UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18 26, 2025

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35992

54-2185193

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.01 per share		ORCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 58—~~Corporate~~Other ~~Governance~~Events ~~and Management~~

Item 5 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~ Events

OnIssuance ~~September 22,~~of ~~2025, Oracle Corporation (“Oracle”) announced that on September~~ $18, ~~2025~~Billion ~~the~~Aggregate ~~Board~~Principal ofAmount ~~Directors (the “Board”)~~ of ~~Oracle~~Notes ~~made the following management and Board changes effective as of September 22, 2025 (the “Effective Date”).~~

~~Chief~~On ~~Executive~~September 26, ~~Officers~~2025, Oracle Corporation (“Oracle”) consummated the issuance and ~~Additions~~sale of $3,000,000,000 aggregate principal amount of its 4.450% Notes due 2030, $3,000,000,000 aggregate principal amount of its 4.800% Notes due 2032, $4,000,000,000 aggregate principal amount of its 5.200% Notes due 2035, $2,500,000,000 aggregate principal amount of its 5.875% Notes due 2045, $3,500,000,000 aggregate principal amount of its 5.950% Notes due 2055 and $2,000,000,000 aggregate principal amount of its 6.100% Notes due 2065 (collectively, the “Notes”), pursuant to an underwriting agreement dated September 24, 2025 among Oracle and BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the ~~Board~~several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 13, 2006 (the “Indenture”) among Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007 (the “First Supplemental Indenture”) among Oracle, Citibank, N.A. and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, and an officers’ certificate issued pursuant thereto.

~~Clayton~~The ~~Magouyrk~~Notes ~~and~~are ~~Michael~~being ~~Sicilia~~offered ~~were~~pursuant ~~promoted~~ to ~~the~~Oracle’s ~~roles~~Registration ofStatement ~~Chief~~on ~~Executive~~Form ~~Officer~~S-3 offiled ~~Oracle~~on ~~and~~March 15, ~~members~~2024 of(Reg. No. 333-277990), including the ~~Board~~prospectus ascontained oftherein (the ~~Effective~~“Registration ~~Date~~Statement”) and a related preliminary prospectus supplement dated September 24, 2025 and prospectus supplement dated September 24, 2025.

~~Mr. Magouyrk,~~The ~~39,~~net ~~has~~proceeds ~~been~~of ~~Oracle’s~~the ~~President,~~offering ~~Oracle~~will ~~Cloud~~be ~~Infrastructure~~used ~~since~~for ~~June~~general ~~2025.~~corporate ~~From December 2019 to June 2025~~purposes, hewhich ~~served~~may asinclude ancapital ~~Executive Vice President in various roles~~expenditures, ~~including~~repayment ~~Executive~~of ~~Vice President~~indebtedness, ~~Cloud~~future ~~Infrastructure~~investments and Executive Vice President, Oracle Cloud Infrastructure Engineering. Prior to being named Executive Vice President, Mr. Magouyrk held various other positions with Oracle since joining Oracle in 2014. Prior to joining Oracle, he was a senior engineer at Amazon and Amazon Web Services from 2008 to 2014. There are no arrangements or ~~understandings~~acquisitions ~~between Mr. Magouyrk~~ and ~~any~~payment ~~other persons pursuant to which he was appointed as Chief Executive Officer and Director. Mr. Magouyrk has no related party transactions with Oracle that are reportable under Item 404(a)~~ of ~~Regulation~~cash ~~S-K~~dividends ~~and~~on ~~has no family relationships with any director, executive officer~~ or ~~nominee~~repurchases ~~for director or executive officer~~ of Oracle’s common stock.

~~Mr. Sicilia,~~The ~~54,~~material ~~has~~terms ~~been~~and ~~Oracle’s~~conditions ~~President,~~of ~~Industries~~the ~~since~~Notes ~~June~~are ~~2025.~~set ~~From~~forth ~~October~~in ~~2019~~the toOfficers’ ~~June~~Certificate ~~2025,~~filed heherewith ~~served~~ as anExhibit ~~Executive~~4.1 ~~Vice~~and ~~President~~incorporated inby ~~various~~reference ~~roles~~herein, ~~including~~in ~~Executive~~the ~~Vice~~Indenture ~~President,~~filed ~~Industries~~as ~~and~~Exhibit ~~Executive Vice President, Global Business Units~~10.34 ~~Prior~~ to ~~being~~the ~~named~~Current ~~Executive~~Report ~~Vice~~on ~~President,~~Form ~~Mr. Sicilia~~8-K ~~held~~filed ~~various~~by ~~other positions with~~ Oracle ~~since~~Systems ~~joining~~Corporation ~~Oracle~~on inJanuary 20, ~~2009. Prior to joining Oracle~~2006, ~~he was Chief Technology Officer at Primavera Systems~~ and ~~held~~in ~~other~~the ~~positions~~First ~~from~~Supplemental ~~1993~~Indenture tofiled ~~2008.~~as ~~There~~Exhibit ~~are no arrangements or understandings between Mr~~4. ~~Sicilia~~3 ~~and any other persons pursuant~~ to ~~which~~the heRegistration ~~was~~Statement ~~appointed~~on asForm ~~Chief Executive Officer and Director. Mr. Sicilia has no related party transactions with Oracle that are reportable under Item 404(a) of Regulation~~ S-K3 ~~and~~filed ~~has~~by noOracle ~~family~~Corporation ~~relationships~~on ~~with any director~~May 10, ~~executive officer or nominee for director or executive officer of Oracle~~2007.

In connection with their promotions as Chief Executive Officers, Mr. Magouyrk and Mr. Sicilia will each receive stock option grants on September 24, 2025 with an exercise price equal to the fair market value of Oracle’s common stock on the date of the grant. Mr. Magouyrk will receive a grant of stock options to purchase $250 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of performance-based stock options (“PSOs”). Mr. Sicilia will receive a grant of stock options to purchase $100 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs. For both Mr. Magouyrk and Mr. Sicilia, the time-based stock options will vest over a four-year period subject to continued service and the PSOs will vest over a three-year performance period ending May 31, 2028, subject to the achievement of certain revenue metrics, in each case pursuant to the terms of Oracle’s Amended and Restated 2020 Equity Incentive Plan.

Additional Officer Changes

In connection with these leadership transitions, Safra Catz will no longer serve as Chief Executive Officer and Principal Financial Officer of Oracle as of the Effective Date. Ms. Catz will take on a new role as Executive Vice Chair of the Board and will continue as a director of Oracle.

Douglas Kehring was promoted to Executive Vice President, Principal Financial Officer of Oracle as of the Effective Date. Mr. Kehring, 52, has been Oracle’s Executive Vice President, Operations since March 2015. Prior to that, Mr. Kehring served as Senior Vice President, Corporate Development and Strategic Planning of Oracle from March 2005 to March 2015. Prior to that, Mr. Kehring held various other positions with Oracle since joining Oracle in 2000. There are no arrangements or understandings between Mr. Kehring and any other persons pursuant to which he was appointed as Principal Financial Officer. Mr. Kehring has no related party transactions with Oracle that are reportable under Item 404(a) of Regulation S-K and has no family relationships with any director, executive officer or nominee for director or executive officer of Oracle.

Section 7—Regulation FD

Item 7.01 Regulation FD Disclosure

On September 22, 2025, Oracle issued a press release announcing the management and Board changes as described herein, as well as certain other matters. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9—Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description ~~of Exhibit~~
99.1		Press Release dated September 22, 2025
4.1		Forms of 4.450% Notes due 2030, 4.800% Notes due 2032, 5.200% Notes due 2035, 5.875% Notes due 2045, 5.950% Notes due 2055 and 6.100% Notes due 2065, together with an Officers’ Certificate issued September 26, 2025 setting forth the terms of the Notes.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
5.1		Opinion of Freshfields US LLP.
23.1		Consent of Freshfields US LLP (contained in Exhibit 5.1).
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORACLE CORPORATION
Dated: September 22, 2025	By:	/s/ Stuart Levey
Dated: September 26, 2025	By:	/s/ Kimberly Woolley
	Name:	~~Stuart~~Kimberly ~~Levey~~Woolley
	Title:	~~Executive~~ Vice President, ~~Chief~~Assistant ~~Legal~~General ~~Officer~~Counsel and Assistant Secretary

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