security,~~pricing ~~and~~of ~~result~~customer incontracts, ~~other negative consequences. The detection~~ and ~~correction~~if ofcustomers ~~any~~do ~~errors~~not inrenew ~~released~~their ~~cloud~~contracts, ~~license~~we ormay ~~hardware offerings can~~ be ~~time~~unable ~~consuming~~to ~~and costly. Errors in our cloud~~re-lease, ~~license~~repurpose or ~~hardware~~assign ~~offerings,~~such orcapacity ~~errors~~on ~~embedded~~acceptable interms, ~~third-party~~if ~~software~~at ~~products~~all. orOur ~~services~~business ~~incorporated into our own products~~is, ~~can~~and ~~affect~~may ~~their~~continue ~~ability~~ to ~~properly function~~be, ~~integrate~~exposed orto ~~operate~~risks ~~with~~of ~~other~~customer ~~cloud,~~non-payment ~~license~~and ornon-performance. ~~hardware~~Our ~~offerings;~~customer ~~result~~base inand ~~service interruptions, delays or outages of~~ our ~~cloud~~policies ~~offerings;~~and ~~create~~procedures ~~security~~to ~~vulnerabilities~~manage in our ~~products~~exposure orto ~~services;~~credit ~~delay~~risk, ~~the~~including ~~development~~through orreceipt ~~release~~ of ~~new~~prepayments ~~products~~under orsome ~~services~~of orour ~~new~~committed ~~versions~~contracts, ofcredit ~~products~~analysis ~~or services;~~ and ~~adversely~~monitoring ~~affect~~procedures, ~~market~~cannot ~~acceptance~~fully ofeliminate ~~our~~customer ~~products~~credit ~~or services. If we experience any of these errors~~risk, orand ifto ~~there~~the ~~are~~extent ~~delays in releasing~~ our ~~cloud,~~policies ~~license~~and orprocedures ~~hardware~~prove ~~offerings~~to orbe ~~new~~inadequate, ~~versions~~it ofcould ~~these~~negatively ~~offerings,~~affect our ~~sales~~business, ~~could~~operating beresults ~~affected~~ and ~~revenues~~financial ~~could decline~~condition. In addition, wesome ~~run~~of ~~Oracle’s business operations as well as cloud and other services that we offer to~~ our customers onmay ~~our~~be ~~products~~highly ~~and~~leveraged ~~networks. Therefore, any flaws could affect our~~ and ~~our~~subject ~~customers’ abilities~~ to ~~conduct~~their ~~business~~own ~~operations~~operating and toregulatory ~~ensure~~risks ~~accuracy in financial processes~~ and ~~reporting~~, ~~and~~even ~~may~~if ~~result~~our incredit ~~unanticipated~~review ~~costs~~ and ~~interruptions.~~analysis ~~Enterprise~~mechanisms ~~customers~~work ~~rely on our cloud~~properly, ~~license~~we ~~and~~may ~~hardware~~experience ~~offerings~~risks ~~and~~of ~~related~~non-payment ~~services to run their businesses,~~ and ~~errors~~non-performance in our ~~cloud,~~dealings ~~license~~with ~~and~~such ~~hardware~~parties. ~~offerings~~In ~~and~~certain ~~related~~OCI ~~services could expose us to product liability~~offerings, ~~performance~~we ~~and~~are ~~warranty~~more ~~claims~~concentrated asamong ~~well~~a asnumber ~~significant~~of ~~harm~~large ~~to our brand and reputation~~customers, which could ~~impact~~increase ~~our~~these ~~future sales~~risks.

IfOur wedata ~~are~~center ~~unable~~expansion todepends ~~compete~~on ~~effectively~~access to suitable, ~~the~~permitted ~~results~~build ofsites; ~~operations~~reliable and ~~prospects~~predictable ~~for~~power ~~our~~sources; ~~business~~networking ~~could~~hardware; beand ~~harmed. We~~server ~~face~~availability, ~~intense~~including ~~competition~~graphics inprocessing ~~all~~units, ~~aspects~~memory ofdevices ~~our~~and ~~business~~other critical components. ~~The~~Data ~~nature~~centers ofin ~~the~~geographies ITthat ~~industry~~we ~~creates~~rely aon ~~competitive~~may ~~landscape~~be ~~that~~unavailable ison ~~constantly~~commercially ~~evolving~~reasonable asterms ~~firms~~or ~~emerge,~~at ~~expand~~all. orGovernment-imposed ~~are~~limits ~~acquired,~~or asmoratoria ~~technology~~on ~~evolves~~data ~~and~~center asconstruction ~~delivery~~in ~~models~~a ~~change.~~given ~~Our~~market ~~enterprise~~could ~~cloud,~~hinder ~~license~~our ~~and~~ability ~~hardware~~to ~~offerings~~execute ~~compete~~our ~~directly~~expansion ~~with~~plans ~~certain~~or ~~offerings~~prevent us from ~~some~~completing ofplanned ~~the~~data ~~largest~~center ~~and~~projects. ~~most~~Even ~~competitive~~where ~~companies~~suitable insites ~~the~~and ~~world~~capacity are available, ~~many~~our ofdata ~~which~~center ~~have~~expansion ~~well-developed~~plans ~~customer~~are ~~bases~~complex and ~~strong~~subject ~~brand~~to ~~recognition.~~execution Inrisks, ~~addition~~including, ~~due~~among toothers, ~~the~~delays ~~low~~or ~~barriers~~cost toincreases ~~entry~~related into ~~many~~design, ofengineering, ~~our~~permitting, ~~market~~construction, ~~segments~~utility interconnection, ~~new~~equipment ~~technologies~~delivery and ~~new,~~contractor ~~agile~~performance. ~~and~~Our ~~growing~~ability ~~competitors~~to ~~frequently~~build ~~emerge~~and tooperate ~~challenge~~data ~~our~~centers ~~offerings.~~also Wemay ~~believe~~be ~~many~~affected ~~vendors~~by ~~spend~~existing ~~amounts~~and inevolving ~~excess~~laws, ofregulations ~~what~~and ~~Oracle~~policies ~~spends~~relating to ~~develop~~land use and ~~market~~zoning, ~~applications~~environmental ~~and~~permitting, ~~infrastructure~~energy ~~technologies~~usage, ~~including~~grid ~~databases~~reliability, ~~middleware~~greenhouse ~~products~~gas emissions, ~~application~~water ~~development~~usage, ~~tools~~building codes, ~~business~~health ~~applications~~and safety, ~~collaboration~~tax ~~products~~incentives and ~~business~~data ~~intelligence~~localization. These requirements, ~~compute~~or changes in their interpretation or enforcement, ~~storage~~could increase our capital and ~~networking~~operating ~~products~~costs, ~~among~~delay ~~others~~or prevent planned projects, ~~which~~limit ~~compete~~where ~~with~~or ~~Oracle~~how ~~applications~~we build or operate data centers, or adversely affect our ability to meet customer commitments and ~~infrastructure~~anticipated ~~offerings~~demand.

In addition, ~~use~~we ofdepend ~~our~~on ~~competitors’~~third ~~technologies~~parties ~~can~~to ~~influence~~develop aand ~~customer’s~~deliver ~~purchasing~~certain ~~decision~~data center capacity and related infrastructure, and their inability to obtain financing, complete construction on schedule or ~~create~~manage anconstruction ~~environment~~cost ~~that~~overruns ~~makes~~could itdelay ~~less~~the ~~efficient~~availability toof ~~utilize~~data center space or ~~migrate~~increase toour ~~Oracle~~costs. ~~products~~We have faced, and ~~services.~~may ~~For~~continue ~~example~~to face, wechallenges ~~offer~~with ~~our~~securing ~~customers~~reliable ~~multicloud~~and ~~services~~cost-effective ~~whereby~~power sources for our ~~customers~~data ~~can~~center ~~combine~~energy ~~cloud~~demands, ~~services~~which ~~from~~are ~~multiple~~constrained ~~clouds~~globally ~~with~~due to the ~~goal~~significant increase in demand for and limited availability of ~~optimizing~~energy ~~cost~~to power AI compute. These constraints on available power sources could disrupt operations at affected data centers or restrict our capacity to grow, ~~functionality~~adversely impacting our business, operating results, financial condition and ~~performance~~prospects. ~~OCI’s~~In ~~multicloud~~addition, ~~services~~power ~~work~~prices ~~with~~can abe ~~number~~volatile, ofincluding due to extreme weather events and market structure in certain regions, and increases in energy costs can adversely affect our ~~competitors’~~margins, ~~products~~particularly where customer pricing is fixed or committed. We also may enter into long-term power supply arrangements, including ~~Microsoft~~power ~~Azure~~purchase agreements or similar arrangements, ~~Amazon~~that ~~Web~~may ~~Services~~extend beyond customer contract terms and ~~Google~~expose ~~Cloud.~~us ~~This~~to ~~multicloud~~counterparty ~~strategy~~risk, ~~could~~pricing ~~lead~~risk ~~our~~and ~~customers~~potential collateral or credit support requirements. We also may be unable to ~~migrate~~secure ~~away~~sufficient ~~from~~energy ~~our~~resources ~~cloud~~on ~~offerings~~acceptable terms to ~~our~~meet ~~competitors’~~customer ~~products~~expectations or ~~limit~~our ~~their~~sustainability ~~purchases~~goals. ofThese ~~additional~~investments ~~Oracle~~and ~~products~~commitments may require significant cash outlays before, ~~either~~or in excess of, the revenues or cash flows generated by the related capacity, which could adversely affect our ~~revenues~~cash ~~and~~flows, ~~profitability~~increase our need for external financing or require us to reduce, delay or reprioritize other investments.

~~Our~~We ~~competitors~~also ~~may~~rely ~~also~~on ~~seek~~third-party suppliers to ~~attract~~provide orequipment ~~retain~~and ~~customers~~components ~~who~~required ~~might~~to ~~otherwise~~outfit ~~purchase~~these ~~our~~data ~~products~~centers ~~and~~on ~~services~~a bytimely ~~offering~~basis. ~~competing~~We ~~products~~do ~~and~~not ~~services~~control onthe ~~terms~~operation ~~that~~of wethese ~~may~~third-party ~~not~~data ~~generally~~centers, ~~find~~and ~~acceptable.~~they Wemay ~~could~~suffer ~~lose~~interruptions ~~customers~~in ifservice from events beyond our ~~competitors~~control, ~~introduce~~including ~~new~~from ~~competitive~~acts ~~products~~of government, ~~add~~natural ~~new~~events, ~~functionality~~power loss, ~~acquire~~break-ins ~~competitive~~or ~~products,~~misconduct ~~reduce~~by ~~prices,~~those ~~better~~third ~~execute~~parties. onOngoing ~~their~~or ~~sales~~future ~~and~~delays ~~marketing~~or ~~strategies,~~the ~~offer~~inability ~~more~~to ~~flexible~~meet ~~business~~customer ~~practices~~demand could cause the loss of additional sales, ~~provide~~delay ~~debt~~our revenue recognition or ~~equity~~increase ~~financing~~our tocosts, ~~customers~~all orof ~~form~~which ~~strategic~~could ~~alliances~~adversely ~~with~~affect ~~other~~the ~~companies~~margins of our business. ~~Mergers~~We typically depreciate these assets over their estimated useful lives, ~~consolidations~~which orcould ~~alliances~~be ~~among~~shortened should our ~~competitors~~cloud strategies change, orwhich ~~acquisitions~~could ofadversely affect our ~~competitors~~profitability. byFurther, ~~large~~evolving ~~companies,~~customer ~~may~~requirements ~~result~~and technological changes in ~~increased~~data ~~competition.~~center design and equipment may

If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings or offer other terms that are less favorable to us to compete successfully. Any such changes may reduce revenues and margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other cloud and license, 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 license support fees and hardware support fees are generally priced as a percentage of our net license fees and net new hardware products fees, respectively. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings. If we do not adapt our pricing models to reflect changes in customer use of our products, changes in customer demand or increased competition, our revenues could decrease.

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~~Any~~require ~~failure~~retrofits toor ~~offer~~other ~~high-quality~~incremental ~~technical~~capital ~~support~~expenditures, ~~services may adversely affect our relationships with our customers~~ and ~~our~~physical ~~financial~~damage ~~results. Our customers depend on our support organization~~ to ~~resolve~~data ~~technical~~centers ~~issues~~or ~~related~~key toenergy ~~our applications and~~ infrastructure ~~offerings.~~from Wenatural ~~may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or resolve issues efficiently. Increased customer demand for these services~~disasters, ~~without~~geopolitical ~~corresponding revenues~~events, ~~could~~terrorist ~~increase~~events ~~costs and adversely affect our operating results. Any failure to maintain high-quality technical support,~~ or ~~even~~other ~~the~~catastrophic ~~perception~~events ~~that our support is insufficient,~~ could adversely affect our reputation, 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 positionprofitability.

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 depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology, availability or other business constraints. Our supply chain operations are affected by industry consolidation and component constraints or shortages, natural disasters, political unrest (such as conflicts in the 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 software business and hardware business and related operating results could be materially and adversely affected.

Supply chain shortages have in some instances resulted in increases to the costs of production of our hardware products that we may not be able to pass on to our customers. In addition, we have in some instances responded to such shortages by committing to higher purchases and balances of hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, relative to our historical positions. For example, industry supply capacity for AI accelerators, including graphics processing units, as well as memory devices, is competitive, and we at times have to accept less favorable terms with suppliers to minimize supply constraints. While this permits us to secure cloud infrastructure capacity, it has increased excess and obsolescence risk of such hardware products and could adversely impact our profitability and cash flows. We expect these factors will continue to impact us in the future. In addition, the actual useful lives, performance characteristics or failure rates of certain components may differ from our expectations, and we may incur unplanned repair, replacement or refreshment costs, including in some cases outside applicable warranty coverage. Delays in delivery of critical components could cause us to incur operating costs for data center capacity that is not yet revenue-generating and, in some cases, could subject us to penalties or other contractual remedies.

We outsource most of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production problems or delays or cannot meet our demand for products on a timely or cost-effective basis, including as a result of changes to trade laws or regulations, tariffs, sanctions and export or import controls. 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 software business and hardware business. These challenges could arise if we alter our manufacturing strategies, suppliers, or locations. We also store inventory and equipment in third-party logistics, warehousing or staging facilities, and these assets may be subject to damage, theft, break-ins or other losses that may not be fully covered by insurance.

We may not receive significant revenues from our current research and development efforts for several years, if at all. Developing our various product offerings is expensive and the return on investment is often long. An important element of our corporate strategy is to commit significant resources to research and development, as well as related product and service opportunities, both through internal investments and the acquisition of intellectual property from acquired companies. Accelerated product and service introductions and short lifecycles require high levels of research and development spending, which could adversely affect our operating results if not offset by revenue increases. We believe that continued investment in research and development is essential to maintaining our competitive position. However, our investments in research and development may fail to yield competitive products and services and we do not expect to receive significant revenues from these investments for several years, if at all.

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 depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology, availability or other business constraints. Our supply chain operations are affected by industry consolidation and component constraints or shortages, natural disasters, political unrest (such as 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 license business and hardware business and related operating results could be materially and adversely affected.

We outsource most of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production problems or delays or cannot meet our demand for products on a timely or cost-effective basis, including as a result of changes to trade laws or regulations, tariffs, sanctions and export or import controls. 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 license business and hardware business. These challenges could arise if we alter our manufacturing strategies, suppliers, or locations.

Our periodic workforce restructurings and reorganizations can be disruptive. We periodically restructure or make other 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 temporarily reduced productivity while employees adjust to the restructuring. These types of restructurings may also lead to shortages of sufficiently skilled employees in certain roles, loss of valuable institutional knowledge and damage to employee morale and retention.

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~~Hiring~~Our ~~freezes~~products and services may not function properly if we experience significant coding, manufacturing or ~~slowdowns~~configuration errors in our cloud, software and hardware offerings. Despite testing prior to the release and throughout the lifecycle of a product or service, our cloud, software and hardware offerings sometimes contain coding, manufacturing or configuration errors that can ~~also~~impact their function, performance and security, and result in ~~decreased~~other ~~productivity~~negative ~~while~~consequences. ~~existing~~The ~~employees~~detection ~~take~~and oncorrection ~~additional~~of ~~roles~~any ~~and~~errors ~~responsibilities~~in released cloud, software or hardware offerings can be time consuming and ~~may~~costly. ~~also~~Errors ~~lead~~in toour acloud, ~~shortage~~software ofor ~~sufficiently~~hardware ~~skilled~~offerings, ~~employees~~or errors embedded in ~~certain~~third-party ~~roles.~~software Inproducts ~~addition~~or services incorporated into our own products, wecan ~~may~~affect ~~not~~their ~~achieve~~ability to properly function, integrate or ~~sustain~~operate ~~the~~with ~~expected~~other ~~growth~~cloud, ~~resource~~software ~~redeployment~~or hardware offerings; result in service interruptions, delays or ~~cost~~outages ~~savings~~of ~~benefits~~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 ~~restructurings~~errors, or ~~may~~if ~~not~~there doare sodelays ~~within~~in releasing our ~~expected~~cloud, ~~timeframe~~software or hardware offerings or new versions of these offerings, our sales could be affected and revenues could decline. ~~These~~In ~~effects~~addition, we run Oracle’s business operations as well as cloud and other services that we offer to our customers on our products and networks. Therefore, any flaws could ~~recur~~affect our and our customers’ abilities to conduct business operations and to ensure accuracy in ~~connection~~financial ~~with~~processes ~~future~~and ~~acquisitions~~reporting, and ~~other~~may ~~restructurings~~result in unanticipated costs and interruptions. Enterprise customers rely on our cloud, software and hardware offerings and related services to run their businesses, and errors in our ~~revenues~~cloud, software and ~~other~~hardware ~~results~~offerings ofand ~~operations~~related services could beexpose ~~negatively~~us ~~affected~~to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.

WeIf ~~may~~we ~~lose~~are ~~key~~unable ~~employees~~to orcompete ~~may~~effectively, bethe ~~unable~~results toof ~~hire~~operations ~~enough~~and ~~qualified~~prospects ~~employees~~for our business could be harmed. We ~~rely~~face onintense ~~hiring~~competition ~~qualified~~in ~~employees~~all ~~and~~aspects ~~retaining~~of our ~~senior~~business. ~~management~~The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, ~~including~~expand ~~our~~or ~~Chairman~~are ofacquired, ~~the~~as ~~Board~~technology evolves and as delivery models change. Our enterprise cloud, ~~Chief~~software ~~Technology~~and ~~Officer~~hardware offerings compete directly with certain offerings from some of the largest and ~~founder;~~most ~~our~~competitive ~~Chief~~companies ~~Executive~~in ~~Officer;~~the ~~other~~world, ~~executive~~many ~~team~~of ~~members;~~which have well-developed customer bases and ~~key~~strong ~~employees~~brand recognition. In addition, due to the ~~technology~~low ~~industry~~barriers to entry in many of our market segments, ~~especially~~new technologies and new, agile and growing competitors frequently emerge to challenge our offerings. We believe many vendors spend amounts in ~~the~~excess AIof ~~field~~what Oracle spends to develop and market applications and infrastructure technologies including databases, ~~competition~~middleware ~~for~~products, ~~highly~~application ~~skilled~~development tools, business applications, ~~product~~collaboration ~~development~~products and ~~technical~~business ~~personnel~~intelligence, iscompute, ~~intense~~storage and ~~ongoing~~networking products, among others, which compete with Oracle applications and infrastructure offerings.

In addition, use of our competitors’ technologies can influence a customer’s purchasing decision or create an environment that makes it less efficient to utilize or migrate to Oracle products and services. For example, we offer our customers multicloud services whereby our customers can combine cloud services from multiple clouds with the goal of optimizing cost, functionality and performance. OCI’s multicloud services work with a number of our competitors’ products, including Microsoft Azure, Amazon Web Services and Google Cloud. This multicloud strategy could lead our customers to migrate away from our cloud offerings to our competitors’ products or limit their purchases of additional Oracle products, either of which could adversely affect our revenues and profitability.

Our competitors may also seek to attract or retain customers who might otherwise purchase our products and services by offering competing products and services on terms that we may not generally find acceptable. We could lose customers if our competitors introduce new competitive products, add new functionality, acquire competitive products, reduce prices, better execute on their sales and marketing strategies, offer more flexible business practices, provide debt or equity financing to customers or form strategic alliances with other companies. Mergers, consolidations or alliances among our competitors, or acquisitions of our competitors by large companies, may result in increased competition.

If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings or offer other terms that are less favorable to us to compete successfully. Any such changes may reduce revenues and margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other 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 software support fees and hardware support fees are generally priced as a percentage of our net software license fees and net new hardware products fees, respectively. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings. If we do not adapt our pricing models to reflect changes in customer use of our products, changes in customer demand or increased competition, our revenues could decrease.

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Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results. Our customers depend on our support organization to resolve technical issues related to our applications and infrastructure offerings. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or resolve issues efficiently. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. Any failure to maintain high-quality technical support, or even the perception that our support is insufficient, could adversely affect our reputation, 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 periodic workforce restructurings and reorganizations can be disruptive. We 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. We may initiate new restructuring plans in the future. In addition, the adoption and deployment of AI technologies across our operations have resulted, and may continue to result, in reductions to our workforce.

These types of restructurings have resulted, and may in the future result, in increased restructuring costs and reduced productivity. These types of restructurings may also lead to shortages of sufficiently skilled employees in certain roles, loss of valuable institutional knowledge and damage to employee morale and retention. Hiring freezes or slowdowns can also result in decreased productivity while existing employees take on additional roles and responsibilities, and may also lead to a shortage of sufficiently skilled employees in certain roles. In addition, we may not achieve or sustain the expected growth, resource redeployment or cost savings benefits of these restructurings, or may not do so within our expected timeframe. These effects could recur in connection with future acquisitions and other restructurings, and our revenues and other results of operations could be negatively affected.

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 Executive Chair of the Board, Chief Technology Officer and founder; our Chief Executive Officers; other executive team members; and key employees. In the technology industry, especially in the AI field, competition for highly skilled business, product development and technical personnel is intense and ongoing. For example, in recent years, recruiting, hiring and retaining employees with expertise in the AI computing industry has become increasingly difficult as the demand for AI computing infrastructure has increased as a result of the increase in AI and machine learning development, deployment and demand. In addition, implementation of AI tools may require new skills and capabilities, and we may not be successful in reskilling current employees.

We may also face rising compensation costs without corresponding gains in productivity or sales. We may not be successful in recruiting new personnel and in retaining and motivating existing personnel. With rare exceptions, we do not have long-term employment agreements with our employees. Members of our senior management team have left Oracle over the years for a variety of reasons, and any future departures may be disruptive to our operations.

To manage expenses, we hire personnel in countries where advanced technical and other expertise are available at lower costs. When we make adjustments to our workforce, we may incur expenses associated with workforce reductions that delay the benefit of a more efficient workforce structure. We are experiencing increased competition for employees in these countries as the trend toward globalization continues, which has affected our employee retention efforts and increased our expenses in an effort to offer a competitive compensation program. In addition, changes to immigration and labor law policies may adversely impact our access to technical and professional talent.

Our general compensation program includes restricted stock units (RSUs), stock options and performance-based equity, which are important tools in attracting and retaining employees in our industry. IfOur ~~our~~ stock price ~~stagnates~~has been volatile in recent periods, and if it were to stagnate or ~~declines~~further decline, our ability to retain or attract employees may be harmed. We continually evaluate our compensation practices and consider changes from time to time, which may have an impact on our ability to retain employees and the amount of stock-based compensation expense that we record. Any changes in our compensation practices or those of our competitors could affect our ability to retain and motivate existing personnel and recruit new personnel.

There are risks associated with our cloud and license and hardware indirect sales channels which could affect our future operating results. Our cloud and license and hardware indirect channel networks consist primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and ISVs. Our relationships with these channel participants are important elements of our cloud, software and hardware marketing and sales efforts. Our financial results could be adversely affected if: 22

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There are risks associated with our cloud and software and hardware indirect sales channels which could affect our future operating results. Our cloud and software and hardware indirect channel networks consist primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and ISVs. Our relationships with these channel participants are important elements of our cloud, software and hardware marketing and sales efforts. Our financial results could be adversely affected if:

•

our contracts with channel participants were terminated or our relationships with channel participants were to deteriorate;

•

any of our competitors enter into strategic relationships with or acquire a significant channel participant;

•

the financial condition or operations of our channel participants were to weaken; or

•

the level of demand for our channel participants’ products and services were to decrease.

We may not successfully maintain, expand or develop our relationships with channel participants. If we are not successful, we may lose sales opportunities, customers and revenues. In addition, we do not control channel participants, some of whom operate in jurisdictions with elevated corruption risks. Our compliance policies and procedures may fail to prevent or detect violations of anti-corruption or other laws, and channel participants may violate such laws, all of which could subject us to litigation or regulatory risk and result in liability.

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 regularly review and consider strategic acquisitions ~~of companies~~, ~~products,~~joint ~~services~~ventures and ~~technologies~~strategic asalliances. aThese ~~part~~transactions ofpresent ~~our~~material ~~corporate~~risks ~~strategy,~~ and ~~we expect to continue making acquisitions in the future. However~~challenges, ~~our strategic acquisition program carries several risks,~~ including but not limited to:

•

business disruption and management distraction ~~due to acquisition, transition or integration activities~~;

•

introduction of additional compliance obligations or new risks, including with respect to increased privacy and data collection concerns, content moderation and censorship, and system outages;

•

challenges in managing acquired technologies or lines of business, entering new markets where we have no, or limited, direct prior experience or market positions, or retaining key personnel from the acquired companies;

•

21transactions that do not meet strategic expectations, including due to difficulties integrating acquired companies, negative impacts from imposed business practices or different go-to-market strategies, and the risk of overpaying or failing to realize expected returns on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill;

•

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acquisitions that do not meet strategic expectations, including due to difficulties integrating acquired companies, negative impacts from imposed business practices or different go-to-market strategies, and the risk of overpaying or failing to realize expected returns on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill;

negative financial impacts from (1) assumed claims or liabilities; (2) assumed costly or disruptive pre-existing contractual relationships; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices;

•

failure to identify or accurately assess significant liabilities or shortcomings prior to finalization of an acquisition;

•

failure to realize expected revenue growth from ana ~~acquisition~~strategic transaction for a number of reasons, including (1) more customers than expected declining to renew or terminating their contracts; (2) difficulty selling acquired products or service offerings to our customer base; (3) acquired customers declining to purchase our technologies due to differing business practices; or (4) contract models utilized by an acquired company conflicting with our revenue recognition methods;

•

integration difficulties, including aligning acquired compliance programs, technologies, products, services, supply chain operations, environmental practices or infrastructure with our existing lines of business;

•

product and service inconsistencies across multiple product lines or services offerings, leading to customer confusion and delays;

•

higher than anticipated costs related to supporting, developing and delivering acquired products or services, expanding general and administrative functions for new business models or complying with complex regulations applicable to an acquired business;

•

labor challenges, including difficulties obtaining timely approvals from works councils or similar bodies under applicable employment laws;

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•

regulatory and judicial challenges, including delays or restrictions from governmental authorities under foreign direct investment, foreign subsidy, competition and antitrust laws, potentially requiring asset divestitures, other concessions or a termination of the acquisition process;

•

limitations on our potential other uses for our cash; and

•

financial constraints that may require us to incur additional debt to pay for acquisitions or delay or not proceed with an acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions.

We are subject to risks with respect to environmental, social and governance (ESG) matters. We are subject to evolving, and sometimes conflicting, laws, executive orders, regulations, policies and stakeholder expectations relating to matters beyond our core products and services, including ESG matters, such as environmental sustainability, climate change, human capital and workforce matters. The Nomination and Governance Committee of our Board oversees and periodically reviews our ESG programs and our management evaluates if climate or environmental risks could significantly impact our core or strategic business functions, including service delivery and support, product development and deployment, supply chain management, facility operations, employee recruitment and retention or brand reputation. Any failure to identify and address these risks could adversely affect our reputation, business, financial performance and growth.

Further, in an effort to be responsive to customer, employee and other stakeholder interests and expectations, we publicly disclose certain ESG-related goals and statistics. If we fail to meet these goals, or are perceived as failing to meet our ESG goals, our revenues, reputation and brand may be harmed. In addition, views on ESG and related matters diverge within and among different stakeholder groups, including stockholders, customers and employees, as well as government actors. Efforts to meet evolving and increasingly divergent stakeholder expectations on ESG and related matters may place a strain on our employees and systems, and if we are targeted by those who disagree with our public positions on ESG and related issues, or if we do not otherwise successfully manage ESG-related expectations across our stakeholders, it could erode stakeholder trust, impact our reputation or subject us to litigation, which could adversely affect our business and reputation.

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Data Privacy, Cybersecurity and Intellectual Property Risks

IfWe ~~our security measures for our products and services~~ are ~~compromised~~subject 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~~business, ~~and~~financial ~~customers may stop using our products~~ and ~~services,~~reputational ~~any~~risks ofrelated ~~which could reduce our revenue and earnings, increase our expenses and expose us~~ to ~~legal~~cybersecurity ~~claims~~incidents and ~~regulatory~~data ~~actions~~breaches. 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. We believe that Oracle has been and is a target for computer hackers, cyberattacks and other perpetrators or threat actors because Oracle stores and processes large amounts of data, including sensitive data such as health sciences (including patient health information), financial services, retail, hospitality, telecommunications and government data. We and our third-party vendors are regularly subject to ~~attempts~~attacks by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) designed to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems. Such malicious attacks can lead, and have led, to the compromise of personal information or the confidential information or data of Oracle or our customers. ~~Attempts~~Attacks of this nature typically involve IT-related viruses, worms, and other malicious software programs that attack networks, systems, products and services, exploit potential security vulnerabilities of networks, systems, products and services, create system disruptions and cause shutdowns or denials of service. Third parties ~~may~~seek to attempt to fraudulently induce customers, partners, employees or suppliers into disclosing sensitive information such as user names, passwords or other credentials to gain access to our data, our customers’, suppliers’ or partners’ data or the IT systems of Oracle, our customers, suppliers or partners. ~~Our~~They also seek to access or modify improperly our products and services, including our Oracle Cloud; ~~Services,~~these ~~may~~actions ~~also~~can beoccur ~~accessed~~in ora ~~modified~~variety ~~improperly~~of ways, including as a result of customer, partner, employee, contractor or supplier error or malfeasance.

When a cyberattack or other security event or incident results in unauthorized access to, or modification, loss, destruction or exfiltration of, our customers’ or suppliers’ data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or if our products or services are reported to have (or are perceived as having) security vulnerabilities, we have incurred and ~~could~~may ~~incur~~continue ~~significant expenses and could suffer substantial damage~~ to ~~our~~incur brand and reputation. If our customers lose confidence in the security and reliability of our products and services, including our cloud offerings, they may reduce or terminate their spending with us. In addition, cyberattacks and other security events or incidents have resulted and could result in: significant ~~investigation~~expenses and remediation costs; loss or destruction of data; operational disruptions; inappropriate use of proprietary and sensitive data; lawsuits; indemnity obligations; regulatory investigations and financial penalties; and increased legal liability, including in some cases contractual costs for customer notification and fraud monitoring. Our remediation efforts may not be successful.

Because the techniques used to obtain unauthorized access to, or sabotage IT systems, constantly evolve, grow more complex over time, and often are not detected until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques. Our internal IT systems continue to evolve and we are often early adopters of new technologies. However, our business policies and internal security controls may not keep pace with emerging threats. We may not detect or confirm any security breach and loss of information for a significant period of time after the security breach.24

Our products operate in conjunction with and are dependent on a wide variety of third-party products, components and services. If a security vulnerability exists in one of these components, a targeted exploit could lead to increased costs, liability claims, customer dissatisfaction, reduced revenue, or harm to our reputation or competitive position. We also have an active acquisition program and have acquired a number of companies, products, services and technologies over the years. While we make significant efforts to address any IT security issues with respect to our acquired companies, we may still inherit such risks when we integrate these companies within Oracle.

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~~ability~~and ofmay suffer substantial damage to our brand and reputation. If our customers, ~~partners~~lose confidence in the security and ~~data~~reliability ~~providers,~~of toour ~~collect,~~products ~~augment,~~and ~~analyze~~services, ~~use~~including our cloud offerings, ~~transfer~~they ~~(including~~may ~~across~~reduce ~~national~~or ~~borders)~~terminate ~~and~~their ~~share~~spending ~~personal~~with us. In addition, cyberattacks and other ~~information~~security ~~that~~events isor ~~integral~~incidents tohave ~~certain~~resulted ~~services~~and wecould ~~provide.~~result Wein: ~~are~~significant ~~also~~investigation ~~subject~~and toremediation ~~data~~costs; ~~privacy~~loss ~~and~~or ~~other~~destruction ~~related~~of ~~regulations~~data; ~~governing~~operational ~~the~~disruptions; ~~healthcare~~inappropriate ~~industry~~use of proprietary and ~~patient~~sensitive ~~information,~~data; ~~including~~lawsuits; ~~but~~indemnity ~~not~~obligations; ~~limited~~regulatory toinvestigations ~~regulations~~and ~~governing~~financial ~~electronic~~penalties; ~~health~~and ~~data~~increased ~~transmissions~~legal liability, ~~the~~including ~~processing~~in ofsome ~~patient~~cases ~~information,~~contractual ~~healthcare~~costs ~~fraud~~for ~~and~~customer ~~healthcare~~notification ~~information~~and ~~sharing~~fraud monitoring.

~~Following~~Because the ~~European~~techniques ~~Union’s~~used ~~(EU)~~to ~~General~~obtain ~~Data~~unauthorized ~~Protection~~access ~~Regulation (GDPR)~~to, ~~the~~or ~~rate~~sabotage ofIT ~~global~~systems, ~~consideration~~constantly ~~and adoption of privacy laws has increased~~evolve, ~~giving~~grow ~~rise to~~ more ~~global~~complex ~~jurisdictions~~over ~~in which regulatory inquiries and audits may be requested of Oracle~~time, and ifoften we are not ~~deemed~~detected tountil belaunched inagainst ~~compliance, could result in enforcement actions and/or fines. This is true in the U.S. where, for example,~~ a ~~number of states have enacted privacy laws~~target, ~~the~~we ~~U.S.~~may ~~Congress~~be ~~has~~unable ~~been~~to ~~considering~~anticipate ~~several~~or ~~privacy~~implement ~~and~~adequate ~~security-related~~measures ~~bills at the federal level, the federal government is pursuing a range of cybersecurity initiatives pertaining~~ to ~~critical~~prevent ~~infrastructure~~such ~~companies~~techniques. ~~and~~The ~~government~~increasing ~~contractors,~~use ~~and a number~~ of ~~other~~AI ~~state~~technologies ~~legislatures~~may ~~have~~also ~~passed~~introduce or ~~are~~accelerate ~~considering~~existing ~~privacy~~cybersecurity ~~laws.~~and ~~Regulators~~operational ~~globally are also imposing greater monetary fines for privacy violations~~risks. ~~The~~AI ~~GDPR~~systems ~~provides~~may ~~for~~be ~~monetary~~susceptible ~~penalties of up~~ to ~~€20~~the ~~million,~~introduction ~~or up to 4%~~ of anmalicious ~~organization’s worldwide revenue of the preceding financial year~~code, ~~whichever is greater. These penalties can be significant. For example~~manipulation, aor ~~U.S.-based~~other ~~technology company was fined €1.2 billion for alleged GDPR violations in 2023. The U.S. Federal Trade Commission continues to fine companies for unfair and deceptive data protection practices~~misuse, and ~~these fines~~ may ~~increase~~be inused ~~size.~~by ~~Taken~~third ~~together,~~parties ~~the~~to ~~laws~~develop or ~~regulations~~deploy ~~associated~~more ~~with~~sophisticated ~~the~~attacks. ~~enhanced~~In ~~protection~~addition, ~~of personal and other types of data could greatly increase~~ the ~~size~~rapid ofpace ~~potential~~at ~~fines~~which AI-related torisks ~~data~~can ~~protection,~~emerge and ~~our~~evolve ~~cost~~may ofchallenge ~~providing~~ our ~~products~~ability ~~and services could result in changes~~ to ~~our~~timely ~~business~~identify, ~~practices~~assess orand ~~even~~mitigate ~~prevent~~such ~~us from offering certain services in jurisdictions in which we operate~~risks. ~~Although~~If we ~~have~~are ~~implemented~~unable ~~contracts, diligence programs, policies and procedures designed~~ to ~~address~~adapt ~~compliance~~our ~~with~~processes, ~~applicable~~controls ~~laws~~ and ~~regulations~~technologies effectively, ~~there can be no assurance that~~ our ~~employees~~systems, ~~contractors, partners, suppliers,~~ data ~~providers~~and oroperations ~~agents~~could ~~will~~be ~~not~~adversely ~~violate~~affected. ~~such~~Our ~~laws~~internal ~~and~~IT ~~regulations~~systems orcontinue ~~our~~to ~~contracts,~~evolve ~~policies~~ and ~~procedures.~~we ~~Additionally,~~are ~~public~~often ~~perception~~early ~~and~~adopters ~~standards related to the privacy~~ of ~~personal~~new ~~information~~technologies. ~~can shift rapidly~~However, ~~in ways that may affect~~ our ~~reputation~~business orpolicies ~~influence regulators to enact regulations~~ and ~~laws~~internal ~~that~~security controls may ~~limit~~not ~~our~~keep ~~ability~~pace towith ~~provide~~emerging ~~certain products and services~~threats. ~~For~~We ~~example,~~may ~~numerous~~not ~~jurisdictions,~~detect ~~including the EU, have passed~~ or ~~are~~confirm ~~considering~~any ~~laws~~security breach and ~~regulations~~loss ~~that~~of ~~would~~information ~~impose~~or ~~additional~~fully ~~data~~remediate ~~privacy~~the ~~and~~impact ~~other~~for ~~compliance~~a ~~requirements~~significant onperiod ~~the use~~ of AItime ~~and~~after ~~could~~the ~~require~~security usbreach. toOur ~~adjust~~remediation orefforts ~~limit~~may ~~our~~not ~~product~~be ~~offerings in such jurisdictions~~successful.

Our products operate in conjunction with and are dependent on a wide variety of third-party products, components and services. If a security vulnerability exists in one of these components, a targeted exploit could lead to increased costs, liability claims, customer dissatisfaction, reduced revenues, or harm to our reputation or competitive position, including as a result of business interruption, data loss or unauthorized access to, or disclosure of, data. We also have an active acquisition, joint venture and strategic alliance program and have entered into a number of strategic transactions with respect to companies, products, services and technologies over the years. While we make significant efforts to address any IT security issues with respect to such companies, products, services and technologies, we may still face such risks and additional or unidentified vulnerabilities when we integrate such companies or partner with such third parties.

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. As regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the handling of personal information expand and become more complex and stringent, potential risks related to data collection and use within our business will intensify. In addition, U.S. federal and state as well as foreign governments have enacted or are considering enacting legislation or regulations, or may in the near future interpret existing legislation or regulations, in a manner that could significantly impact our ability, as well as the 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. We are also subject to data privacy and other related regulations governing the healthcare industry and patient information, including but not limited to regulations governing electronic health data transmissions, the processing of patient information, healthcare fraud and healthcare information sharing.

Following the European Union (EU)’s General Data Protection Regulation (GDPR), the rate of global consideration and adoption of privacy laws has increased, giving rise to more global jurisdictions in which regulatory inquiries and audits may be requested of Oracle, and if we are not deemed to be in compliance, could result in enforcement actions and/or fines. This is true in the U.S. where, for example, a number of states have enacted privacy laws, the U.S. Congress has been considering several privacy and security-related bills at the federal level, the federal government is pursuing a range of cybersecurity initiatives pertaining to critical infrastructure companies and government contractors, and a number of other state legislatures have passed or are considering privacy laws. Regulators globally are also imposing greater monetary fines for privacy violations. The GDPR provides for monetary penalties of up to €20 million, or up to 4% of an organization’s worldwide revenue of the preceding financial year, whichever is greater. These penalties can be significant. For example, a U.S.-based technology company was fined €1.2 billion for alleged GDPR violations in 2023. The U.S. Federal Trade Commission continues to fine companies for unfair and deceptive data protection practices, and these fines may increase in size. Taken together, the laws or regulations associated with the enhanced protection of personal and other types of data could greatly increase the size of potential fines related to data protection, and our cost of providing our products and services could result in changes to our business practices or even prevent us from offering certain services in jurisdictions in which we

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operate. Although we have implemented contracts, diligence programs, policies and procedures designed to address compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, partners, suppliers, data providers or agents will not violate such laws and regulations or our contracts, policies and procedures. Additionally, public perception and standards related to the privacy of personal information can shift rapidly, in ways that may affect our reputation or influence regulators to enact regulations and laws that may limit our ability to provide certain products and services. For example, numerous jurisdictions, including the EU, have passed or are considering laws and regulations that would impose additional data privacy and other compliance requirements on the use of AI and could require us to adjust or limit our product offerings in such jurisdictions.

We make statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Any failure, or perceived failure, by us to comply with these public statements or with U.S. federal, state, or foreign laws and regulations, including laws and regulations regulating privacy, data security, or consumer protection, public perception, standards, self-regulatory requirements or legal obligations, could result in lost or restricted business, proceedings, actions or fines brought against us or levied by governmental entities or others, or could adversely affect our business and harm our reputation.

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 periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties include entities that do not design, manufacture, or distribute products or services or that acquire intellectual property for the sole purpose of monetization through infringement assertions. We expect to continue to receive such claims as:

•

we continue to expand into new businesses and acquire companies;

•

the number of products and competitors in our industry segments grows;

•

the use and support of third-party code (including open source code) becomes more prevalent in the industry;

•

the use of AI and support of LLMs becomes more prevalent in the industry;

•

the volume of issued patents continues to increase; and

•

non-practicing entities continue to assert intellectual property infringement in our industry segments.

Responding to any such claim, regardless of its validity, could:

•

be time consuming, costly and result in litigation;

•

divert management’s time and attention from developing our business;

•

require us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;

•

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require us to stop selling or to redesign certain of our products;

•

require us to release source code to third parties, possibly under open source license terms;

•

require us to satisfy indemnification obligations to our customers; or

•

otherwise adversely affect our business, results of operations, financial condition or cash flows.

We may not be able to protect our intellectual property rights. We rely on copyright, trademark, patent and trade secret laws, confidentiality procedures, controls and contractual commitments to protect our intellectual property. Despite our efforts, these protections may be limited. Unauthorized third parties may try to copy or reverse engineer our products or otherwise use our intellectual property. Our patents may be invalidated or circumvented. Any of our pending or future patent applications may not be issued with the claim scope we seek, if at all. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. laws and courts. If we cannot protect our intellectual property against unauthorized copying or use, or other misappropriation, we may not remain competitive.

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Legal and Regulatory Risks

Adverse litigation results could affect our business. We are subject to various legal proceedings. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of our litigation also cannot be predicted with certainty. Even favorable judgments have been, and may in the future be, subject to appeals leading to protracted litigation, additional costs and the prospect that our desired outcome will be overturned. An adverse decision could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition. Additional information regarding certain of the lawsuits we are involved in is discussed under Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

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. As a multinational corporation, we incur income taxes as well as non-income-based taxes (such as payroll, sales, use, property and value-added taxes) in both the U.S. and various foreign jurisdictions. We also apply for and may obtain various U.S. state and local and foreign country income, property, sales and other tax incentives for infrastructure or other investments and business activities. Significant uncertainties exist with respect to the application of the various taxes to the businesses in which we engage and our intercompany transactions and arrangements, often requiring that we make judgments in determining our tax liabilities and worldwide provision for income taxes. We are regularly under audit by tax authorities in the U.S. and internationally, which has led to disagreements regarding our treatment of, or positions taken with respect to, various items, including ~~our~~foreign tax credits, foreign-earned profits, intercompany transfer prices and ~~calculations~~transactions, and the applicability of sales or use taxes or withholding taxes to our ~~cross-border~~operations and intercompany transactions. Any unfavorable resolution of these tax audits and controversies, or the loss of any tax incentives obtained or anticipated, could cause our tax liabilities to increase and may have a material, ~~and~~ adverse impact on our provision for income taxes and effective tax rate and on our business. Although we believe that our income and non-income-based tax estimates are reasonable, there is no assurance that the final determination of tax audits or disputes will not be different from what is reflected in our historical income tax provisions and tax accruals.

~~Countries~~The U.S. federal and state governments, as well as governments of countries around the world and organizations such as the Organisation for Economic Co-operation and Development (OECD), continually consider and make changes to relevant tax, accounting and other laws, treaties, regulations, guidance and interpretations. For example, countries outside the U.S. ~~Congress~~may ischange ~~considering~~their ~~extending~~ tax ~~provisions~~laws ~~enacted~~in asa ~~part~~manner ofthat ~~the~~could ~~2017~~negatively ~~Tax~~affect ~~Cuts~~us by increasing taxes imposed on our international revenue streams, operations and ~~Jobs~~cross-border ~~Act~~transactions, asincluding ~~well~~by asimposing ~~making~~taxes ~~other~~targeted ~~changes~~at todigital ~~federal~~technology businesses and changing their withholding tax ~~law~~rules. Further, ~~some~~certain ofgovernments ~~which~~and ~~could~~the ~~have~~OECD ancontinue ~~adverse~~to ~~impact~~consider the impacts of digital technologies and business models on ~~us.~~the ~~Various~~existing ~~other~~international ~~legislative~~tax ~~proposals,~~framework ifand ~~enacted~~rules and may propose or enact changes to tax laws, ~~could~~treaties ~~substantially~~and ~~raise~~guidance ~~U.S.~~or introduce new tax measures that would increase the level of income or other taxes on our ~~domestic~~international revenues and ~~international~~ profits. ~~Such~~If ~~unfavorable~~U.S. or other tax ~~proposals~~authorities ~~create~~make ~~the~~any ~~potential~~of ~~for~~such ~~added~~changes ~~volatility~~or insuccessfully challenge how or where our ~~quarterly~~profits ~~provision~~are ~~for~~currently ~~income~~recognized, ~~taxes~~our ~~and~~overall tax liabilities could ~~have~~increase. aSuch ~~material~~possible ~~adverse~~unfavorable ~~impact~~tax onchanges ~~our~~also ~~future~~create ~~income~~the ~~tax~~potential ~~provisions~~for ~~and~~added ~~effective~~volatility ~~tax~~in ~~rate~~our quarterly provision for income taxes.

~~Other~~Our ~~countries~~future ~~also~~income ~~continue~~tax toprovisions ~~consider~~and ~~changes~~effective ~~to their~~ tax ~~laws~~rate ~~that~~ could ~~negatively~~materially ~~affect~~increase usas bya ~~increasing~~result ~~taxes~~of ~~imposed~~tax onchanges ~~our~~such ~~international~~as ~~revenue~~those ~~streams,~~discussed ~~operations~~above ~~and~~or ~~cross-border~~if ~~transactions,~~any ~~including~~other ~~the~~changes ~~imposition~~are ofmade ~~taxes~~to ~~targeted~~applicable attax ~~digital~~laws ~~technology businesses~~ and ~~changes~~rules in ~~withholding tax rules. 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~~or ~~the~~in ~~last~~other ~~several~~countries ~~years has resulted~~ in ~~changes~~which towe ~~the~~do ~~basic~~business. ~~design~~Our ofprovision ~~the~~for ~~international~~income ~~tax~~taxes ~~system,~~also ~~including~~could ~~the~~be ~~implementation~~adversely ofaffected aby ~~15%~~changes ~~minimum tax~~ in ~~over~~the 50mix ~~countries,~~of asincome ~~well~~earned asor ~~proposed~~losses ~~changes~~incurred ~~that~~in ~~would provide greater taxing rights to market~~ jurisdictions ~~where~~with ~~customers~~differing orstatutory ~~users~~tax ~~are located. There can be no assurance that these enacted changes~~rates, ~~which~~fluctuations ~~are~~in ~~subject~~our tostock ~~ongoing~~price ~~OECD guidance~~ and ~~interpretations~~level byof ~~the~~stock-based ~~various~~compensation ~~adopting countries~~expense, ~~and any contemplated~~ changes, ifin ~~implemented~~the byvaluation ~~countries,~~of ~~will~~our ~~not~~deferred ~~materially~~tax ~~increase~~assets ~~the~~or ~~level~~liabilities ofand ~~income~~by ~~tax~~other ~~on our international profits~~factors.

25Our 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. We derive a substantial portion of our revenues from, and have significant operations, outside of the U.S., and in both our U.S. and non-U.S. operations we serve customers based in or with ties to numerous jurisdictions around the world. Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These laws and regulations include data privacy requirements, labor relations laws, tax laws, foreign currency-related regulations, competition/antitrust regulations, anti-bribery laws and other laws prohibiting payments to governmental officials such as the U.S. Foreign Corrupt Practices Act (FCPA), market access regulations, tariffs, and import, export and general trade regulations, including but not limited to sanctions and embargos. Violations of these laws and regulations can result in monetary fines, civil and/or criminal penalties, enforcement

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~~Our~~actions ~~future~~against ~~income~~us, ~~tax~~our ~~provisions~~officers ~~and~~or ~~effective~~our ~~tax~~employees, ~~rate~~and ~~could~~prohibitions ~~materially~~on ~~increase under~~ the ~~tax~~conduct ~~changes~~of ~~discussed~~our ~~above~~business, orincluding ifdisgorgement, ~~other~~the ~~changes~~loss ~~are~~of ~~made~~trade toprivileges, ~~applicable~~and ~~tax~~other ~~laws~~remedial ~~and~~measures. ~~rules~~Any insuch ~~the~~violations ~~U.S.~~could orresult in ~~other~~prohibitions ~~countries~~on inour ~~which~~ability weto dooffer ~~business.~~our ~~Our~~products ~~provision~~and ~~for~~services ~~income~~in ~~taxes~~one ~~also~~or ~~could~~more becountries ~~adversely~~or ~~affected~~territories byor ~~changes~~to incertain ~~the~~entities, ~~mix~~and ofany ~~income~~such ~~earned~~violations (or ~~losses~~even ~~incurred~~an allegation of violations) could result in ~~jurisdictions~~us ~~with~~exiting ~~differing~~a ~~statutory~~market ~~tax~~or ~~rates~~segment, ~~fluctuations~~could indelay ~~our~~or ~~stock~~prevent ~~price~~potential acquisitions and ~~level~~could ofalso ~~stock-based~~materially ~~compensation~~damage ~~expense~~our reputation, ~~changes~~our inbrand, ~~the~~our ~~valuation~~international ofexpansion efforts, our ~~deferred~~ability ~~tax~~to ~~assets~~attract orand ~~liabilities~~retain employees, our business and byour ~~other~~operating ~~factors~~results.

~~Our~~Changes ~~international sales and operations and global customer base subject us~~ to ~~additional~~sanctions ~~risks~~or ~~that~~export ~~can~~control ~~adversely~~regulations ~~affect~~or ~~our~~their ~~operating~~enforcement ~~results. We~~in ~~derive a substantial portion of our revenues from, and have significant operations, outside of~~ the U.S., and inthe ~~both~~other ~~our~~jurisdictions ~~U.S.~~where ~~and non-U.S. operations~~ we ~~serve~~currently ~~customers~~operate ~~based in~~ or ~~with~~have ~~ties~~dealings, toor ~~numerous~~in ~~jurisdictions around~~ the ~~world.~~future ~~Compliance~~may ~~with~~operate ~~international~~or ~~and~~have ~~U.S.~~dealings, ~~laws~~can ~~and~~require ~~regulations~~suspension ~~that~~or ~~apply~~termination toof ~~our~~business ~~international~~(including ~~operations~~financial ~~increases~~transactions) ~~our~~in ~~cost~~or ofwith ~~doing~~certain ~~business.~~countries ~~These laws~~ and ~~regulations~~territories ~~include~~or ~~data~~with ~~privacy~~certain ~~requirements,~~customers. ~~labor~~In ~~relations laws~~addition, ~~tax~~we ~~laws,~~continue ~~foreign~~to ~~currency-related~~closely ~~regulations,~~monitor ~~competition/antitrust~~international ~~regulations,~~relations ~~anti-bribery laws~~ and ~~other~~it ~~laws~~is ~~prohibiting~~difficult ~~payments~~ to ~~governmental~~anticipate ~~officials such as~~ the ~~U.S.~~effect ~~Foreign~~geopolitical ~~Corrupt~~developments ~~Practices~~may ~~Act~~have ~~(FCPA),~~on ~~market~~us. ~~access~~Evolving ~~regulations,~~restrictions ~~tariffs,~~ and ~~import,~~rules ~~export~~governing ~~and~~access ~~general trade regulations, including but not limited~~ to ~~sanctions~~cloud-based ~~and~~infrastructure ~~embargos.~~or ~~Violations~~GPU-enabled ofservices ~~these~~by ~~laws~~customers ~~and regulations can result~~ in ~~monetary~~certain ~~fines~~jurisdictions, ~~civil~~could ~~and/or~~require ~~criminal~~additional ~~penalties,~~compliance ~~enforcement~~controls ~~actions~~or ~~against~~limit ~~us,~~ our ~~officers~~ability orto ~~our employees~~provide, ~~and prohibitions on the conduct of our business~~lease, ~~including~~host ~~disgorgement,~~or ~~the~~otherwise ~~loss~~make ofavailable ~~trade~~such ~~privileges,~~resources ~~and~~to ~~other~~affected ~~remedial measures~~customers. ~~Any~~Compliance ~~such~~with ~~violations~~any ~~could~~further ~~result~~sanctions, inexport ~~prohibitions~~controls onor ~~our~~other ~~ability~~regulatory torestrictions ~~offer our products~~ (and ~~services~~any incountermeasures ~~one~~thereto) ortaken ~~more~~by ~~countries~~the orU.S. ~~territories~~ or toother ~~certain~~countries ~~entities,~~ could ~~delay or~~ prevent ~~potential~~us ~~acquisitions~~from ~~and~~serving ~~could~~certain ~~also~~customers ~~materially~~or ~~damage~~restrict ~~our~~us ~~reputation,~~or our ~~brand,~~customers ~~our~~from ~~international~~operating ~~expansion~~in ~~efforts~~specific jurisdictions, ~~our~~which ~~ability~~could tohave ~~attract~~an ~~and~~adverse ~~retain~~effect ~~employees,~~on our ~~business~~operations and ~~our~~results ~~operating~~of ~~results~~operations.

Changes to sanctions or export control regulations in the U.S. and the other jurisdictions where we currently operate or have dealings, or in the future may operate or have dealings, can require suspension or termination of business (including financial transactions) in or with certain countries and territories or with certain customers. In addition, we continue to closely monitor international relations and it is difficult to anticipate the effect geopolitical developments may have on us. Compliance with any further sanctions, export controls or other regulatory restrictions (and any countermeasures thereto) taken by the U.S. or other countries could prevent us from serving certain customers or restrict us or our customers from operating in specific jurisdictions, which could have an adverse effect on our operations and results of operations. 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.

Our success depends, in part, on our ability to anticipate and manage these risks. We monitor our operations and investigate allegations of improprieties relating to transactions and the way in which such transactions are recorded. Where warranted, we provide information and report our findings to government authorities who may conduct their own investigations, and we respond to their requests or demands for information. No assurance can be given that such authorities will not take action or that our compliance program will prove effective. There is no guarantee that our compliance policies and procedures will be followed at all times or will effectively detect and prevent all violations of laws, including economic and financial sanction laws and embargoes. In addition, we are currently navigating a period of geopolitical and regulatory volatility.

We face a variety of other risks and challenges in managing an organization operating globally, including those related to:

•

general economic conditions in each country or region;

•

political unrest, terrorism and war, including but not limited to the current Middle East conflicts and the Russia-Ukraine war and its potential economic and geopolitical impacts on Europe, where a material portion of our business is carried out;

•

the potential for other hostilities, including but not limited to further destabilization in the Middle East and Venezuela and tensions between China and Taiwan;

•

the potential for worsening trade and economic relations between the U.S. and China, including the imposition of additional tariffs, export controls, sanctions, retaliatory measures or other trade restrictions;

•

public health, social and supporting infrastructure stability risks, particularly in areas in which we have significant operations;

•

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fluctuations in currency exchange rates and related impacts on customer demand and our operating results;

•

difficulties in accessing or transferring funds from or converting currencies in certain countries that could lead to a devaluation of our net assets, in particular our cash assets, in that country’s currency, including as a result of exchange controls, seizure, nationalization or other restrictions;

•

losses arising from bank failures, uninsured or underinsured deposit balances, fraud, theft, employee misconduct, or errors in initiating or processing payments or fund transfers;

•

regulatory changes, including unexpected government austerity measures in certain countries that may impair bank deposits or other cash assets that we hold in these countries or that impose additional taxes that we may be required to pay in these countries;

•

common local business behaviors or regulatory requirements that conflict with our business ethics, practices and conduct policies;

•

longer payment cycles and difficulties in collecting accounts receivable;

•

overlapping tax regimes; and

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•

weaker protection for intellectual property rights in some countries.

The variety of risks and challenges listed above could also disrupt or otherwise negatively impact our supply chain operations and sales of our products and services in affected countries or regions.

As the majority shareholder of Oracle Financial Services Software Limited, a publicly traded company in India, and Oracle Corporation Japan, a publicly traded company in Japan, we face several additional risks, including being subject to local securities regulations and being unable to exert full control that we would otherwise have if these entities were wholly-owned subsidiaries.

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. As a participant in the healthcare industry, certain of our products, operations and relationships, and those of our customers, are regulated by several U.S. federal, state, local and foreign governmental entities. These regulations impact us both directly and indirectly, inincluding ~~terms of~~ government program requirements applicable to our customers for the use of health IT. 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. There are significant, wide-ranging and rapidly evolving regulations worldwide, covering healthcare fraud, information sharing, e-prescribing, medical claims processing and transmission, healthcare devices, the use of AI in healthcare, the security and privacy of patient data and interoperability standards, that may be directly or indirectly applicable to our products, operations and relationships or the business practices of our customers. Specific risks include, but are not limited to, the following:

•

~~Medical~~We ~~device~~have ~~regulations~~medical indevices registered with the U.S. Food and Drug Administration and other ~~countries~~foreign medical device regulators, and certain other products and solutions may now or in the future ~~apply~~be toregulated ~~certain~~under ofthe ~~our~~Federal ~~healthcare~~Food, ~~products~~Drug and ~~services~~Cosmetics Act, as amended, and other foreign medical device laws. IfIn ~~any~~instances ofwhere our healthcare products and services ~~are~~qualify ~~deemed~~as ~~to be actively regulated~~ medical devices ~~by regulatory agencies~~ in countries where we do business, we could be subject to extensive requirements governing pre- and post-marketing activities, including labeling, manufacturing, adverse event reporting and pre-market ~~notification~~regulatory approval, clearance or ~~recalls~~notification.

•

Certified electronic health record technology (CEHRT) requirements continue to evolve and remain necessary to participate in federal healthcare programs ~~in order~~ to receive reimbursement for health items and services provided by certain of our customers to Medicare and Medicaid beneficiaries. Certification involves complex and specific requirements related to various types of requests for the access, exchange or use of Electronic Health Information. The 21st Century Cures Act, as amended, allows for penalties for stakeholders, including but not limited to, health IT developers and providers who do not comply with the act. We expect the regulations establishing the certification and interoperability standards for CEHRT will continue to be updated to emphasize interoperability, consumer engagement, patient safety and health information privacy and security.

•

~~Complying~~The ~~with~~federal ~~these~~Anti-Kickback ~~regulations~~Statute ~~globally~~(AKS) isprohibits ~~expensive~~us from knowingly and ~~could~~willfully ~~subject~~soliciting, usreceiving, offering or providing remuneration (including any kickback or price concession) in exchange for referrals or the purchase, order, or recommendation of any products or services which are paid for by federal healthcare programs such as Medicare and Medicaid. The Centers for Medicare & Medicaid Services has stated that kickbacks have led to ~~unanticipated~~overutilization and ~~significant~~increased ~~delays~~costs of healthcare services, corruption of medical decision making, steering patients away from valid services or therapies and unfair, non-competitive service delivery. IfCertain weof ~~fail~~our products and services may now, or in the future, be subject to ~~comply~~the ~~sufficiently~~AKS, ~~with~~the ~~these~~federal False Claims Act (FCA) and other ~~regulations~~fraud and abuse laws. In addition, ita ~~could~~claim ~~negatively~~including ~~impact~~products ~~our~~or ~~ability~~services resulting from a violation of AKS constitutes a violation of the FCA. Companies can be held liable under the FCA even when they do not submit claims directly to ~~continue~~government payors if they are deemed to ~~develop,~~“cause” ~~distribute~~the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and ~~deliver~~to ~~certain~~share in any monetary recovery. The federal government has used the FCA to prosecute a wide variety of ~~our~~alleged ~~healthcare~~false ~~products~~claims and ~~services,~~fraud allegedly perpetrated against federal and westate ~~could~~healthcare ~~suffer~~programs, ~~fines~~including ora ~~penalties~~variety of coverage, reimbursement, billing and coding errors, fraud and conduct.

~~Our~~The ~~sales~~healthcare toindustry ~~local,~~is ~~state,~~regularly ~~federal~~subject ~~and foreign government customers expose us~~ to ~~business~~negative ~~volatility and risks~~publicity, including ~~government~~as ~~budgeting~~a ~~cycles~~result ~~and~~of ~~appropriations~~governmental investigations, ~~government~~adverse ~~shutdowns,~~media ~~procurement~~coverage ~~regulations,~~and ~~governmental~~political ~~policy~~debate ~~shifts,~~concerning ~~early~~industry ~~termination~~regulation. ofWe ~~contracts,~~have ~~audits~~been, ~~investigations, sanctions~~ and ~~penalties. We~~in ~~derive~~the ~~revenues~~future ~~from~~may ~~contracts~~become ~~with~~involved ~~the~~in ~~U.S. government~~routine, ~~state~~regular and ~~local~~special ~~governments~~governmental inquiries, ~~and~~audits, ~~foreign~~reviews ~~governments~~ and ~~are~~assessments. ~~subject~~Negative topublicity ~~procurement~~may ~~laws~~damage ~~relating~~our toreputation ~~the award, administration~~ and ~~performance~~expose ofus ~~those~~to ~~contracts~~regulatory scrutiny.

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~~evolving~~Complying ~~cybersecurity~~with ~~requirements,~~healthcare ~~including,~~industry ~~for~~regulations ~~example,~~globally ~~the~~is ~~FedRAMP~~expensive ~~authorization process~~ and ~~the~~could ~~Department~~subject ofus ~~Defense~~to ~~(DoD)~~unanticipated ~~Cybersecurity~~and ~~Maturity~~significant ~~Model~~delays ~~Certification.~~or ~~These~~disruption ~~requirements~~to ~~may~~availability ~~impact~~of our ~~lines~~health ofproducts/services. ~~business~~If inwe ~~the~~fail ~~U.S.~~to ~~federal~~comply ~~government~~sufficiently ~~market. Compliance~~ with these ~~cybersecurity requirements is complex~~ and ~~costly~~other regulations, ~~and~~it ~~any~~could ~~failure~~negatively orimpact ~~alleged~~our ~~failure~~ability to ~~meet,~~continue orto ~~delays in meeting~~develop, ~~the~~distribute ~~required~~and ~~security~~deliver ~~controls~~certain ~~could~~of ~~result in liability, limit~~ our ~~ability~~healthcare ~~to sell~~ products and services, ~~directly or indirectly, to the DoD~~ and ~~other~~we ~~federal~~could ~~and~~suffer ~~state~~fines ~~government~~or ~~entities~~penalties ~~that implement similar cybersecurity requirements~~ and/or ~~adversely~~result ~~affect~~in ~~our~~product ~~reputation and sales~~recalls.

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. We derive revenues from contracts with the U.S. government, state and local governments, and foreign governments and are subject to procurement laws relating to the award, administration and performance of those contracts.

Governmental entities are variously pursuing policies that affect our ability to sell our products and services. Changes in government procurement policy, priorities, regulations, technology initiatives and/or requirements may negatively impact our potential for growth in the government sector. For example, the U.S. government imposes evolving cybersecurity requirements, including the FedRAMP authorization process and the Department of War (DoW) Cybersecurity Maturity Model Certification. These requirements may impact our lines of business in the U.S. federal government market. Compliance with these cybersecurity requirements is complex and costly, and any failure or alleged failure to meet, or delays in meeting, the required security controls could result in liability, limit our ability to sell products and services, directly or indirectly, to the DoW and other federal and state government entities that implement similar cybersecurity requirements and adversely affect our reputation and sales.

We are also subject to early termination of our contracts. Many governmental entities have the right to terminate contracts at any time for a variety of reasons, including without cause. For example, the U.S. federal government may terminate any of our government contracts and subcontracts at its convenience, or for default based on our performance. U.S. federal, state and local government and foreign government contracts are generally subject to government funding authorizations/appropriations. Contracts may also be terminated due to a lack of government funds.

There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending as governments continue to face significant deficit reduction pressures. This may adversely impact spending on government programs and result in termination of government contracts, delays in contract awards and pausing of payments during cost efficiency reviews. In addition, an extended federal government ~~shutdown~~shutdowns in the U.S. ~~could~~have caused, and may in the future cause, delays in approvals and decision making, which could negatively impact our results of operations.

Government contracts laws and regulations impose certain risks, and certain of our government contracts and contracting practices are currently, and may in the future be, subject to audits and investigations. Any violations of law or alleged violations of law could subject us to civil and criminal penalties and administrative sanctions, including termination of contracts, refund of fees received, treble damages, settlement payments, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business, as well as adverse publicity and reputational damage.

Environmental and other related laws and regulations subject us to a number of risks and could result in significant liabilities and costs. Our cloud and hardware operations are subject to extensive, evolving and sometimes inconsistent state, federal and international regulations related to ESG matters. Some of these regulations establish specific metrics, targets, and disclosure frameworks for a variety of ESG issues, including environmental sustainability, supply chain labor practices, workforce health and safety, proper handling and disposal of certain chemicals and materials, and local testing and labeling requirements. Regulatory, market, carbon tax and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations have increased and are expected to continue to increase.

Compliance with these ever-changing and sometimes divergent ESG laws in a timely manner could increase our product design, development, procurement, manufacturing, delivery, cloud operations, insurance premiums and administration costs, limit our ability to manage excess and obsolete ~~non-compliant~~ inventory, change our sales activities, or otherwise impact future financial results of our cloud and hardware businesses. Failure to comply with these laws can subject us to significant liability, including fines, penalties and possible prohibition of sales of our products and services in certain regions. Additionally, new or updated regulated disclosure requirements could result in revisions to our previous ESG-related disclosure, which could expose us to liability or reputational harm.

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Financial Risks

Our operations can be difficult for us to predict because our quarterly results of operations may fluctuate significantly based on a number of factors. Our revenues, particularly certain of our ~~cloud~~software license ~~and on-premise license~~ revenues and hardware revenues, can be difficult to forecast. A substantial portion of our ~~cloud~~software license, ~~on-premise license~~ and hardware contracts is completed in the latter part of a quarter. Because a significant portion of our cost structure is largely fixed in the short term, sales and revenue shortfalls tend to have a disproportionately negative impact on our profitability. We typically have a number of large transactions each quarter, which increases the risk of fluctuations in our quarterly results. If our cloud infrastructure buildout takes longer than expected, our cloud revenue forecasts will be affected. If we lose one or more of our key customers for any reason, are unable to recognize revenues for contracted products or weservices or experience a delay in even a small number of these large transactions, our quarterly sales, revenues and profitability could fall significantly short of our predictions. In addition, sudden shifts in regional or global economic or political activity may cause our sales forecasts to be inaccurate. Our quarterly results may also be affected by changes in the timing and amount of our capital expenditures, which may vary materially from changes to supplier pricing, tariffs and supply chain and construction timelines.

28In addition, we hold a portfolio of marketable and non-marketable debt and equity investments. It may take longer than expected to realize the full economic benefits from these investments or the benefits may ultimately be smaller than we expected. Any impairment charges and effect of changes in the fair values of certain of these investments are recorded as unrealized gains or losses as a component of consolidated net income in each period. The timing and amount of impairment charges or changes in fair value, if any, of these investments depends on factors beyond our control, including regulatory risks, the perceived and actual performance of the companies or funds in which we invest, and are also subject to the general conditions of public and private equity markets, which are uncertain and have in the past varied, and may in the future vary, materially by period. Changes in the fair values of these investments have contributed, and may in the future contribute, to volatility in our net income that is not reflective of our core businesses.

Changes in currency exchange rates can adversely affect customer demand and our revenues and profitability. We conduct a significant number of transactions and hold cash in currencies other than the U.S. Dollar. Changes in the values of major foreign currencies, particularly the Australian Dollar, British Pound, Brazilian Real, Canadian Dollar, Euro, Indian Rupee, Japanese Yen and Saudi Riyal, relative to the U.S. Dollar can significantly affect our total assets, revenues, operating results and cash flows, which are reported in U.S. Dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, adversely affects our revenue growth by reducing the U.S. Dollar value of our foreign currency earnings and affecting actual demand for our products and services as they may become relatively more expensive for foreign currency-based enterprises to purchase. Currency variations can also negatively impact profit margins on sales of our products in countries outside of the U.S. Generally, a stronger U.S. Dollar adversely affects, and a weaker U.S. Dollar favorably affects, our reported revenues and operating results. In addition, our reported assets generally are adversely affected when the dollar strengthens relative to other currencies as a portion of our consolidated cash and bank deposits, among other assets, are held in foreign currencies and reported in U.S. Dollars.

In addition, we incur foreign currency transaction gains and losses, primarily related to sublicense fees and other intercompany agreements among us and our subsidiaries that we expect to cash settle in the near term, which are charged to earnings in the period incurred. We have a program which primarily utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency exposures. We may suspend the program from time to time. As part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. Our foreign currency forward contracts and other hedging activities may not fully offset, and may in some cases increase, the adverse financial effects of currency movements. A large portion of our consolidated operations is international, and we expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including the cost to obtain such contracts. For example, we experience foreign currency gains and losses when it is not possible or cost-effective to hedge our foreign currency exposures, our hedging efforts are ineffective or we suspend our foreign currency forward contract program. Our ultimate realized loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and any related fees paid to purchase such contracts, and other factors.

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InAll ~~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. Any impairment charges and effect of changes in the fair values of certain of these investments are recorded as unrealized gains or losses as a component of consolidated net income in each period. The timing and amount of impairment charges or changes in fair value, if any, of these investments depends on factors ~~beyond~~can ~~our~~from ~~control,~~time ~~including the perceived and actual performance of the companies or funds in which we invest, and are also subject~~ to ~~the~~time ~~general conditions of public and private equity markets, which are uncertain and have in the past varied, and may in the future vary,~~ materially byimpact ~~period.~~our ~~Changes~~results ~~in the fair values~~ of ~~these investments~~operations, ~~including~~financial ~~Ampere,~~position ~~have contributed,~~ and ~~may~~cash ~~in the future contribute, to volatility in our net income that is not reflective of our core businesses~~flows.

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.

Changes in currency exchange rates can adversely affect customer demand and our revenue and profitability. We conduct a significant number of transactions and hold cash in currencies other than the U.S. Dollar. Changes in the values of major foreign currencies, particularly the Australian Dollar, British Pound, Brazilian Real, Canadian Dollar, Euro, Indian Rupee, Japanese Yen and Saudi Riyal, relative to the U.S. Dollar can significantly affect our total assets, revenues, operating results and cash flows, which are reported in U.S. Dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, adversely affects our revenue growth by reducing the U.S. Dollar value of our foreign currency earnings and affecting actual demand for our products and services as they may become relatively more expensive for foreign currency-based enterprises to purchase. Currency variations can also negatively impact profit margins on sales of our products in countries outside of the U.S. Generally, a stronger U.S. Dollar adversely affects, and a weaker U.S. Dollar favorably affects, our reported revenues and operating results. In addition, our reported assets generally are adversely affected when the dollar strengthens relative to other currencies as a portion of our consolidated cash and bank deposits, among other assets, are held in foreign currencies and reported in U.S. Dollars.

In addition, we incur foreign currency transaction gains and losses, primarily related to sublicense fees and other intercompany agreements among us and our subsidiaries that we expect to cash settle in the near term, which are charged to earnings in the period incurred. We have a program which primarily utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency exposures. We may suspend the program from time to time. As part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. A large portion of our consolidated operations is international, and we expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including the cost to obtain such contracts. For example, we experience foreign currency gains and losses when it is not possible or cost-effective to hedge our foreign currency exposures, our hedging efforts are ineffective or we suspend our foreign currency forward contract program. Our ultimate realized loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and any related fees paid to purchase such contracts, and other factors. All of these factors can from time to time materially impact our results of operations, financial position and cash flows.

We have incurred foreign currency losses associated with the devaluation of currencies in certain highly inflationary economies relative to the U.S. Dollar. We could incur future losses in other countries where we do business should their currencies become designated as highly inflationary.

There are risks associated with our outstanding and future indebtedness. As of May 31, ~~2025~~2026, we had an aggregate of $92129.65 billion of outstanding indebtedness that will mature between calendar year ~~2025~~2026 and calendar year ~~2065~~2066. We may incur additional indebtedness from time to time to finance capital expenditures, future investments or acquisitions, to finance the payment of cash dividends on or repurchases of our common stock, to refinance existing debt or for other purposes. Future financing or funding needs could differ from our projections. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this Risk Factors section. There can be no assurance that we will be able to manage any of these risks successfully. The incurrence of additional indebtedness will also result in increased fixed obligations and increased interest expense and could also include covenants or other restrictions that may impede our ability to manage our operations. Some of our indebtedness may bear interest at variable rates, and increases in interest rates could increase our debt service obligations. In addition, changes in interest rates could adversely affect the economics of certain long-term commitments or customer arrangements, particularly where pricing is fixed or committed.

29We have been refinancing portions of our outstanding debt as it matures, and we may continue to do so in the future. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. More broadly, disruptions in credit markets, including reduced liquidity, changes in creditor sentiment or lender concentration limits, could increase our borrowing costs or limit our ability to access debt financing on acceptable terms, or at all.

Should we incur future increases in interest expense, our ability to utilize certain of our foreign tax credits to reduce our U.S. federal income tax could be limited, which could unfavorably affect our provision for income taxes and effective tax rate. In addition, changes to our outlook or credit rating or a withdrawal by any rating agency could negatively affect the value of both our debt and equity securities and increase the interest amounts we pay on certain outstanding or future debt. A downgrade could also reduce our access to, or increase the cost of, commercial paper or other short-term financing, affect the terms or availability of certain long-term commitments (including data center leases), limit eligibility to contract with certain customers, and increase collateral, letter of credit or other credit support requirements under certain contractual arrangements. These risks could adversely affect our financial condition and results of operations.

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. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make certain estimates, judgments and assumptions that can affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our estimates, judgments and assumptions on information available to us at the time that they are made, as discussed in “Critical Accounting Estimates” under Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations and in “Significant Accounting Policies” discussed in Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. For example, we make certain judgments related to revenue recognition and remaining performance obligations. While we believe these judgments and assumptions are reasonable under the circumstances, they are subject to uncertainties and actual results may differ.

Risks Related to Our Common and Preferred Stock

Our stock price could become more volatile and your investment could lose value. All of the factors discussed within this Risk Factors section have affected and could in the future affect our stock price. The timing of announcements in the public market by us or by our competitors regarding new cloud services, AI advancements, products, product enhancements, technological advances, data center capacity, acquisitions, joint ventures and strategic alliances or major transactions could also affect our stock price. Changes in the amounts and frequency of stock repurchases or dividends could affect our stock price. Our stock price could also be affected by factors, some

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of which are beyond our control, including, among others: speculation in the press, social media and the analyst community; changes in recommendations or earnings-related estimates by financial analysts; changes in investors’ or analysts’ valuation measures for our stock; negative analyst surveys or channel check surveys; earnings announcements where our financial results differ from our guidance or investors’ expectations; our credit ratings; dissemination of inaccurate information or misinformation about our business and results of operations, ~~generate~~(including ~~sufficient~~through ~~cash~~the ~~flows~~malicious use of generative AI tools); the enforcement or non-enforcement of laws and regulations; and market trends unrelated to ~~service~~our ~~such~~performance. ~~debt~~The stock market in general, and the ~~other~~market ~~factors~~for ~~discussed~~technology companies in ~~this~~particular, ~~Risk~~has ~~Factors~~experienced ~~section~~extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. ~~There~~We ~~can~~are bea nonamed ~~assurance~~defendant, along with certain of our officers and a director, in a putative class action brought by an alleged stockholder that wealleges ~~will~~various beviolations ~~able~~of securities laws in connection with a drop in our stock price. Additional information regarding this lawsuit is discussed under Note 15 of Notes to ~~manage~~Consolidated Financial Statements included elsewhere in this Annual Report. This litigation, and any offuture ~~these~~similar ~~risks~~litigation, ~~successfully~~could expose us to substantial costs and divert management’s attention and resources, which could adversely affect our business.

WeConversion ~~have~~of ~~been~~our ~~refinancing~~Mandatory ~~portions~~Convertible ofPreferred Stock (and our ~~outstanding~~depositary ~~debt~~shares), asor itthe ~~matures~~payment ~~and~~of wedividends ~~may~~on ~~continue~~Mandatory toConvertible doPreferred soStock in shares of common stock, or the ~~future.~~issuance ~~There~~of isshares aof ~~risk~~our ~~that~~common westock ~~may~~under ~~not~~the beATM ~~able~~Program towill ~~refinance~~dilute ~~existing~~the ~~debt~~ownership orinterest ~~that~~of the ~~terms~~holders of ~~any~~our ~~refinancing~~common ~~may~~stock. The ~~not~~conversion beof assome ~~favorable~~or asall of our shares of Mandatory Convertible Preferred Stock and our depositary shares, or the ~~terms~~payment of dividends on our ~~existing~~Mandatory ~~debt.~~Convertible ~~Furthermore,~~Preferred ifStock ~~prevailing~~in ~~interest~~the ~~rates~~form orof ~~other~~common ~~factors~~stock ator the ~~time~~issuance of ~~refinancing~~shares ~~result~~of inour ~~higher~~common ~~interest~~stock ~~rates~~under ~~upon~~the ~~refinancing,~~ATM ~~then~~Program will dilute the ownership interest ~~expense~~of ~~relating~~the toholders ~~that~~of ~~refinanced~~our ~~indebtedness~~common ~~would~~stock ~~increase~~and may depress the market price of our common stock.

~~Should~~The weATM ~~incur~~Program, ~~future~~the ~~increases~~Mandatory inConvertible ~~interest~~Preferred ~~expense,~~Stock or our ~~ability~~depositary toshares ~~utilize~~may ~~certain~~adversely affect the market price of our ~~foreign~~common ~~tax~~stock, ~~credits~~and towe ~~reduce~~cannot guarantee that our UATM Program will be fully implemented.S. The ~~federal~~market ~~income~~price ~~tax~~of ~~could~~our becommon ~~limited,~~stock ~~which~~is ~~could~~likely ~~unfavorably~~to ~~affect~~be influenced by our ~~provision~~ATM ~~for~~Program, ~~income~~the ~~taxes~~Mandatory Convertible Preferred Stock and ~~effective~~our ~~tax~~depositary ~~rate~~shares. InThe ~~addition,~~market ~~changes~~price toof our ~~outlook~~common orstock ~~credit~~could ~~rating~~become more volatile and could be depressed by: (1) investors’ anticipation of the potential sale or resale, as applicable, in the market of a ~~withdrawal~~substantial bynumber ~~any~~of ~~rating~~additional ~~agency~~shares ~~could~~of ~~negatively~~common ~~affect~~stock issued under the ~~value~~ATM Program or received upon conversion of ~~both~~the Mandatory Convertible Preferred Stock or our ~~debt~~depositary ~~and~~shares; (2) possible sales of our common stock by investors who view the Mandatory Convertible Preferred Stock or our depositary shares as a more attractive means of equity ~~securities~~participation in us than owning shares of common stock; and ~~increase~~(3) ~~the~~any ~~interest~~hedging ~~amounts~~or wearbitrage ~~pay~~trading onactivity ~~certain~~involving ~~outstanding~~the Mandatory Convertible Preferred Stock or ~~future~~our ~~debt~~depositary shares and our common stock. ~~These~~Our ~~risks~~ATM ~~could~~Program ~~adversely~~may ~~affect~~not be fully implemented. Disruptions in equity markets, including reduced liquidity or changes in investor sentiment, could limit our ~~financial~~ability ~~condition~~to ~~and~~access ~~results~~equity offinancing ~~operations~~on acceptable terms, or at all.

~~Risks~~Our ~~Related~~common stock ranks junior to ~~Our~~our ~~Common~~Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, winding-up or dissolution. This means that, unless accumulated dividends have been paid or set aside for payment on all our outstanding Mandatory Convertible Preferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common stock, subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Mandatory Convertible Preferred Stock a liquidation preference equal to $100,000 per share plus accumulated and unpaid dividends.

Our stock price could become more volatile and your investment could lose value. All of the factors discussed within this Risk Factors section could affect our stock price. The timing of announcements in the public market by us or by our competitors regarding new cloud services, AI advancements, products, product enhancements, technological advances, data center capacity, acquisitions or major transactions could also affect our stock price. Changes in the amounts and frequency of stock repurchases or dividends could affect our stock price. Our stock price could also be affected by factors, some of which are beyond our control, including, among others: speculation in the press, social media and the analyst community; changes in recommendations or earnings-related estimates by financial analysts; changes in investors’ or analysts’ valuation measures for our stock; negative analyst surveys or channel check surveys; earnings announcements where our financial results differ from our guidance or investors’ expectations; our credit ratings; dissemination of inaccurate information or misinformation about our business and results of operations (including through the malicious use of generative AI tools); the enforcement or non-enforcement of laws and regulations; and market trends unrelated to our performance. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. A significant drop in our stock price could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business.

We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value. Our repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Further, our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. Our stock repurchase program may not enhance long-term stockholder value.

General Risks

Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. ~~Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include:~~

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Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include:

•

general economic and business conditions;

•

overall demand for enterprise cloud, ~~license~~software and hardware products and services;

•

governmental budgetary constraints or shifts in government spending priorities; and

•

general legal, regulatory and political developments.

Macroeconomic developments such as the global or regional economic effects resulting from elevated inflation and interest rates, limited liquidity, adverse developments affecting financial institutions, the current wars and conflicts, evolving trade policies between the U.S. and international trade partners, including the imposition of tariffs and other trade measures or restrictions, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment of government or corporate spending could cause current or potential customers to reduce or eliminate their IT budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services. If any parties with whom we conduct business or invest our cash or cash equivalents are unable to meet their obligations to us, our business could be adversely affected. Bank failures or issues in the broader U.S. or global financial systems may have an impact on the broader capital markets and, in turn, our ability to access those markets.

30In addition, international, regional or domestic political unrest and the related potential impact on global stability, trade wars, terrorist attacks and the potential for other hostilities in various parts of the world, public health crises and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability. These factors generally have the strongest effect on our sales of software license, hardware and related services and, to a lesser extent, also may affect our renewal rates for software support and our subscription-based cloud offerings.

~~Table~~Significant events in certain geographic locations could adversely affect our operating results and disrupt our business. A significant portion of ~~Contents~~our critical business operations are concentrated in a few geographic areas, some of which include emerging market international locations that may be less stable relative to running such business operations solely within the U.S. We are a highly automated business and a disruption or failure of our systems, supply chains and processes could cause delays in completing sales, providing services, including some of our cloud offerings, and enabling a seamless customer experience with respect to our customer facing back-office processes. Although the Oracle Cloud is designed to automatically redirect traffic to an alternate facility, in the event of a severe impact to one facility, a major natural disaster, political, social or other disruption to infrastructure that supports our operations or other catastrophic event or the effects of climate change (such as increased storm severity, drought and pandemics) that results in the destruction or disruption of any of our critical business operations, supply chains or IT systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected.

corporate confidence in, the global economy or the curtailment of government or corporate spending could cause current or potential customers to reduce or eliminate their IT budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services. If any parties with whom we conduct business or invest our cash or cash equivalents are unable to meet their obligations to us, our business could be adversely affected. Bank failures or issues in the broader U.S. or global financial systems may have an impact on the broader capital markets and, in turn, our ability to access those markets.

In addition, international, regional or domestic political unrest and the related potential impact on global stability, trade wars, terrorist attacks and the potential for other hostilities in various parts of the world, public health crises and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability. These factors generally have the strongest effect on our sales of cloud license and on-premise license, hardware and related services and, to a lesser extent, also may affect our renewal rates for license support and our subscription-based cloud offerings.

Business disruptions could adversely affect our operating results. A significant portion of our critical business operations are concentrated in a few geographic areas, some of which include emerging market international locations that may be less stable relative to running such business operations solely within the U.S. We are a highly automated business and a disruption or failure of our systems, supply chains and processes could cause delays in completing sales, providing services, including some of our cloud offerings, and enabling a seamless customer experience with respect to our customer facing back-office processes. Although the Oracle Cloud is designed to automatically redirect traffic to an alternate facility, in the event of a severe impact to one facility, a major natural disaster, political, social or other disruption to infrastructure that supports our operations or other catastrophic event or the effects of climate change (such as increased storm severity, drought and pandemics) that results in the destruction or disruption of any of our critical business operations, supply chains or IT systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Our overall information security risk management approach is designed to enable us to assess, identify and manage major risk exposures, including from material risks from cybersecurity threats, in a timely manner. As part of our information security risk management program, we perform risk assessments in which we map and prioritize information security risks identified through the processes described below. These assessments inform our information security risk management strategies and oversight processes and we view cybersecurity risks as one of the key risk categories we face.

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We believe that Oracle is a target for computer hackers, cyber threats and other bad actors because our products and services store, retrieve, process and manage large amounts of data, including sensitive data. We and our vendors are regularly subject to attempts by third parties to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures and gain unauthorized access to our or our customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems.

If a large scale cyberattack or other major security incident results in unauthorized access to or modification or exfiltration of a significant amount of our customers’ or suppliers’ data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or if our products or services are reported to have (or are perceived as having) security vulnerabilities, we could incur significant expenses and suffer substantial damage to our brand and reputation, and this could result in a material impact on our business. Refer to “Data Privacy, Cybersecurity and Intellectual Property Risks” in Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to cybersecurity risks.

During fiscal ~~2025~~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.

Our corporate security and information security programs are designed to help us prevent, prepare for, detect, respond to and recover from cybersecurity threats. We leverage industry standard security frameworks to evaluate our security controls. Relevant personnel collaborate with subject matter experts throughout the process to identify and assess material cybersecurity threats, evaluate their severity, and explore ways to mitigate a potential security incident. We continually conduct security and privacy reviews to pinpoint risks associated with our products, services and enterprise. We also employ various monitoring tools to track suspicious or anomalous activity across our networks, systems, and data, and we simulate cyber threats to proactively address vulnerabilities. Finally, we routinely train our employees on cybersecurity matters.

This program includes processes for triaging, assessing the severity of, escalating, containing, investigating and remediating information security events, as well as meeting legal obligations and minimizing customer impact and brand and reputational damage. In addition, we maintain insurance to protect against potential losses arising from a cybersecurity incident. Periodic tabletop exercises are conducted to test and reinforce our incident response controls, with incident severity and priority assessed on an ongoing basis.

We also conduct external and internal risk management audits to assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. We conduct periodic penetration testing to identify vulnerabilities in our products, services, and systems. We also undergo security-related industry certifications and attestations by external auditors, including System and Organization Controls (SOC) 1, SOC 2, International Organization for Standardization (ISO) 27001, 27017 and 27018, Cloud Security Alliance Security Trust Assurance and Risk (CSA STAR), Payment Card Industry Data Security Standard (PCI DSS) and other compliance frameworks. Additionally, our vendor risk management program identifies and mitigates risks associated with third-party service providers, including those within our supply chain and those with access to our customer or employee data or systems. We use the findings from these and other processes to review our information security practices, procedures and technologies.

Cybersecurity is an important area of focus for our Board. Our information security risk management program is designed to allow our Board to establish a mutual understanding with management of the effectiveness of our information security risk management practices and capabilities, including the division of responsibilities for reviewing our information security risk exposure and risk tolerance, tracking emerging information risks and ensuring proper escalation of certain key risks for periodic review by the Board of Directors and its committees. 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). As reflected in its charter, the F&A Committee assists the Board with the management and assessment of privacy and data security risk and is responsible for reviewing and discussing with management privacy and data security risk exposures, including, among other things, the potential impacts of those exposures on our business, financial results, operations and reputation. The F&A Committee also oversees our internal controls over financial reporting, including with respect to financial reporting-related information systems.

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~~part~~As an element of its ~~broader~~information security risk management oversight activities, the ~~Board~~F&A ~~oversees~~Committee ~~risks~~reviews ~~from~~the ~~cybersecurity~~results ~~risks,~~of ~~both~~our ~~directly~~incident response control tests, external and ~~through~~internal ~~the~~audits ~~Finance~~and penetration testing and ~~Audit~~oversees ~~Committee~~our ofvendor ~~the~~risk ~~Board~~management ~~(the~~program. The F&A Committee). Asalso ~~reflected~~receives inquarterly ~~its~~updates ~~charter~~regarding cybersecurity matters from senior management. In turn, the F&A Committee ~~assists~~reports to the full Board ~~with~~on ~~the~~a ~~management~~quarterly ~~and~~basis ~~assessment~~regarding ofthe ~~privacy~~F&A ~~and~~Committee’s ~~data~~cybersecurity ~~security~~ risk ~~and~~oversight isactivities. ~~responsible~~We ~~for~~also ~~reviewing~~have ~~and~~Board ~~discussing~~members with ~~management~~expansive ~~privacy~~knowledge and ~~data~~expertise ~~security~~in ~~risk~~the ~~exposures,~~area ~~including,~~of ~~among~~cybersecurity. ~~other~~In ~~things,~~addition ~~the~~to ~~potential~~these ~~impacts~~regularly ofscheduled ~~those~~updates, ~~exposures~~our onChief ~~our~~Privacy ~~business,~~Officer ~~financial~~and ~~results~~Senior Vice President, ~~operations~~Oracle Security and ~~reputation.~~Governance ~~The~~Risk Compliance may also report to the F&A Committee ~~also~~on ~~oversees~~how ~~our~~certain ~~internal~~information ~~controls~~security ~~over~~risks ~~financial~~are ~~reporting~~being managed and progress towards agreed mitigation goals, ~~including~~as ~~with~~well ~~respect~~as toany ~~financial~~potential ~~reporting-related~~material risks from cybersecurity threats that have been detected by the information ~~systems~~security team.

AsJeppe anLarsen, ~~element~~Senior ofVice ~~its~~President, ~~information~~Oracle ~~security~~Security ~~risk~~and ~~management~~Governance ~~oversight~~Risk ~~activities,~~Compliance ~~the~~is ~~F&A~~responsible ~~Committee~~for ~~reviews~~ the ~~results~~day-to-day ~~of our incident response control tests~~identification, ~~external~~assessment and ~~internal~~management ~~audits~~of ~~and~~the ~~penetration~~information ~~testing~~security ~~and~~risks ~~oversees~~we ~~our~~face. ~~vendor risk management program~~Mr. ~~The~~Larsen ~~F&A~~has ~~Committee~~extensive ~~also~~experience ~~receives~~in ~~quarterly~~building ~~updates~~and ~~regarding~~managing ~~cybersecurity~~hyperscale ~~matters~~cloud ~~from senior management. In turn~~services, ~~the~~as ~~F&A~~well ~~Committee~~as ~~reports~~overseeing tosecurity ~~the~~and ~~full Board on a quarterly basis regarding the F&A Committee’s cybersecurity~~ risk ~~oversight~~management. ~~activities~~Mr. WeLarsen ~~also~~has ~~have~~overseen ~~Board~~cybersecurity ~~members~~matters ~~with~~at ~~expansive~~Oracle ~~knowledge~~since ~~and expertise in the area of cybersecurity~~2023. InHe ~~addition~~has tobeen ~~these~~consequential ~~regularly~~in ~~scheduled~~shaping ~~updates,~~ our ~~Chief~~security ~~Privacy Officer~~ and ~~Senior~~governance, ~~Vice President~~risk, ~~Cloud Security~~ and ~~Head~~compliance ofstrategy ~~Global~~related ~~Information Security may also report~~ to ~~the~~cybersecurity, ~~F&A~~identity ~~Committee on how certain information security risks are being managed~~ and ~~progress~~encryption. ~~towards~~Mr. ~~agreed~~Larsen ~~mitigation~~holds ~~goals,~~a asMaster ~~well~~of asScience ~~any~~degree ~~potential~~in ~~material~~Applied ~~risks~~Mathematics from ~~cybersecurity~~the ~~threats~~Technical ~~that~~University ~~have~~of ~~been~~Denmark ~~detected~~and byholds ~~the~~several ~~information~~U.S. ~~security team~~patents.

~~Robert~~Our ~~Duhart,~~ Senior Vice President, ~~Cloud~~Oracle Security and ~~Head~~Governance ofRisk ~~Global~~Compliance ~~Information~~is ~~Security~~supported isby ~~responsible~~team ~~for~~members ~~the~~who ~~day-to-day~~have ~~identification,~~relevant ~~assessment~~educational and ~~management~~industry ofexperience. ~~the~~These ~~information~~team ~~security~~members ~~risks~~provide weregular ~~face.~~reports ~~Our~~to the Senior Vice President, ~~Cloud~~Oracle Security and ~~Head~~Governance ofRisk ~~Global~~Compliance ~~Information~~and ~~Security~~work ~~has~~closely ~~extensive~~with ~~experience~~our inChief ~~managing~~Privacy ~~cybersecurity~~Officer and ~~has~~include ~~served~~personnel indedicated ~~various~~to ~~leadership~~information ~~roles~~security, inproduct ~~information~~security, ~~technology~~ and ~~cybersecurity~~physical atsecurity. ~~several~~Informed ~~large~~by ~~public~~the ~~companies,~~processes ~~the~~and ~~U.S.~~practices ~~Department~~discussed ofunder ~~Defense~~“Risk Management and ~~the~~Strategy” ~~Federal~~above, ~~Bureau~~team ofmembers ~~Investigation.~~escalate ~~Most~~cybersecurity ~~recently,~~threats heand ~~served~~incidents asto the ~~Chief~~Senior ~~Information~~Vice ~~Security Officer~~President, ~~eCommerce~~Oracle Security and ~~Deputy~~Governance ~~Chief~~Risk ~~Information~~Compliance ~~Security~~who ~~Officer~~assesses atthe aseverity ~~major~~of ~~retailer.~~such ~~Our~~threats ~~Senior~~and ~~Vice~~incidents ~~President,~~for ~~Cloud~~inclusion ~~Security~~in ~~and~~quarterly ~~Head~~update ofto ~~Global~~the ~~Information~~F&A ~~Security~~Committee ~~earned~~where aappropriate. ~~master’s~~In ~~degree~~addition into ~~technology~~the ~~management~~ordinary-course ~~from~~Board ~~George~~and ~~Mason~~F&A ~~University~~Committee –reporting ~~Costello~~and ~~College~~oversight ofdescribed ~~Business~~above, we also maintain disclosure controls and aprocedures ~~Chief~~designed ~~Information~~for ~~Security~~prompt ~~Officer~~reporting ~~Executive~~to ~~Certificate~~the ~~from~~Board ~~Carnegie~~and ~~Mellon~~timely ~~University~~public –disclosure, ~~Heinz~~as ~~College~~appropriate, of ~~Information~~material ~~Systems~~events ~~and~~covered ~~Public~~by ~~Policy~~our risk management framework, including cybersecurity risks.

Our Senior Vice President, Cloud Security and Head of Global Information Security is supported by team members who have relevant educational and industry experience. These team members provide regular reports to the Senior Vice President, Cloud Security and Head of Global Information Security 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, Cloud Security and Head of Global Information Security who assesses the severity of such threats and incidents for inclusion in quarterly update to the F&A Committee where appropriate. In addition to the ordinary-course Board and F&A Committee reporting and oversight described above, we also maintain disclosure controls and procedures designed for prompt reporting to the Board and timely public disclosure, as appropriate, of material events covered by our risk management framework, including cybersecurity risks.

Item 2. Properties

Our properties consist of owned and leased ~~office~~ facilities for cloud operations, sales, support, research and development, services, manufacturing and administrative and other functions. Our headquarters facility consists of approximately 0.9 million square feet in Austin, Texas, all of which we own. We also own or lease ~~offices~~office ~~and certain other~~ facilities for current use consisting of approximately 2625.94 million square feet in various other locations in the U.S. and abroad. Approximately 1011.49 million square feet, or 3745%, of our total owned and leased ~~offices~~office ~~and certain other~~ facilities are sublet or are being actively marketed for sublease or disposition. We lease our principal internal manufacturing facility for our hardware products in Hillsboro, Oregon. Additionally, ~~our~~we ~~cloud~~have ~~operations~~approximately ~~deliver~~181 ~~our~~data ~~Oracle~~center ~~Cloud~~locations ~~Services through the use of global data centers~~globally, substantially all of which ~~were~~are leased ~~through~~and ~~colocation~~used ~~suppliers~~to deliver our Oracle Cloud offerings. We believe that our facilities are in good condition and suitable for the conduct of our business.

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Item 3. Legal Proceedings

The material set forth in Note 12 (pertaining to information regarding contingencies related to our income taxes) and Note 15 (pertaining to information regarding legal contingencies) of Notes to Consolidated Financial Statements in Item 15 of this Annual Report is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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 6,~~574~~219 stockholders of record as of May 31, ~~2025~~2026.

For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report.

Stock Repurchase Program

Our Board has approved a program for us to repurchase shares of our common stock. As of May 31, ~~2025~~2026, approximately $6.43 billion remained available for stock repurchases pursuant to our stock repurchase program. There was no stock repurchase activity for the three months ended May 31, 2026.

Our stock repurchase authorization does not have an expiration date and the pace of ~~our~~any future repurchase activity will depend on factors such as our working capital needs, our cash requirements for capital expenditures, acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

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 ofSharesPurchased		Average PricePaid perShare		Total Number ofShares Purchased asPart of PubliclyAnnouncedProgram		Approximate DollarValue of Shares thatMay Yet BePurchasedUnder 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

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Stock Performance Graph and Cumulative Total Return

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, ~~2025~~2026, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Oracle Corporation, the S&P 500 Index and the Dow Jones U.S. Technology Total Return Index

*$100 INVESTED ON MAY 31, ~~2020~~2021 IN STOCK OR

INDEX-INCLUDING REINVESTMENT OF DIVIDENDS

5/20

5/21

5/22

5/23

5/24

5/25

5/21

5/22

5/23

5/24

5/25

5/26

Oracle Corporation

100.0

~~148~~92.87

138.09

~~206~~155.89

~~232~~222.07

~~331~~306.58

S&P 500 Index

100.0

~~140~~99.37

~~139~~102.96

~~144~~131.05

~~184~~149.63

~~209~~193.58

Dow Jones U.S. Technology Total Return Index

100.0

~~148~~96.0

~~142~~114.01

~~168~~160.90

~~236~~184.80

~~272~~289.49

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Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting estimates that we believe are important to understanding significant assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025. A discussion regarding our financial condition and results of operations for fiscal ~~2024~~2025 compared to fiscal ~~2023~~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, ~~2024~~2025, as filed with the SEC on June 2018, ~~2024~~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.

Business Overview

Oracle provides products and services that ~~address~~build, run and support enterprise information technology (IT) ~~needs~~frameworks. 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 offerings are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include ~~on-premise,~~ cloud-based, ~~and hybrid deployments (an approach that combines both~~ on-premise and ~~cloud-based~~hybrid deployments). ~~Accordingly,~~We weprovide ~~offer~~ choice and flexibility to our customers ~~and~~as ~~facilitate~~to ~~the~~when ~~product, service~~ and ~~deployment~~how ~~combinations~~they ~~that~~deploy ~~best~~Oracle ~~suit~~applications ~~our~~and ~~customers’~~infrastructure ~~needs~~technologies. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world, including businesses of ~~many~~various sizes and industries, government agencies, educational institutions and resellers.

We have three businesses: cloud and software (formerly referred to as cloud and license); hardware; and services; each of which ~~comprises~~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 ~~Officer~~Officers and Chief Technology Officer, view our operating results and allocate resources.

Cloud and ~~License~~Software Business

Our cloud and ~~license~~software business, which represented 8687% and 8486% of our total revenues in fiscal ~~2025~~2026 and ~~2024~~2025, respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and ~~license~~software offerings. Revenue streams included in our cloud and ~~license~~software business are:

•

Cloud ~~services~~revenues, which are earned by providing customers access to Oracle Cloud applications and ~~license~~infrastructure ~~support~~technologies ~~revenues~~via cloud-based deployment models that Oracle develops, ~~which~~provides ~~include~~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 Applications and Oracle Cloud Infrastructure (collectively Oracle Cloud) arrangements generally: have durations of one to 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

•

~~cloud~~Software ~~services~~ 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 Services arrangements generallyinclude: are billed in advance of the cloud services being delivered; have durations of one to four 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

software license ~~support~~ revenues, which are ~~earned~~generated byfrom ~~providing~~licensing ~~Oracle~~our ~~license~~software ~~support~~products, ~~services~~including toOracle ~~customers~~Applications, ~~that~~Oracle ~~have~~Database, ~~elected to purchase support services in connection with the purchase of~~ Oracle ~~applications~~Middleware and ~~infrastructure~~Java, ~~software~~among ~~licenses~~others, for ~~use~~deployment by our customers in cloud-based, on-premise ~~and~~or other IT environments. ~~Substantially~~Our ~~all~~software license ~~support~~transactions ~~customers~~are ~~renew~~generally ~~their~~perpetual ~~support contracts with us upon expiration~~ in ~~order~~nature toand ~~continue~~are togenerally ~~benefit~~recognized ~~from~~as ~~technical~~revenues ~~support~~up ~~services~~front ~~and~~at the ~~periodic~~point ~~issuance~~in oftime ~~unspecified~~when ~~updates~~the ~~and~~software ~~enhancements,~~is ~~which~~made ~~current~~available ~~license support customers are entitled~~ to ~~receive. License support contracts are generally: priced as a percentage of~~ the ~~net fees paid by the~~ customer to ~~purchase~~download aand ~~cloud~~use. ~~license~~Revenues ~~and/or~~from onusage-~~premise~~based ~~license;~~royalty ~~billed~~arrangements infor ~~advance~~distinct ofsoftware ~~the~~licenses ~~support~~are ~~services~~recognized ~~being performed; renewed~~ at the ~~customer’s~~point ~~option;~~in ~~and~~time ~~recognized~~when asthe ~~revenues~~software ~~ratably~~end ~~over~~user ~~the~~usage ~~contractual~~occurs. ~~period~~The ~~that~~timing ~~the~~of ~~support~~a ~~services~~few ~~are~~large ~~provided,~~software ~~which~~license istransactions ~~generally~~can ~~one year.~~

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Cloud license and on-premise license revenues, which include revenues from the licensing of our software products including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others, which our customers deploy within cloud-based, on-premise or other IT environments. Our cloud license and on-premise 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 cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large license transactions can substantially affect our quarterly software license revenues due to the point-in-time nature of revenue recognition for ~~license~~software ~~transactions, which is different than the typical revenue recognition pattern for our cloud services and~~ license ~~support revenues in which revenues are recognized over time~~transactions. ~~Cloud~~Software license ~~and on-premise license~~ customers have the option to purchase and renew ~~license~~software support contracts, as further described ~~above.~~below; and

~~Providing~~software ~~choice~~support ~~and~~revenues, ~~flexibility~~which toare ~~our~~generated ~~customers~~by asproviding ~~to when and how they deploy~~ Oracle ~~applications~~software ~~and~~support ~~infrastructure~~services ~~technologies~~to ~~are~~customers ~~important~~that ~~elements~~have ofelected ~~our~~to ~~corporate~~purchase ~~strategy.~~support Inservices ~~recent~~in ~~periods,~~connection ~~customer~~with ~~demand~~the ~~for~~purchase ~~our~~of Oracle applications and infrastructure ~~technologies~~software ~~delivered~~licenses. ~~through~~Substantially ~~our~~all ~~Oracle~~software ~~Cloud~~support ~~Services~~customers ~~has~~renew ~~increased.~~their Tosupport ~~address~~contracts ~~customer~~with ~~demand~~us ~~and~~upon ~~enable~~expiration ~~customer~~in ~~choice,~~order weto ~~have~~continue ~~certain~~to ~~programs~~benefit ~~for~~from ~~customers~~technical tosupport ~~pivot~~services ~~their~~and ~~applications~~the ~~and~~periodic ~~infrastructure~~issuance ~~software~~of ~~licenses~~unspecified updates and ~~the~~enhancements, ~~related~~which ~~license~~current software support tocustomers ~~the~~are ~~Oracle~~entitled ~~Cloud~~to ~~for~~receive. ~~new~~Software ~~deployments~~support ~~and~~contracts toare ~~migrate~~generally: topriced ~~and~~as ~~expand~~a ~~with~~percentage of the ~~Oracle~~net ~~Cloud~~fees ~~for~~paid ~~their~~by ~~existing~~the ~~workloads.~~customer ~~The~~to ~~proportion~~purchase ofa ~~our~~software ~~cloud~~license; ~~services~~billed ~~revenues~~in ~~relative~~advance toof ~~our~~the ~~total~~support ~~revenues~~services ~~has~~being ~~increased~~performed; ~~and~~renewed weat ~~expect~~the ~~this~~customer’s ~~trend~~option; toand ~~continue.~~recognized ~~Cloud~~as ~~services~~ revenues ~~represented~~ratably ~~43%,~~over ~~37%~~the ~~and~~contractual ~~32%~~period ofthat ~~our~~the ~~total~~support ~~revenues~~services ~~during~~are ~~fiscal 2025~~provided, ~~2024~~which ~~and~~is ~~2023,~~generally ~~respectively.~~one year.

~~Our~~Providing ~~cloud~~choice and ~~license~~flexibility ~~business’~~to ~~revenue~~our ~~growth~~customers isas ~~affected~~to bywhen ~~many~~and ~~factors,~~how ~~including~~they ~~the~~deploy ~~strength~~Oracle ofapplications ~~general economic~~ and ~~business~~infrastructure ~~conditions,~~technologies ~~including~~are ~~the~~important ~~effects~~elements of ~~inflation,~~our ~~tariffs~~corporate ~~and~~strategy. ~~trade~~In ~~policy~~recent periods, ~~geopolitical~~customer ~~conditions~~demand ~~and~~for ~~other~~our ~~macroeconomic~~applications ~~factors~~and oninfrastructure ~~customer~~technologies ~~demand;~~delivered ~~governmental~~through ~~budgetary~~our ~~constraints;~~Oracle ~~the~~Cloud ~~strategy~~has ~~for~~increased. ~~and~~To ~~competitive~~address ~~position~~customer ofdemand ~~our~~and ~~offerings;~~enable customer ~~satisfaction~~choice, ~~with~~we ~~our~~have ~~offerings;~~certain ~~the~~programs ~~continued~~for ~~renewal~~customers ofto ~~our~~pivot ~~cloud~~their ~~services~~applications and ~~license~~infrastructure ~~support~~software ~~customer~~licenses ~~contracts~~and by the ~~customer~~related ~~contract~~software ~~base;~~support ~~substantially~~to ~~all~~the ~~customers~~Oracle ~~continuing~~Cloud tofor ~~purchase~~new ~~license~~deployments ~~support~~and ~~contracts~~to inmigrate ~~connection~~to ~~with~~and ~~their~~expand ~~license~~with ~~purchases;~~ the ~~pricing~~Oracle ofCloud ~~license~~for ~~support~~their ~~contracts~~existing ~~sold~~workloads. inThe ~~connection~~proportion ~~with~~of ~~the~~our ~~sales~~cloud ofrevenues ~~licenses;~~relative ~~the~~to ~~pricing,~~our ~~amounts~~total ~~and~~revenues ~~volumes~~has ofincreased ~~licenses~~ and ~~cloud~~we ~~services~~expect ~~sold;~~this ~~our~~trend ~~ability~~ to ~~manage~~continue. ~~Oracle~~ Cloud ~~capacity~~revenues ~~requirements~~represented to51% ~~meet~~and ~~existing~~43% ~~and~~of ~~prospective~~our ~~customer~~total ~~demand;~~revenues ~~and~~during ~~foreign~~fiscal ~~currency~~2026 ~~rate~~and ~~fluctuations~~2025, respectively.

OnOur acloud ~~constant~~and ~~currency~~software ~~basis~~business’ revenue growth is affected by many factors, weincluding ~~expect~~the ~~that~~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 ~~total~~offerings; customer satisfaction with our offerings; the continued renewal of our cloud and software support customer contracts by the customer contract base; substantially all customers continuing to purchase software support contracts in connection with their license ~~revenues~~purchases; ~~generally~~the ~~will~~pricing ~~continue~~of software support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of cloud services and licenses sold; our ability to ~~increase~~manage ~~due~~Oracle Cloud capacity requirements to: meet existing and prospective customer demand; and foreign currency rate fluctuations.

~~expected~~On ~~growth~~a inconstant currency basis, we expect that our total cloud ~~services~~and ~~offerings;~~software ~~and~~revenues generally will continue to increase due to:

•

~~continued~~expected ~~demand~~growth ~~for~~in our cloud ~~license~~offerings; and ~~on-premise license and license support offerings.~~

•

Wecontinued ~~believe~~demand ~~these~~for ~~factors should contribute to future growth in~~ our ~~cloud~~software and license 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 license products and servicesofferings.

~~Our~~We ~~cloud~~believe ~~and~~these ~~license~~factors ~~business’~~should ~~margin~~contribute ~~has historically trended upward over the course of the four quarters within a particular fiscal year due~~ to ~~the~~future ~~historical~~growth ~~upward~~in ~~trend of~~ our cloud and ~~license~~software business’ total revenues, ~~over~~which ~~those~~should ~~quarterly~~enable ~~periods~~us ~~and~~to ~~because~~continue ~~the~~to ~~majority~~make ofinvestments ~~our costs for this business are generally fixed~~ in ~~the~~research ~~short~~and ~~term.~~development ~~The~~and ~~historical upward trend of~~ our cloud ~~and~~operations ~~license~~to ~~business’~~develop, ~~revenues~~improve, ~~over~~increase the ~~course~~capacity of ~~the~~and ~~four~~expand ~~quarters within a particular fiscal year is primarily due to~~ the ~~addition~~geographic footprint of ~~new~~our cloud ~~services~~ and ~~license~~software ~~support~~products ~~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~~ services. ~~and~~We ~~license~~continue ~~support~~to ~~contracts~~place ~~over~~significant ~~the course of each fiscal year~~emphasis, ~~which~~both wedomestically ~~generally recognize as revenues in a similar manner;~~ and ~~the~~internationally, ~~historical~~on ~~upward~~direct ~~trend~~sales ofthrough our ~~cloud~~own ~~license~~sales ~~and on-premise license revenues, which we generally recognize at a point in time upon delivery; in each case over those four fiscal quarterly periods~~force. ~~Our~~We ~~margin~~also ~~for~~continue ~~this business may be adversely impacted due~~ to ~~increases~~market incertain ~~supply chain and energy costs, the impact~~ of ~~tariffs~~our cloud and ~~trade~~software ~~policy~~offerings ~~and~~through ~~other~~indirect ~~factors~~channels.

38Costs associated with our cloud and software business are included in cloud and software expenses and sales and marketing expenses. These costs are largely infrastructure- and personnel-related and include the cost of providing our cloud and software support offerings, salaries and commissions earned by our sales force for the sale of our cloud and software offerings and marketing program costs.

Our cloud and 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 software business’ revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term. 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

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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 and 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 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 other trade 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.

Hardware Business

Our hardware business, which represented 5% ~~and 6%~~ of our total revenues in each of fiscal ~~2025~~2026 and ~~2024~~2025, ~~respectively,~~ 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. Each hardware product and its related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product and its related software are delivered to the customer and ownership is transferred to the customer. We expect to continue to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers. Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software products. Our hardware support offerings can also include product repairs, maintenance services and technical support services. 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 ~~terms~~term, which is generally one year. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers, and we also market and sell our hardware products through our direct sales force. We expect to continue to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services.

WeCosts ~~generally~~associated ~~expect~~with our hardware business toinclude ~~have~~the ~~lower~~cost ~~operating~~of ~~margins~~hardware asproducts, awhich ~~percentage~~consists of ~~revenues~~expenses ~~than~~for materials and labor used to produce these products by our ~~cloud~~internal manufacturing operations or by third-party manufacturers, warranty and ~~license~~related ~~business~~expenses ~~due~~and tothe impact of periodic changes in inventory valuation, including the ~~incremental~~impact ~~costs~~of weinventory ~~incur~~determined to ~~produce~~be excess and ~~distribute~~obsolete; ~~these~~the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, ~~including~~which ~~direct~~are ~~materials~~largely personnel-related and ~~labor~~include ~~costs.~~variable compensation earned by our sales force for the sales of our hardware offerings.

Our quarterly hardware revenues are difficult to predict. Our hardware revenues, cost of hardware and hardware operating margins that we report are affected by many factors, including our manufacturing partners’ abilities to timely and cost-effectively manufacture or deliver a few large hardware transactions; our strategy for and the pricing and position of our hardware products relative to competitor offerings; customer demand for competing offerings, including cloud infrastructure offerings; 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; whether customers decide to purchase hardware support contracts at or in close proximity to the time of hardware product sale; the percentage of our hardware support contract customer base that renews its support contracts; the effect of tariffs and other trade barriers on our costs, and our ability to pass such costs on to customers; the geographic locations of our customers; the close association between hardware products, which have a finite life, and customer demand for related hardware support as hardware products age; customer decisions to either maintain or upgrade their existing hardware infrastructure to newly developed technologies that are available; and foreign currency rate fluctuations.

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Services Business

Our services business, which represented 98% and 109% of our total revenues in fiscal ~~2025~~2026 and ~~2024~~2025, respectively, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience, broad sets of intellectual property and best practices. Our services offerings include consulting services and customer success services (formerly referred to as advanced customer services). Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel-related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses. Our services business has lower margins than our cloud and ~~license~~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 ~~license~~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.

Acquisitions

Our selective ~~and active~~ acquisition program is another ~~important~~ element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. As compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets, among others, before deciding to move forward with an acquisition.

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technologies. As compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy.

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. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets, among others, before deciding to move forward with an acquisition.

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.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires us to make certain estimates, judgments and assumptions that can affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. We have critical accounting estimates in the ~~areas~~area of income taxes ~~and non-marketable investments~~. Refer to Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for more discussion of our significant accounting policies.

Income Taxes

Judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax treatment and the segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made.

40We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to

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~~We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In order for us to~~ realize our deferred tax assets, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to our provision for income taxes at such time.

We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the global tax implications are known, which can materially impact our effective tax rate.

The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue may require certain judgments.

We account for uncertain tax issues pursuant to the Financial Accounting Standards Board'’s Accounting Standards Codification (ASC) 740, Income Taxes, which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings and refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties.

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.

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Results of Operations

Presentation of Operating Segment Results and Other Financial Information

In our results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis. We also present a GAAP-based discussion below for substantially all of the other expense items as presented in our consolidated statements of operations that are not directly attributable to our three businesses.

In addition, we discuss below the results of each of our three businesses—cloud and ~~license~~software, hardware and services—which are our operating segments as defined pursuant to ASC 280, Segment Reporting. The financial reporting for our three businesses that is presented below is presented in a manner that is consistent with that used by our CODMs. Our operating segment presentation below reflects revenues, direct costs and sales and marketing expenses that correspond to and are directly attributable to each of our three businesses. We also utilize these inputs to calculate and present a segment margin for each of our three businesses in the discussion below.

Consistent with our internal management reporting processes, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, ~~acquisition~~restructuring ~~related~~ and other expenses, ~~restructuring expenses,~~ interest expense, non-operating income ~~(expenses)~~, net and provision for income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is impracticable to do so. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of certain of these items and Note 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for more information about our operating segments and a reconciliation of the summations of total segment margin as presented in the discussion below to total income before income taxes as presented per our consolidated statements of operations for fiscal ~~2025~~2026 and ~~2024~~2025.

~~Constant Currency Presentation~~43

Our international operations have provided, and are expected to continue to provide, a significant portion of each of our businesses’ revenues and expenses. As a result, each of our businesses’ revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Annual Report using constant currency. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2024, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, 2025 and 2024, our financial statements would reflect reported revenues of $1.13 million in fiscal 2025 (using 1.13 as the applicable average exchange rate for the period) and $1.09 million in fiscal 2024 (using 1.09 as the applicable average exchange rate for the period). The constant currency presentation, however, would translate the fiscal 2025 results using the fiscal 2024 exchange rate and indicate, in this example, no change in revenues between the periods compared. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency.

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Constant Currency Presentation

Our international operations have provided, and are expected to continue to provide, a significant portion of each of our businesses’ revenues and expenses. As a result, each of our businesses’ revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Annual Report using constant currency. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2025, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, 2026 and 2025, our financial statements would reflect reported revenues of $1.16 million in fiscal 2026 (using 1.16 as the applicable average exchange rate for the period) and $1.13 million in fiscal 2025 (using 1.13 as the applicable average exchange rate for the period). The constant currency presentation, however, would translate the fiscal 2026 results using the fiscal 2025 exchange rate and indicate, in this example, no change in revenues between the periods compared. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency.

Total Revenues and Operating Expenses

	Year Ended May 31,
			Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025
Total Revenues by Geography:
Americas	$	3644,~~339~~478	1022%	1122%	$	3336,~~122~~339
EMEA(1)		1415,~~025~~297	89%	73%		1314,~~030~~025
Asia Pacific		7,~~035~~582	38%	58%		67,~~809~~035
Total revenues		5767,~~399~~357	817%	916%		5257,~~961~~399
Total Operating Expenses		3946,~~721~~751	618%	617%		3739,~~608~~721
Total Operating Margin	$	1720,~~678~~606	1517%	1613%	$	1517,~~353~~678
Total Operating Margin %	31%				2931%
% Revenues by Geography:
Americas	6366%				6263%
EMEA	2523%				25%
Asia Pacific	1211%				1312%
Total Revenues by Business:
Cloud and license	$	49,230	11%	11%	$	44,464
Cloud and software	$	58,530	19%	17%	$	49,230
Hardware		23,~~936~~084	-45%	-43%		32,~~066~~936
Services		5,~~233~~743	-410%	-38%		5,~~431~~233
Total revenues	$	5767,~~399~~357	817%	916%	$	5257,~~961~~399
% Revenues by Business:
Cloud and license	86%				84%
Cloud and software	87%				86%
Hardware	5%				65%
Services	98%				109%

(1)

~~Comprised~~Comprises of Europe, the Middle East and Africa

Total revenues increased by $410.40 billion in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 due to a $49.83 billion increase in cloud and ~~license~~software revenues, ~~partially offset by~~ a $~~198~~510 million ~~decrease~~increase in services revenues and a $~~130~~148 million ~~decrease~~increase in hardware revenues, in each case during fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. ~~Excluding~~The ~~the unfavorable effects of foreign currency rate fluctuations of 1% in fiscal 2025 on total revenues, the constant currency~~ increase in our cloud and ~~license~~software business revenues was primarily due to growth in our cloud ~~services~~ revenues as customers purchased our applications and infrastructure technologies and also renewed their related cloud contracts. In constant currency, ~~applications~~ cloud ~~services~~applications and ~~license~~cloud ~~support and~~ infrastructure ~~cloud services and license support~~ contributed 2616% and 7484%, respectively, ofto the growth in cloud ~~services and license support~~ revenues in fiscal ~~2025~~2026. In our hardware business, the ~~constant~~increase ~~currency decrease~~ in revenues ~~in fiscal 2025~~ was primarily due to the ~~emphasis~~growth wein ~~placed~~revenues onfrom ~~the~~our ~~marketing~~Oracle Exadata and ~~sale~~certain ofother ~~our~~strategic ~~growing~~hardware ~~cloud-based~~product ~~infrastructure technologies~~offerings. In our services business, the ~~constant~~increase ~~currency decrease~~ in revenues in fiscal 2025 was attributable to a decrease in revenues from each of our primary services offerings. The Americas, the EMEA and the Asia Pacific regions contributed 74%, 19% and 7%, respectively, to the constant currency total revenue growth during fiscal 2025.

Total GAAP operating expenses increased by $2.1 billion in reported currency in fiscal 2025 relative to fiscal 2024. 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. These increases in GAAP operating expenses in reported currency during fiscal 2025 relative to fiscal 2024 were partially offset by a $703 million decrease in expenses for the amortization of intangible assets as certain of our assets were fully amortized; a $249 million decrease in services expenses primarily due to decreases in external contractor and employee-related expenses; a $239 million decrease in acquisition related and other expenses due to lower asset impairment and litigation-related charges; a $109 million decrease in hardware expenses due to lower hardware product and support costs; and a $105 million decrease in restructuring expenses.44

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Inrevenues ~~constant~~was ~~currency,~~attributable to an increase in our ~~total~~consulting ~~operating~~services ~~margin~~revenues. ~~and~~The ~~total~~Americas, ~~operating~~the ~~margin~~EMEA asand athe ~~percentage~~Asia ofPacific ~~revenues~~regions ~~increased~~contributed in88%, ~~fiscal~~5% ~~2025~~and ~~relative~~7%, respectively, to ~~fiscal~~the ~~2024~~constant ~~due~~currency tototal ~~higher~~revenue ~~revenues~~growth during fiscal 2026.

Total GAAP operating expenses increased by $7.0 billion in reported currency in fiscal 2026 relative to fiscal 2025. 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. These increases in GAAP operating expenses in reported currency were partially offset by a $636 million decrease in expenses for the amortization of intangible assets as certain of our assets were fully amortized; a $320 million decrease in sales and marketing expenses primarily due to lower employee related expenses; and a $20 million decrease in services expenses.

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.

Supplemental Disclosure Related to Certain Charges

To supplement our consolidated financial information, we believe that the following information is helpful to an overall understanding of our past financial performance and prospects for the future.

Our operating results reported pursuant to GAAP included the following ~~business~~items ~~combination accounting adjustments and expenses related to acquisitions and certain other expenses, including stock-based compensation,~~ that affected our GAAP net income:

	Year Ended May 31,
(in millions)	~~2025~~2026			~~2024~~2025
Amortization of intangible assets(1)	$	21,~~307~~671		$	32,~~010~~307
Acquisition related and other(2)		75			314
Restructuring and other(2)		1,838			374
Restructuring(3)		299			404
Stock-based compensation, operating segments(3)		1,618			1,597
Stock-based compensation, operating segments(4)		1,597			1,382
Stock-based compensation, R&D and G&A(3)		3,193			3,077
Stock-based compensation, R&D and G&A(4)		3,077			2,592
Income tax effects(4)		(3,070	)		(2,514	)
Income tax effects(5)		(2,514	)		(2,459	)
	$	5,250		$	4,841
	$	4,841		$	5,243

(1)

Represents the amortization of intangible assets, all of which were acquired in connection with our acquisitions. As of May 31, ~~2025~~2026, estimated future amortization related to intangible assets was as follows (in millions):

Fiscal 2026	$	1,639
Fiscal 2027	$	731
Fiscal 2027		672
Fiscal 2028		694
Fiscal 2028		635
Fiscal 2029		620
Fiscal 2029		561
Fiscal 2030		582
Fiscal 2030		522
Fiscal 2031		377
Thereafter		~~558~~225
Total intangible assets, net	$	43,~~587~~229

(2)

~~Acquisition~~Restructuring ~~related~~ and other expenses in fiscal 2026 consist of ~~personnel-related~~employee severance costs ~~for~~in ~~transitional~~connection with the Fiscal 2026 Oracle Restructuring Plan (2026 Restructuring Plan) and certain other ~~employees~~operating expenses, ~~certain~~net. ~~business~~Restructuring ~~combination~~and ~~adjustments~~other ~~including~~expenses ~~certain~~in ~~adjustments~~fiscal ~~after~~2025 consist of employee severance in connection with the ~~measurement~~Fiscal ~~period~~2024 ~~has~~Oracle ~~ended~~Restructuring Plan (2024 Restructuring Plan) and certain other operating ~~items~~expenses, net. Additional information regarding certain of our restructuring plans is provided in management’s discussion below under “Restructuring and Other Expenses,” and in Note 7 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Restructuring expenses in fiscal 2025 and 2024 primarily related to employee severance in connection with the Fiscal 2024 Oracle Restructuring Plan (2024 Restructuring Plan). Additional information regarding certain of our restructuring plans is provided in management’s discussion below under “Restructuring Expenses,” and in Note 7 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Stock-based compensation was included in the following operating expense line items of our consolidated statements of operations (in millions):

	Year Ended May 31,
	2025		2024
Cloud services and license support	$	609	$	525
Hardware		29		23
Services		202		167
Sales and marketing		757		667
Stock-based compensation, operating segments		1,597		1,382
Research and development		2,638		2,225
General and administrative		439		367
Total stock-based compensation	$	4,674	$	3,974

For fiscal 2025 and 2024, the applicable jurisdictional tax rates applied to our income before income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring and certain acquisition related and other items, and after excluding the net deferred tax effects associated with a previously recorded income tax benefit that resulted from a partial realignment of our legal entity structure. These adjustments resulted in an effective tax rate of 19.7%, instead of 12.1%, for fiscal 2025 and 19.2%, instead of 10.9%, for fiscal 2024, which in each case represented our effective tax rates as derived per our consolidated statements of operations.

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Cloud and License Business

Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle Cloud Services offerings; Oracle cloud license and on-premise license offerings; and Oracle license support offerings. Our cloud services deliver applications and infrastructure technologies on a subscription basis via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, deploy, host, manage and support. Revenues for our cloud services are generally recognized ratably over the contractual term, which is generally one to four years, or in the case of usage model contracts, as the cloud services are consumed. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments and are generally recognized up front at the point in time when the software is made available to the customer to download and use. License support revenues are typically generated through the sale of applications and infrastructure software license support contracts related to cloud licenses and on-premise licenses; are purchased by our customers at their option; and are generally recognized as revenues ratably over the contractual term, which is generally one year. We continue to place significant emphasis, both domestically and internationally, on direct sales through our own sales force. We also continue to market certain of our offerings through indirect channels. Costs associated with our cloud and license business are included in cloud services and license support expenses and sales and marketing expenses. These costs are largely personnel- and infrastructure-related and include the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings and marketing program costs.

	Year Ended May 31,
			Percent Change
(Dollars in millions)	2025		Actual	Constant	2024
Cloud and License Revenues:
Americas	$	31,714	12%	13%	$	28,196
EMEA		11,773	9%	9%		10,771
Asia Pacific		5,743	4%	6%		5,497
Total revenues		49,230	11%	11%		44,464
Expenses:
Cloud services and license support(1)		10,827	23%	24%		8,783
Sales and marketing(1)		7,473	4%	5%		7,167
Total expenses(1)		18,300	15%	15%		15,950
Total Margin	$	30,930	8%	9%	$	28,514
Total Margin %	63%				64%
% Revenues by Geography:
Americas	64%				64%
EMEA	24%				24%
Asia Pacific	12%				12%
Revenues by Offerings:
Cloud services	$	24,506	24%	24%	$	19,774
License support		19,523	0%	0%		19,609
Cloud license and on-premise license		5,201	2%	3%		5,081
Total revenues	$	49,230	11%	11%	$	44,464
Cloud Services and License Support Revenues by Ecosystem:
Applications cloud services and license support	$	19,383	7%	7%	$	18,172
Infrastructure cloud services and license support		24,646	16%	17%		21,211
Total cloud services and license support revenues	$	44,029	12%	12%	$	39,383

Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above.

Table of Contents

(3)

~~Our~~Stock-based ~~cloud~~compensation ~~and~~was ~~license~~included ~~business’ total revenues increased by $4.8 billion~~ in ~~reported~~the ~~currency~~following inoperating ~~fiscal~~expense ~~2025~~line ~~relative~~items toof ~~fiscal 2024 primarily due to a $4.7 billion increase in cloud services revenues as customers purchased~~ our ~~applications~~consolidated ~~and~~statements infrastructure technologies and renewed their related cloud contracts and a $120 million increase in cloud license and on-premise license revenues. These increases were partially offset by an $86 million decrease in license support revenues in fiscal 2025 relative to fiscal 2024. In constant currency, applications cloud services and license support and infrastructure cloud services and license support contributed 26% and 74%, respectively, of ~~the~~operations ~~growth~~ (in ~~cloud~~millions): services and license support revenues in fiscal 2025. The Americas, the EMEA and the Asia Pacific regions contributed 75%, 19% and 6%, respectively, to the constant currency revenue growth for this business during fiscal 2025.

Total cloud and license business’ expenses increased by $2.4 billion in reported currency in fiscal 2025 relative to fiscal 2024. Excluding the favorable effects of currency rate fluctuations of less than 1% in fiscal 2025, the constant currency increase in expenses in fiscal 2025 relative to fiscal 2024 was primarily due to a $1.6 billion increase in infrastructure expenses; a $359 million increase in employee-related expenses for employees engaged in cloud services delivery; and a $350 million increase in sales and marketing expenses to support the increase in our cloud services revenues. Our cloud services and license support expenses have grown in recent periods, and we expect this trend to continue during fiscal 2026 as we increase our existing data center capacity and establish data centers in new geographic locations in order to meet current and expected customer demand.


	Year Ended May 31,
	2026		2025
Cloud and software	$	622	$	609
Hardware		27		29
Services		210		202
Sales and marketing		759		757
Stock-based compensation, operating segments		1,618		1,597
Research and development		2,805		2,638
General and administrative		388		439
Total stock-based compensation	$	4,811	$	4,674

(4)

~~Excluding~~For fiscal 2026 and 2025, the applicable jurisdictional tax rates were applied to our income before income taxes after excluding the tax effects of ~~currency~~items ~~rate~~within ~~fluctuations~~the table above such as for stock-based compensation, ~~our~~amortization ~~cloud~~of intangible assets, restructuring and ~~license~~other ~~business’~~expenses, ~~total~~and ~~margin~~after ~~increased~~excluding inthe ~~fiscal~~net ~~2025~~deferred ~~relative~~tax toeffects ~~fiscal~~associated ~~2024~~with ~~due~~a topreviously ~~increases~~recorded inincome ~~total~~tax ~~revenues~~benefit that resulted from a partial realignment of our legal entity structure; and for ~~this~~fiscal ~~business~~2026, after excluding the impact of the U.S. ~~Total~~One, ~~margin~~Big, asBeautiful aBill ~~percentage~~Act related to the remeasurement of ~~revenues~~a indeferred ~~constant~~tax ~~currency~~liability. ~~decreased~~These adjustments resulted in ~~fiscal~~an ~~2025~~effective ~~relative~~tax torate of 19.9%, instead of 12.6%, for fiscal ~~2024~~2026 ~~due~~and to19.7%, aninstead ~~increase~~of 12.1%, for fiscal 2025, which in ~~total~~each ~~expenses~~case ~~for~~represented ~~this~~our ~~business~~effective tax rates as derived per our consolidated statements of operations.

~~Hardware~~Cloud and Software Business

Our hardware business’ revenues are generated from the sales of our Oracle Engineered Systems, server, storage and industry-specific hardware offerings. The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered to the customer and ownership is transferred to the customer. Our hardware business also earns revenues from the sale of hardware support contracts purchased by our customers at their option and that are generally recognized as revenues ratably as the hardware support services are delivered over the contractual term, which is generally one year. The majority of our hardware products are sold through indirect channels such as independent distributors and value-added resellers and we also market and sell our hardware products through our direct sales force. Operating expenses associated with our hardware business include the cost of hardware products, which consists of expenses for materials and labor used to produce these products by our internal manufacturing operations or by third-party manufacturers, warranty and related expenses and the impact of periodic changes in inventory valuation, including the impact of inventory determined to be excess and obsolete; the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, which are largely personnel-related and include variable compensation earned by our sales force for the sales of our hardware offerings.


	Year Ended May 31,
			Percent Change
(Dollars in millions)	2026		Actual	Constant	2025
Cloud and Software Revenues:
Americas	$	39,304	24%	23%	$	31,714
EMEA		12,951	10%	4%		11,773
Asia Pacific		6,275	9%	10%		5,743
Total revenues		58,530	19%	17%		49,230
Expenses:
Cloud and software(1)		16,850	56%	54%		10,827
Sales and marketing(1)		7,212	-3%	-5%		7,473
Total expenses(1)		24,062	31%	30%		18,300
Total Margin	$	34,468	11%	10%	$	30,930
Total Margin %	59%				63%
% Revenues by Geography:
Americas	67%				64%
EMEA	22%				24%
Asia Pacific	11%				12%
Revenues by Offerings:
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

(1)

Our cloud and software business’ total revenues increased by $9.3 billion in reported currency in fiscal 2026 relative to fiscal 2025 primarily due to an increase in cloud revenues as customers purchased our applications and infrastructure technologies and renewed their related cloud contracts. 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. The Americas, the EMEA and the Asia Pacific regions contributed 87%, 6% and 7%, respectively, to the constant currency revenue growth for this business during fiscal 2026.

Our cloud and software business’ total expenses increased by $5.8 billion in reported currency in fiscal 2026 relative to fiscal 2025. Excluding the unfavorable effects of currency rate fluctuations of 1% in fiscal 2026, the constant currency increase in expenses was primarily due to a $5.7 billion increase in infrastructure expenses in fiscal 2026

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	Year Ended May 31,
			Percent Change
(Dollars in millions)	2025		Actual	Constant	2024
Hardware Revenues:
Americas	$	1,441	-4%	-3%	$	1,494
EMEA		893	-3%	-3%		921
Asia Pacific		602	-8%	-7%		651
Total revenues		2,936	-4%	-4%		3,066
Expenses:
Hardware products and support(1)		742	-13%	-12%		855
Sales and marketing(1)		276	-7%	-6%		296
Total expenses(1)		1,018	-12%	-11%		1,151
Total Margin	$	1,918	0%	1%	$	1,915
Total Margin %	65%				62%
% Revenues by Geography:
Americas	49%				49%
EMEA	30%				30%
Asia Pacific	21%				21%

relative to fiscal 2025. Our cloud and software expenses have grown in recent periods, and we expect this trend to continue during fiscal 2027 and in the next few fiscal years as we increase our existing data center capacity and establish data centers in new geographic locations in order to meet current and expected customer demand.

Excluding the effects of currency rate fluctuations, our cloud and software business’ total margin increased in fiscal 2026 relative to fiscal 2025 due to increases in total revenues for this business as discussed above. Total margin as a percentage of revenues in constant currency decreased in fiscal 2026 relative to fiscal 2025 due to an increase in total expenses driven by higher infrastructure expenses to support growth in our cloud infrastructure offering.

Hardware Business


	Year Ended May 31,
			Percent Change
(Dollars in millions)	2026		Actual	Constant	2025
Hardware Revenues:
Americas	$	1,518	5%	5%	$	1,441
EMEA		923	3%	-2%		893
Asia Pacific		643	7%	7%		602
Total revenues		3,084	5%	3%		2,936
Expenses:
Hardware(1)		832	12%	9%		742
Sales and marketing(1)		235	-15%	-17%		276
Total expenses(1)		1,067	5%	2%		1,018
Total Margin	$	2,017	5%	3%	$	1,918
Total Margin %	65%				65%
% Revenues by Geography:
Americas	49%				49%
EMEA	30%				30%
Asia Pacific	21%				21%

(1)

Total hardware revenues ~~decreased~~increased by $~~130~~148 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. Excluding the ~~unfavorable~~favorable impact of currency rate fluctuations of ~~less than 1~~2% in fiscal ~~2025~~2026, the ~~decrease~~increase in hardware revenues was primarily due to ~~our~~the ~~continued~~growth ~~emphasis~~in onrevenues ~~the~~from ~~marketing~~our ~~and~~Oracle ~~sale~~Exadata ofand ~~our~~certain ~~cloud-based~~other ~~infrastructure~~strategic ~~technologies,~~hardware ~~which~~product ~~resulted~~offerings. inGeographically, ~~reduced~~we ~~sales~~experienced ~~volumes~~a ofconstant ~~certain~~currency ofincrease ~~our~~in hardware ~~product~~revenues ~~lines~~in ~~and~~the ~~also~~Americas ~~impacted~~and the ~~volume~~Asia ofPacific ~~hardware~~regions, ~~support~~partially ~~contracts~~offset ~~sold~~by ina ~~recent periods. Geographically, we experienced~~ constant currency ~~hardware~~decrease ~~revenue~~in ~~declines~~hardware revenues in ~~all~~the ~~regions~~EMEA region in fiscal ~~2025~~2026.

Total hardware expenses ~~decreased~~increased by $~~133~~49 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. ~~The decrease in hardware expenses aligned with lower hardware revenues.~~ Excluding the ~~favorable~~unfavorable currency rate fluctuations effect of 13% in fiscal ~~2025~~2026, the constant currency ~~decrease~~increase in hardware expenses during fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 was due to a $~~106~~69 million ~~decrease~~increase in hardware product and support costs, ~~and~~partially anoffset by a $1847 million decrease in sales and marketing expenses.

In constant currency, our hardware business’ total margin and total margin as a percentage of revenues increased in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 due to ~~lower~~higher total ~~expenses~~revenues for this business as described above.

Services Business

Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and include our consulting services and advanced customer services offerings. Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel-related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.

Table of Contents

	Year Ended May 31,
			Percent Change
(Dollars in millions)	2025		Actual	Constant	2024
Services Revenues:
Americas	$	3,184	-7%	-6%	$	3,432
EMEA		1,359	2%	1%		1,338
Asia Pacific		690	4%	6%		661
Total revenues		5,233	-4%	-3%		5,431
Total Expenses(1)		4,240	-6%	-6%		4,515
Total Margin	$	993	8%	9%	$	916
Total Margin %	19%				17%
% Revenues by Geography:
Americas	61%				63%
EMEA	26%				25%
Asia Pacific	13%				12%

Services Business

Excludes stock-based compensation and certain allocations. Also excludes certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above.


	Year Ended May 31,
			Percent Change
(Dollars in millions)	2026		Actual	Constant	2025
Services Revenues:
Americas	$	3,656	15%	14%	$	3,184
EMEA		1,423	5%	-1%		1,359
Asia Pacific		664	-4%	-3%		690
Total revenues		5,743	10%	8%		5,233
Total Expenses(1)		4,210	-1%	-2%		4,240
Total Margin	$	1,533	54%	51%	$	993
Total Margin %	27%				19%
% Revenues by Geography:
Americas	64%				61%
EMEA	25%				26%
Asia Pacific	11%				13%

(1)

~~Total~~Excludes ~~services~~stock-based ~~revenues~~compensation ~~decreased~~and bycertain ~~$198 million in reported currency in fiscal 2025 relative to fiscal 2024~~allocations. ~~Excluding~~Also ~~the~~excludes ~~effects~~amortization of ~~unfavorable~~intangible ~~currency~~assets ~~rate~~and ~~fluctuations~~certain ofother 1%GAAP-based ~~in fiscal 2025~~expenses, ~~the~~which ~~decrease~~were innot ~~total~~allocated ~~services revenues in fiscal 2025 relative~~ to ~~fiscal~~our ~~2024~~operating ~~was~~segment ~~due~~results tofor apurposes ~~decrease in revenues in each~~ of ~~our~~reporting ~~primary~~to ~~services~~and ~~offerings.~~review ~~The constant currency decrease in services revenues in the Americas region was partially offset~~ by aour ~~constant~~CODMs, ~~currency~~as ~~increase~~further indescribed ~~services~~under ~~revenues~~“Presentation inof ~~the~~Operating ~~EMEA~~Segment Results and ~~the~~Other ~~Asia~~Financial ~~Pacific~~Information” ~~regions in fiscal 2025~~above.

Total services ~~expenses~~revenues ~~decreased~~increased by $~~275~~510 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. Excluding the favorable ~~effects~~impact of currency rate fluctuations of ~~less than 1~~2% in fiscal ~~2025~~2026, the ~~constant~~increase ~~currency~~in ~~decrease~~services revenues was primarily due to increases in our consulting services ~~expenses~~revenues in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. The constant currency increase in services revenues in the Americas region was ~~primarily~~partially ~~due~~offset toby a ~~$158~~constant ~~million~~currency decrease in ~~external~~services ~~contractor~~revenues ~~expenses~~in the EMEA and anthe ~~$81~~Asia ~~million~~Pacific ~~decrease~~regions in ~~employee-related~~fiscal ~~expenses~~2026.

InTotal ~~constant~~services expenses decreased by $30 million in reported currency, ~~our~~in ~~services~~fiscal ~~business’~~2026 ~~total~~relative ~~margin~~to ~~and~~fiscal ~~total~~2025. ~~margin~~Excluding asthe aunfavorable ~~percentage~~effects of ~~revenues~~currency ~~increased~~rate fluctuations of 1% in fiscal ~~2025~~2026, ~~relative~~the toconstant ~~fiscal~~currency ~~2024~~decrease in services expenses was primarily due to ~~lower~~a ~~total~~$54 million decrease in employee-related expenses ~~for~~and ~~this~~a ~~business~~$53 million decrease in bad debt expenses, partially offset by a $37 million increase in external contractor expenses, in each case during fiscal 2026 relative to fiscal 2025.

In constant currency, our services business’ total margin and total margin as a percentage of revenues increased in fiscal 2026 relative to fiscal 2025 due to higher total revenues and lower total expenses for this business as described above.

Research and Development Expenses: Research and development expenses consist primarily of personnel-related expenditures. We intend to continue to invest significantly in our research and development efforts because, in our judgment, they are essential to maintaining our competitive position.

	Year Ended May 31,
			Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025
Research and development(1)	$	7,~~222~~467	83%	93%	$	67,~~690~~222
Stock-based compensation		2,~~638~~805	196%	196%		2,~~225~~638
Total expenses	$	910,~~860~~272	114%	114%	$	89,~~915~~860
% of Total Revenues	1715%				17%

(1)

Excluding stock-based compensation

Total research and development expenses increased by $~~945~~412 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. Excluding the favorable effects of currency rate fluctuations of less than 1% in fiscal ~~2025~~2026, the constant currency increase in research and development expenses was primarily due to ana $234 million increase in employee-related expenses, including ~~higher~~ stock-based compensation, and a $132 million increase in computer equipment expenses in fiscal 2026 relative to fiscal 2025.

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General and Administrative Expenses: General and administrative expenses primarily consist of personnel-related expenditures for IT, finance, legal and human resources support functions.

	Year Ended May 31,
			Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025
General and administrative(1)	$	1,~~163~~230	-26%	-14%	$	1,~~181~~163
Stock-based compensation		~~439~~388	20-12%	20-12%		~~367~~439
Total expenses	$	1,~~602~~618	31%	40%	$	1,~~548~~602
% of Total Revenues	32%				3%

(1)

Excluding stock-based compensation

Total general and administrative expenses increased by $5416 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025. Excluding the ~~favorable~~unfavorable effects of currency rate fluctuations of 1% in fiscal ~~2025~~2026, ~~the increase in~~ general and administrative expenses ~~was~~in ~~primarily~~constant ~~due~~currency toremained ~~higher~~flat ~~stock-based~~in ~~compensation~~fiscal ~~expenses~~2026 relative to fiscal 2025.

Amortization of Intangible Assets: Substantially all our intangible assets were acquired through our business combinations. We amortize our intangible assets over, and monitor the appropriateness of, the estimated useful lives of these assets. We also periodically review these intangible assets for potential impairment based upon relevant facts and circumstances. Refer to Note 5 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information regarding our intangible assets and related amortization.

	Year Ended May 31,
			Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025
Developed technology	$	642	-5%	-5%	$	676
Cloud and software agreements and related relationships	$	558	-53%	-53%	$	1,176
Cloud services and license support agreements and related relationships		714	-30%	-30%		1,026
Developed technology		627	-2%	-2%		642
Cloud license and on-premise license agreements and related relationships		462	-1%	-1%		467
Other		486	-1%	-1%		489
Other		489	-42%	-42%		841
Total amortization of intangible assets	$	1,671	-28%	-28%	$	2,307
Total amortization of intangible assets	$	2,307	-23%	-23%	$	3,010

Amortization of intangible assets decreased by $~~703~~636 million in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 due to a reduction in expenses associated with certain of our intangible assets that became fully amortized.

~~Acquisition~~Restructuring ~~Related~~ and Other Expenses: ~~Acquisition~~Restructuring ~~related~~ and other expenses consist of ~~personnel-related~~restructuring ~~costs~~expenses for ~~transitional~~employee severance costs, contract termination costs and certain other ~~employees,~~exit ~~certain~~costs ~~business~~to ~~combination~~improve ~~adjustments,~~our ~~including~~cost ~~adjustments~~structure ~~after~~prospectively resulted from the ~~measurement~~execution ~~period~~of ~~has~~management-approved ~~ended,~~restructuring ~~and~~plans that were developed for certain strategic initiatives and/or to improve operational efficiencies; and other operating ~~items~~expenses, net. For additional information regarding our restructuring plans, see Note 7 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

	Year Ended May 31,
				Percent Change
(Dollars in millions)	~~2025~~2026			Actual	Constant	~~2024~~2025
Transitional and other employee-related costs	$	3		-81%	-81%	$	19
Restructuring	$	1,779		496%	486%	$	299
Business combination adjustments, net		(26	)	125%	125%		(12	)
Other, net		59		-22%	-22%		75
Other, net		98		-68%	-68%		307
Total restructuring and other expenses	$	1,838		391%	384%	$	374
Total acquisition related and other expenses	$	75		-76%	-76%	$	314

~~Acquisition~~Restructuring ~~related~~ and other expenses ~~decreased~~increased by $~~239~~1.5 ~~million~~billion in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily due to ahigher ~~$209~~restructuring ~~million~~expenses ~~decrease~~from actions we took in ~~other~~fiscal ~~expenses~~2026 ~~related~~relative to ~~certain~~fiscal ~~asset~~2025. ~~impairment~~Restructuring ~~and~~activities ~~litigation-~~in fiscal 2026 primarily related ~~charges~~to ~~and~~the a2026 ~~$30~~Restructuring ~~million~~Plan, ~~total~~while ~~decrease~~restructuring activities in ~~transitional~~fiscal ~~and~~2025 ~~other~~primarily ~~employee-~~related ~~costs~~to ~~and~~the ~~business~~2024 ~~combination~~Restructuring ~~adjustments~~Plan, ~~net~~which is substantially complete.

Our management approved, committed to and initiated the 2026 Restructuring Plan and the 2024 Restructuring Plan in order to restructure and further improve efficiencies in our operations.

The majority of the initiatives undertaken by the 2026 Restructuring Plan were effected to implement our continued emphasis in developing, marketing, selling and delivering our cloud-based offerings. Certain of the cost savings

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~~Restructuring~~realized ~~Expenses: Restructuring~~pursuant ~~expenses~~to ~~resulted from~~ the ~~execution~~2026 ofRestructuring ~~management-approved~~Plan ~~restructuring~~initiatives ~~plans that~~ were ~~generally~~offset ~~developed~~by toinvestments ~~improve~~in ~~our~~resources ~~cost structure~~ and~~/or~~ ~~operations,~~geographies ~~often~~that inwe ~~conjunction~~believe ~~with~~better ~~our~~address ~~acquisition~~the ~~integration~~development, ~~strategies~~marketing, sale and~~/or~~ ~~other~~delivery ~~strategic initiatives. Restructuring expenses consist~~ of ~~employee~~our ~~severance~~cloud-based ~~costs~~offerings, ~~contract~~including ~~termination~~investments ~~costs~~in ~~and~~the ~~certain~~development ~~other~~and ~~exit~~delivery ~~costs~~of ~~to improve~~ our ~~cost~~second-generation ~~structure~~cloud ~~prospectively~~infrastructure. ~~For~~We may incur additional ~~information~~restructuring ~~regarding~~expenses ~~our~~in ~~restructuring~~future ~~plans,~~periods ~~see~~due ~~Note~~to 7the initiation of ~~Notes~~new torestructuring ~~Consolidated~~plans ~~Financial~~or ~~Statements~~from ~~included~~changes ~~elsewhere~~ in ~~this~~estimated ~~Annual~~costs ~~Report~~associated with existing restructuring plans.

	Year Ended May 31,
			Percent Change
(Dollars in millions)	2025		Actual	Constant	2024
Restructuring expenses	$	299	-26%	-26%	$	404

Restructuring expenses in fiscal 2025 and 2024 primarily related to the 2024 Restructuring Plan, which is substantially complete. Our management approved, committed to and initiated the 2024 Restructuring Plan in order to restructure and further improve efficiencies in our operations. We may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans or from changes in estimated costs associated with existing restructuring plans.

The majority of the initiatives undertaken by the 2024 Restructuring Plan were effected to implement our continued emphasis in developing, marketing, selling and delivering our cloud-based offerings. Certain of the cost savings realized pursuant to the 2024 Restructuring Plan initiatives were offset by investments in resources and geographies that we believe better address the development, marketing, sale and delivery of our cloud-based offerings, including investments in the development and delivery of our second-generation cloud infrastructure.

Interest Expense:

Year Ended May 31,

Percent Change

(Dollars in millions)

~~2025~~2026

Actual

Constant

~~2024~~2025

Interest expense

34,~~578~~599

229%

3,~~514~~578

Interest expense increased in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily due to higher average borrowings from the ~~issuance~~issuances of $43.0 billion of senior notes in fiscal 2026 and an aggregate of $14.0 billion of senior notes in fiscal 2025, partially offset by lower interest expense due to scheduled repayments of ~~borrowings~~debt made during fiscal ~~2025~~2026 and ~~2024~~2025.

Non-Operating Income ~~(Expenses)~~, net: Non-operating income ~~(expenses)~~, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to marketable and non-marketable investments, including net gains and losses attributable to equity method investments ~~(primarily Ampere)~~ and net other income and expenses, including net ~~unrealized~~ gains and losses from our investment portfolio related to our deferred compensation plan, for which an equal and offsetting amount was recorded to our operating expenses during the same period, and non-service net periodic pension income and losses.

	Year Ended May 31,
				Percent Change
(Dollars in millions)	~~2025~~2026			Actual	Constant	~~2024~~2025
Interest income	$	~~578~~780		2835%	2835%	$	~~451~~578
Foreign currency losses, net		(~~147~~131	)	-3511%	-3717%		(~~228~~147	)
Noncontrolling interests in income		(~~184~~222	)	-121%	-121%		(~~186~~184	)
Losses from marketable and non-marketable investments, net		(278	)	-8%	-8%		(303	)
Gains (losses) from marketable and non-marketable investments, net		2,811		*	*		(278	)
Other income, net		91309		~~-46~~241%	~~-46~~242%		~~168~~91
Total non-operating income (expenses), net	$	60		*	*	$	(98	)
Total non-operating income, net	$	3,547		*	*	$	60


*	Not meaningful

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Our non-operating income ~~(expenses)~~, net increased by $~~158~~3.5 ~~million~~billion in reported currency in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily due to a $~~127~~2.7 ~~million~~billion ~~increase~~gain infrom ~~interest~~the ~~income,~~sale anof ~~$81~~our ~~million~~investment ~~decrease~~ in ~~foreign~~Ampere ~~currency~~Computing ~~losses~~Holdings ~~and~~LLC (Ampere), a $25380 million ~~decrease~~gain ~~in losses~~ from ~~marketable~~other ~~and non-marketable~~ investments., ~~These~~net, ~~contributors~~a to$205 ~~the~~million increase in ~~non-operating~~gains ~~income~~from ~~(expenses),~~our ~~net~~investment ~~were~~portfolio ~~partially~~related ~~offset~~to byour adeferred ~~$77~~compensation ~~million~~plan ~~decrease~~included in other income, net, ~~which~~and ~~was~~a ~~primarily~~$202 ~~attributable~~million toincrease ~~lower~~in ~~gains~~interest ~~associated~~income. ~~with~~Refer anto ~~investment~~Note ~~portfolio~~1 ~~that~~of weNotes ~~held~~to ~~for~~Consolidated ~~our~~Financial ~~employee~~Statements ~~deferred~~included ~~compensation~~elsewhere ~~plan,~~in ~~and~~this ~~for~~Annual ~~which~~Report anfor ~~equal~~additional ~~and~~information ~~offsetting~~on ~~amount was recorded to our operating expenses during~~ the ~~same~~Ampere ~~period~~transaction.

Provision for Income Taxes: Our effective income tax rates for each of the periods presented were the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Refer to Note 12 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a discussion regarding the differences between the effective income tax rates as presented for the periods below and the U.S. federal statutory income tax rates that were in effect during these periods. Future effective tax rates could be adversely affected by an unfavorable shift of earnings weighted to jurisdictions with higher tax rates, by unfavorable changes in tax laws and regulations, by adverse rulings in tax-related litigation, or by shortfalls in stock-based compensation realized by employees relative to stock-based compensation that was recorded for book purposes, among others.

Year Ended May 31,

Percent Change

(Dollars in millions)

~~2025~~2026

Actual

Constant

~~2024~~2025

Provision for income taxes

12,~~717~~467

3544%

3639%

1,~~274~~717

Effective tax rate

12.16%

1012.91%

Provision for income taxes increased in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily ~~due~~related to an unfavorable ~~jurisdictional~~impact ~~mix~~ of ~~earnings of~~ $~~380~~933 million, from the ~~absence~~enactment of the ~~realization~~U.S. ofOne, aBig, ~~one-time~~Beautiful ~~tax~~Bill ~~attribute~~Act, ofwhich ~~$238~~was ~~million,~~signed ~~higher~~into ~~income~~law ~~before~~on ~~provision~~July ~~for~~4, ~~income~~2025 ~~taxes~~that required a remeasurement of ~~$195~~a ~~million~~deferred ~~and~~tax ~~the~~liability ~~absence~~previously recorded during fiscal 2021 as part of the ~~revaluation~~partial ~~benefit~~realignment of ~~net~~our ~~deferred~~legal ~~tax~~entity ~~assets~~structure, ~~due~~an tounfavorable ajurisdictional ~~change~~mix inof ~~tax~~earnings ~~rate~~ of $~~105~~589 million, ~~partially~~higher ~~offset~~income bybefore aprovision ~~combination~~for income taxes of ~~the~~$584 ~~absence~~million ofand ~~changes~~a net change in unrecognized tax benefits associated with settlements with tax authorities and other events of $~~233~~240 million, ~~and~~substantially offset by an increase in tax benefits related to stock-based compensation of $~~223~~1.5 billion and the realization of a one-time tax attribute of $125 million.

Liquidity and Capital Resources

	As of May 31,
(Dollars in millions)	~~2025~~2026			Change	~~2024~~2025
Working capital	$	(84,~~064~~803	)	~~-10%~~*	$	(8,~~990~~064	)
Cash, cash equivalents and marketable securities	$	1131,~~203~~894		5185%	$	1011,~~661~~203

~~Working~~* ~~capital: The~~Not increase in working capital as of May 31, 2025 in comparison to May 31, 2024 was primarily due to favorable impacts from net income and proceeds from the issuance of senior notes, net of issuance costs, of $13.9 billion (refer to Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information) during fiscal 2025. This increase was partially offset by $21.2 billion of cash used for capital expenditures; $4.9 billion of long-term borrowings that were reclassified to current liabilities; $4.7 billion of cash used to pay dividends to our stockholders; $600 million of cash used for repurchases of our common stock; $294 million of cash used for purchases, net of sales and maturities of non-current investments; and $247 million of net cash used for our employee stock programs during fiscal 2025. Our working capital may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.meaningful

~~Cash~~Working capital: The increase in working capital as of May 31, ~~cash~~2026 ~~equivalents~~in ~~and~~comparison ~~marketable~~to ~~securities: Cash~~May ~~and~~31, ~~cash~~2025 ~~equivalents~~was primarily ~~consist~~due ofto ~~deposits~~favorable ~~held~~impacts atfrom ~~major~~net ~~banks,~~income; ~~money~~proceeds ~~market~~from ~~funds~~the ~~and~~issuance ~~other~~of ~~securities~~senior ~~with~~notes, ~~original~~net ~~maturities~~of issuance costs, of 90$42.7 ~~days~~billion orduring ~~less~~fiscal 2026; $5.0 ~~Marketable~~billion ~~securities~~of ~~consist~~cash ~~primarily~~proceeds from the issuance of ~~time~~Mandatory ~~deposits~~Convertible ~~with~~Preferred ~~original~~Stock, ~~maturities~~net atof issuance costs; $4.9 billion of cash proceeds from the ~~time~~sale of ~~purchase~~our ~~greater~~investments, ~~than~~primarily 90in ~~days~~Ampere; and $1.3 ~~The~~billion ~~increase~~of innet cash proceeds from our employee stock programs, partially offset by $55.7 billion of cash ~~equivalents~~used ~~and~~for ~~marketable~~capital ~~securities~~expenditures; as$5.8 billion of ~~May~~cash ~~31,~~used ~~2025~~to inpay ~~comparison~~dividends to ~~May~~our ~~31,~~preferred ~~2024~~and ~~was~~common ~~primarily~~stockholders; ~~due~~$5.7 billion of long-term borrowings that were reclassified to current liabilities; $864 million of cash ~~inflows~~used ~~from~~for ~~our~~purchases ~~operations~~of non-current investments; ~~proceeds~~and ~~from~~$95 ~~the~~million ~~issuance~~of cash used for repurchases of ~~senior~~our ~~notes~~common stock, ~~net~~in each case during fiscal 2026. Our working capital may be impacted by some or all of ~~issuance~~the aforementioned factors in future periods, the amounts and timing of which are variable.

Cash, cash equivalents and marketable securities: Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist primarily of time deposits with original maturities at the time of purchase greater than 90 days. The increase in cash, cash equivalents and marketable securities as of May 31, 2026 in comparison to May 31, 2025

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~~costs,~~ ofwas ~~$13.9~~primarily ~~billion~~due ~~and~~to proceeds from the issuance of ~~commercial~~senior ~~paper~~notes, net of ~~repayments~~issuance costs, of $142.97 billion during fiscal ~~2025~~2026; ~~(refer~~$32.0 tobillion ~~Note~~of 6cash inflows from our operations; $5.0 billion of ~~Notes~~cash toproceeds ~~Consolidated~~from ~~Financial~~the ~~Statements~~issuance ~~included~~of ~~elsewhere~~Mandatory inConvertible ~~this~~Preferred ~~Annual~~Stock, ~~Report~~net ~~for~~of ~~additional~~issuance ~~information)~~costs; ~~and~~$4.9 billion of cash inflows from the sale of our investments, primarily in Ampere; $13.13 billion of cash inflows from ~~other~~short-term financing ~~activities~~related to capital expenditures, net; and $1.3 ~~This~~billion ~~increase~~of ~~was~~net cash provided by our employee stock programs, partially offset by $2155.27 billion of cash used for capital expenditures; $105.28 billion of cash used ~~for~~to ~~scheduled~~pay ~~repayments~~dividends ofto ~~borrowings~~our common and preferred stockholders; $45.70 billion of cash used tofor ~~pay~~scheduled ~~dividends~~repayments toof ~~our stockholders~~debt; $~~600~~851 million of cash used for ~~repurchases~~repayment of ~~our~~commercial ~~common~~paper, ~~stock~~net; $~~496~~337 million of cash ~~used~~outflows for ~~purchases~~other financing activities, net; $864 million of ~~sales~~cash ~~and~~used ~~maturities~~for purchases of non-current investments; and $~~247~~95 million of ~~net~~ cash used for repurchases of our ~~employee~~common stock, ~~programs~~in each case during fiscal ~~2025~~2026. Our cash and cash equivalents may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.

	Year Ended May 31,
(Dollars in millions)	~~2025~~2026			Change	~~2024~~2025
Net cash provided by operating activities	$	2031,~~821~~977		1254%	$	1820,~~673~~821
Net cash used for investing activities	$	(2151,~~711~~854	)	~~195~~139%	$	(721,~~360~~711	)
Net cash provided by (used for) financing activities	$	1,098		*	$	(10,554	)
Net cash provided by financing activities	$	40,284		*	$	1,098


*	Not meaningful

Cash flows from operating activities: Our largest source of operating cash flows is cash collections from our customers following the purchase and renewal of their cloud ~~services~~ and ~~license~~software support agreements. ~~Customers for these cloud services and license support agreements are generally billed in advance of services being provided.~~ Over the course of a fiscal year, we also generate cash from the sales of ~~new~~software licenses, hardware offerings and other services. Our primary uses of cash from operating activities are typically for employee-related expenditures, ~~material~~expenses ~~and~~related ~~manufacturing~~to ~~costs~~data ~~related~~center toleases ~~the~~and ~~production~~power offor our ~~hardware~~cloud ~~products~~business, taxes, ~~interest payments~~ and ~~leased~~interest ~~facilities~~payments.

Net cash provided by operating activities increased by $211.12 billion in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily due to higher net income adjusted for certain non-cash charges, ~~partially~~and ~~offset~~higher ~~by certain~~ cash ~~unfavorable~~favorable working capital changes, net, which includes $4.6 billion cash inflows from customer prepayments with significant financing component.

Cash flows from investing activities: The changes in cash flows from investing activities primarily relate to our investments in capital assets ~~primarily~~ to support the growth in our cloud and ~~license~~software business and ~~acquisitions,~~ purchases, maturities and sales of our investments in marketable securities and other instruments.

Net cash used for investing activities increased by $1430.41 billion in fiscal ~~2025~~2026 relative to fiscal ~~2024~~2025 primarily due to ~~the~~a $34.4 billion increase in capital expenditures, partially offset by $4.3 billion of cash proceeds from the sale of our investment in Ampere.

Cash flows from financing activities: The changes in cash flows from financing activities primarily relate to borrowings and repayments related to our debt instruments, issuance of other financing or equity instruments, stock repurchases, dividend payments and net proceeds related to employee stock programs.

Net cash provided by financing activities ~~was~~increased by $139.12 billion in fiscal ~~2025~~2026 ~~compared~~relative to ~~the~~fiscal ~~net~~2025 ~~cash~~primarily ~~used~~due ~~for~~to ~~financing~~an ~~activities~~increase of $1028.68 billion in ~~fiscal 2024. The increase in net cash provided by financing activities in fiscal 2025 relative to fiscal 2024 was primarily due to~~ proceeds from the issuance of senior notes, net of issuance costs,; lower scheduled repayments of debt of $135.92 billion; ~~higher~~proceeds ~~issuances~~from the issuance of ~~commercial~~Mandatory ~~paper~~Convertible ~~notes~~Preferred Stock of $25.10 billion~~, net of repayments~~; ~~lower~~higher net cash ~~used~~proceeds ~~for~~from ~~our~~short-term ~~employee~~financing ~~stock~~related ~~programs~~to capital expenditures of $1.19 billion; higher net cash ~~provided~~proceeds byfrom ~~other~~our ~~financing~~employee ~~activities~~stock programs of $1.16 billion; and lower ~~net~~stock ~~cash~~repurchases ~~used~~of ~~for~~$505 ~~repurchases~~million, ofin ~~common~~each ~~stock~~case ofduring ~~$602~~fiscal ~~million~~2026 relative to fiscal 2025. These increases were partially offset by higher ~~scheduled~~ repayments of ~~borrowings~~commercial paper notes, net of issuances, of $62.7 billion and higher dividend payments of $~~352~~1.0 ~~million~~billion. Further, during fiscal 2025, we refinanced our term loan credit agreement that we entered into in fiscal 2023 ~~(Term Loan Credit Agreement)~~, which resulted in no net impact on financing cash flows for the period reported.

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Free cash flow: To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows on a trailing 4four-quarter basis to analyze cash flows generated from our operations. We believe that free cash flow is also useful as one of the bases for comparing our performance with that of our competitors. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. We calculate free cash flow as follows:

	Year Ended May 31,
(Dollars in millions)	~~2025~~2026			Change	~~2024~~2025
Net cash provided by operating activities	$	2031,~~821~~977		1254%	$	1820,~~673~~821
Capital expenditures		(2155,~~215~~663	)	~~209~~162%		(621,~~866~~215	)
Free cash flow	$	(~~394~~23,686	)	*	$	~~11,807~~(394	)
Net income	$	1217,~~443~~087			$	1012,~~467~~443
Net cash provided by operating activities as a percent of net income	~~167~~187%				~~178~~167%
Free cash flow as percent of net income	-3139%				~~113~~-3%


*	Not meaningful

Recent Financing Activities:

~~Cash~~Revolving ~~Dividends~~Credit Agreement: In ~~fiscal~~March ~~2025~~2026, we ~~declared~~terminated ~~and~~our ~~paid~~existing ~~aggregate~~$6.0 ~~cash~~billion, ~~dividends~~five-year ofrevolving $1credit agreement.70 ~~per~~On ~~share~~the ofsame ~~outstanding~~date, ~~common~~we ~~stock~~entered ~~that~~into ~~totaled~~a new $410.70 billion~~. In June 2025~~, ~~our~~five-year ~~Board~~revolving ~~declared~~credit aagreement ~~quarterly~~(the ~~cash~~Revolving ~~dividend~~Credit ~~of $0~~Agreement).50 ~~per~~As ~~share~~ of ~~our~~May ~~outstanding~~31, ~~common~~2026, ~~stock~~we ~~payable~~did onnot ~~July~~have ~~24,~~any ~~2025~~outstanding toborrowings ~~stockholders~~under ofthe ~~record~~Revolving asCredit ofAgreement. ~~the~~The ~~close~~description ofabove ~~business~~is ona ~~July~~summary ~~10,~~and ~~2025.~~is ~~Future~~qualified ~~declarations~~in ofits ~~dividends~~entirety ~~and~~by reference to the ~~establishment~~full text of ~~future~~the ~~record~~Revolving ~~and~~Credit ~~payment~~Agreement, ~~dates~~which ~~are~~is ~~subject~~incorporated toby ~~the~~reference ~~final~~herein ~~determination~~as ofExhibit ~~our Board~~10.14.

~~Term~~Commercial ~~Loan~~Paper ~~Credit Agreements~~Program: OnIn ~~June~~March 102026, ~~2024,~~our wecommercial ~~terminated~~paper ~~the~~program ~~Term~~was ~~Loan~~increased ~~Credit~~to ~~Agreement~~$10.0 ~~and~~billion. ~~repaid~~Our ~~the~~commercial ~~principal~~paper ~~amount~~program ~~outstanding~~allows ~~together~~us ~~with interest accrued up~~ to ~~the~~issue ~~date~~and ofsell ~~repayment.~~unsecured ~~Simultaneously,~~short-term wepromissory ~~borrowed~~notes up(Commercial toPaper ~~the~~Notes) ~~maximum commitment amount of $5.6 billion~~ pursuant to a ~~term~~private ~~loan~~placement ~~credit~~exemption ~~agreement~~from ~~(Term~~the ~~Loan~~registration ~~Credit~~requirements ~~Agreement~~under 2)federal ~~executed~~and onstate ~~the~~securities ~~same~~laws ~~date.~~pursuant Into ~~fiscal~~dealer ~~2025,~~agreements wewith ~~made~~various ~~scheduled~~banks ~~repayments~~and ~~totaling~~an ~~$211~~Issuing ~~million~~and ofPaying ~~the~~Agency ~~Term Loan Credit~~ Agreement 2.with ~~Refer~~Deutsche toBank ~~Note~~Trust 6Company ofAmericas. ~~Notes~~There towere ~~Consolidated~~$1.5 ~~Financial~~billion ~~Statements~~of ~~included~~outstanding ~~elsewhere~~Commercial inPaper ~~this~~Notes ~~Annual~~as ~~Report~~of ~~for~~May ~~additional details about our borrowings~~31, ~~including the repayment terms of the Term Loan Credit Agreement 2~~2026. ~~Any~~We ~~remaining~~used ~~unpaid principal balance under~~ the ~~Term~~net ~~Loan~~proceeds ~~Credit~~from ~~Agreement 2 will become fully due and payable on August 16, 2027, unless~~ the ~~termination~~issuance ~~date~~ of ~~the~~commercial ~~Term~~paper ~~Loan~~for ~~Credit~~general ~~Agreement~~corporate ~~2 is extended~~purposes.

~~Senior~~Cash ~~Notes~~Dividends: ~~During~~In fiscal ~~2025~~2026, we ~~issued~~declared and paid aggregate cash dividends of $141,263.089 per share of outstanding Mandatory Convertible Preferred Stock that totaled $63 million and $2.00 per share of outstanding common stock that totaled $5.7 billion. ~~aggregate~~In ~~principal~~June ~~amount~~2026, our Board of ~~senior~~Directors ~~notes~~(the ~~composed~~Board) declared a quarterly cash dividend of $1,625 per share of our outstanding Mandatory Convertible Preferred Stock and $0.50 per share of our outstanding common stock. The Mandatory Convertible Preferred Stock dividend is payable on July 15, 2026 to stockholders of record as of the ~~following:~~close of business on July 1, 2026 and the common stock dividend is payable on July 24, 2026 to stockholders of record as of the close of business on July 10, 2026. Future declarations of dividends on Oracle securities and the establishment of future record and payment dates for our common stock are subject to the final determination of the Board.

Mandatory Convertible Preferred Stock: On February 5, 2026, we issued 100,000,000 depositary shares, representing 50,000 shares of our 6.50% Series D Mandatory Convertible Preferred Stock (Mandatory Convertible Preferred Stock). We received cash proceeds of $~~500~~5.0 ~~million~~billion, ~~aggregate~~net ~~principal~~of ~~amount~~issuance costs. The other terms and conditions of ~~floating~~the ~~rate~~Mandatory ~~notes~~Convertible ~~due~~Preferred ~~August~~Stock ~~2028;~~are set forth in the Certificate of Designations, which is incorporated by reference herein as Exhibit 3.03.

~~$1.5~~Common ~~billion~~Stock: On February 2, 2026, we entered into an equity distribution agreement with ‎certain sales agents party thereto, pursuant to which we may sell shares of our common stock having aggregate ~~principal~~sales ~~amount~~proceeds of 4up to $20 billion from time to time through an “at-the-market” offering program (the ATM Program).~~80%~~ ~~senior~~As ~~notes~~of ~~due~~May ~~August~~31, ~~2028;~~2026, we have not sold any shares of our common stock under the ATM Program.

$1.5 billion aggregate principal amount of 4.20% senior notes due September 2029;

$1.25 billion aggregate principal amount of 5.25% senior notes due February 2032;

$1.75 billion aggregate principal amount of 4.70% senior notes due September 2034;

$1.75 billion aggregate principal amount of 5.50% senior notes due August 2035;

$1.75 billion aggregate principal amount of 5.375% senior notes due September 2054;

$1.75 billion aggregate principal amount of 6.00% senior notes due August 2055;

$1.25 billion aggregate principal amount of 5.50% senior notes due September 2064; and

$1.0 billion aggregate principal amount of 6.125% senior notes due August 2065.

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WeSenior ~~issued~~Notes: During ~~the~~fiscal ~~senior notes to repay all or a portion of senior notes due between November 2024 and July~~ 2026, ~~and~~we toissued ~~pay~~a ~~accrued~~total ~~interest and any related premiums, fees and expenses in connection therewith; to make scheduled payments~~ of ~~principal~~$43.0 ~~and~~billion ~~interest~~par onvalue ~~borrowings under our Term Loan Credit Agreement 2; to repay all or a portion~~ of ~~commercial~~senior ~~paper~~ notes ~~outstanding;~~comprising ~~and to use any remaining net proceeds from~~ the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. Refer to Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information.following:

•

~~Common Stock Repurchase Program: Our Board has approved a program for us to repurchase shares of our common stock. As of May 31, 2025, approximately~~ $~~6.4~~500 ~~billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 3.9~~ million shares for $600 million, 10.6 million shares for $1.2 billion and 17.0 million shares for $1.3 billion in fiscal 2025, 2024 and 2023, respectively. Our stock repurchase authorization does not have an expiration date and the pace of ~~our~~floating ~~repurchase~~rate ~~activity~~notes ~~will~~due ~~depend~~February on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.2029;

•

~~Contractual~~$3.0 ~~Obligations: Our~~billion ~~largest contractual obligations as~~ of ~~May~~4.55% ~~31,~~senior ~~2025~~notes ~~consisted~~due ~~of:~~February 2029;

•

$3.0 billion of 4.45% senior notes due September 2030;

•

$3.5 billion of 4.95% senior notes due February 2031;

•

$3.0 billion of 4.80% senior notes due September 2032;

•

$3.0 billion of 5.35% senior notes due May 2033;

•

$4.0 billion of 5.20% senior notes due September 2035;

•

$5.0 billion of 5.70% senior notes due February 2036;

•

$2.5 billion of 5.875% senior notes due September 2045;

•

$2.25 billion of 6.55% senior notes due February 2046;

•

$3.5 billion of 5.95% senior notes due September 2055;

•

$5.0 billion of 6.70% senior notes due February 2056;

•

$2.0 billion of 6.10% senior notes due September 2065; and

•

$2.75 billion of 6.85% senior notes due February 2066.

We issued the Mandatory Convertible Preferred Stock and the senior notes for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of our common stock. Refer to Notes 6 and 10 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information. The other terms and conditions of the senior notes are set forth in, and the foregoing description of the senior notes is qualified in its entirety by reference to, the Officers’ Certificates incorporated by reference herein as Exhibits 4.17 and 4.21.

Common Stock Repurchase Program: The Board has approved a program for us to repurchase shares of our common stock. As of May 31, 2026, approximately $6.3 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 0.4 million shares for $93 million and 3.9 million shares for $600 million in fiscal 2026 and 2025, respectively. Our stock repurchase authorization does not have an expiration date and the pace of any future repurchase activity will depend on factors such as our working capital needs, our cash requirements for capital expenditures, acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

Contractual Obligations: Our largest contractual obligations as of May 31, 2026 consisted of:

•

principal payments related to our senior notes and other borrowings that were included in our consolidated balance sheet and the related periodic interest payments;

•

routine tax payments including those that are payable pursuant to the transition tax under the U.S. Tax Cuts and Jobs Act of 2017 that were included in our consolidated balance sheet;

lease liabilities that were included in our consolidated balance sheet;

•

lease commitments that have not yet commenced and were not included in our consolidated balance sheet; and

•

other contractual commitments associated with agreements that are enforceable and legally binding.

In addition, as of May 31, ~~2025~~2026, we had $1213.02 billion of gross unrecognized income tax benefits, including related interest and penalties, recorded on our consolidated balance sheet, the nature of which is uncertain with respect to settlement or release with the relevant tax authorities~~, although we believe it is reasonably possible that certain of these liabilities could be settled or released during fiscal 2026~~. We are involved in claims and legal proceedings, which are inherently uncertain with respect to outcomes, estimates and assumptions that we make as of each reporting period, are inherently unpredictable, and many aspects are out of our control. Notes 6, 9, 12 and 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report include additional information regarding our most material contractual obligations and contingencies.

We believe that our current cash, cash equivalents and marketable securities balances, cash generated from operations and our borrowing arrangements will be sufficient to meet our working capital, capital expenditures and contractual obligations requirements. In addition, we believe that we could fund our future acquisitions, dividend payments and repurchases of common stock or debt with our internally available cash, cash equivalents and marketable securities, cash generated from operations, additional borrowings or from the issuance of additional securities.

Stock-Based Awards

Our stock-based compensation program is a key component of the compensation package we provide to attract and retain certain of our talented employees and align their interests with the interests of existing stockholders.

We recognize that stock-based awards dilute existing stockholders and have sought to control the number of stock-based awards granted while providing competitive compensation packages. Consistent with these dual goals, our cumulative potential dilution since June 1, 2022 has been an annualized rate of 1.7% per year. The potential dilution percentage is calculated as the average annualized new stock-based awards granted and assumed, net of

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stock-based awards forfeited by employees leaving the company, divided by the weighted-average outstanding shares during the calculation period. This maximum potential dilution will only result if all stock-based awards vest and, if applicable, are ~~exercised.~~inherently Ofuncertain ~~the~~with ~~outstanding~~respect ~~stock~~to ~~options as of May 31, 2025, which generally have a ten-year exercise period, all have exercise prices lower than the market price of our common stock on such date~~outcomes. InNotes ~~recent years~~6, ~~our stock repurchase program has partially offset the dilutive effect of our stock-based compensation program. However~~9, we12 ~~may~~and ~~modify~~15 ~~the levels~~ of ~~our~~Notes ~~stock repurchases in the future depending on a number of factors, including the amount of cash we have available for acquisitions,~~ to ~~pay~~Consolidated ~~dividends,~~Financial toStatements ~~repay~~included orelsewhere ~~repurchase~~in ~~indebtedness~~this orAnnual ~~for~~Report ~~other~~include ~~purposes.~~additional Asinformation ofregarding ~~May~~our ~~31,~~most ~~2025,~~material ~~the~~contractual ~~maximum~~obligations ~~potential dilution from all outstanding stock-based awards, regardless of when granted~~ and ~~regardless of whether vested or unvested, was 5~~contingencies.~~6%.~~

~~During~~Capital ~~fiscal~~Expenditures: Cash ~~2025,~~used ~~the~~for ~~Compensation~~capital ~~Committee~~expenditures ~~reviewed~~increased ~~and~~from ~~approved~~$21.2 ~~the~~billion ~~annual~~in ~~organization-wide~~fiscal ~~stock-based~~2025 ~~award grants~~ to ~~selected~~$55.7 ~~employees;~~billion ~~all~~in ~~stock-based~~fiscal ~~award~~2026 ~~grants~~primarily due to ~~senior~~the ~~officers;~~expansion ~~and any individual grant~~ of ~~RSUs~~our ~~with~~data acenters. ~~value~~We ofexpect $5this ~~million~~upward ortrend ~~greater.~~to ~~Each~~continue ~~member~~during offiscal a2027 ~~separate~~and ~~executive~~in ~~officer~~the ~~committee,~~following ~~referred~~fiscal toyears as ~~the~~we ~~Plan~~increase ~~Committee,~~our ~~was~~existing ~~allocated~~data acenter ~~fiscal~~capacity ~~2025~~and ~~equity~~establish ~~budget~~data ~~that~~centers ~~could~~in benew ~~used~~geographic ~~throughout~~locations ~~the~~in ~~fiscal~~order ~~year~~ to ~~grant~~meet ~~equity~~current ~~subject~~and toexpected ~~certain~~customer ~~limitations~~demand ~~established~~for byour ~~the~~cloud ~~Compensation Committee~~offerings.

~~Stock-based~~We ~~awards~~believe ~~activity~~that our current cash, cash equivalents and marketable securities balances, together with cash generated from ~~June~~operations 1and available financing arrangements, ~~2022~~will ~~through~~be ~~May~~sufficient 31to meet our working capital, ~~2025~~committed iscapital ~~summarized~~expenditures asand ~~follows~~contractual ~~(shares~~obligations for at least the next twelve months. Thereafter, we expect that our existing sources of liquidity, together with potential access to additional financing, will continue to be sufficient for the foreseeable future. Further, we have flexibility in ~~millions):~~managing the timing of certain discretionary capital expenditures.

Stock-based awards outstanding as of May 31, 2022		225
Stock-based awards granted and assumed		168
Stock-based awards vested and issued and, if applicable, exercised		(209	)
Forfeitures, cancellations and other, net		(26	)
Stock-based awards outstanding as of May 31, 2025		158
Annualized stock-based awards granted and assumed, net of forfeitures and cancellations		48
Annualized stock repurchases		(11	)
Shares outstanding as of May 31, 2025		2,807
Basic weighted-average shares outstanding from June 1, 2022 through May 31, 2025		2,743
Stock-based awards outstanding as a percent of shares outstanding as of May 31, 2025	5.6%
Total in the money stock-based awards outstanding (based on the closing price of our common stock on the last trading day of fiscal 2025) as a percent of shares outstanding as of May 31, 2025	5.6%
Annualized stock-based awards granted and assumed, net of forfeitures and cancellations and before stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2022 through May 31, 2025	1.7%
Annualized stock-based awards granted and assumed, net of forfeitures and cancellations and after stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2022 through May 31, 2025	1.3%

Remaining Performance Obligations from Contracts with Customers

Remaining performance obligations were $638 billion and $138 billion as of May 31, 2026 and 2025, respectively. The increase in remaining performance obligations as of May 31, 2026 in comparison to May 31, 2025 was primarily attributable to certain significant cloud contracts that were entered into during the period. For more information about our remaining performance obligations, see Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

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