UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~February 3028, ~~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		78741
(Address of principal executive offices)		(Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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

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

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

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


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

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

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

The number of shares of registrant’s common stock outstanding as of ~~December~~March 5, ~~2025~~2026 was: 2,~~873~~876,~~130~~046,000.

Table of Contents

ORACLE CORPORATION

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of November 30, 2025 and May 31, 2025	1
	Condensed Consolidated Balance Sheets as of February 28, 2026 and May 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended November 30, 2025 and 2024	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 28, 2026 and 2025	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended November 30, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended February 28, 2026 and 2025	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended November 30, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended February 28, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2024
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3842
Item 4.	Controls and Procedures	3842
PART II.	OTHER INFORMATION	3944
Item 1.	Legal Proceedings	3944
Item 1A.	Risk Factors	3944
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3945
Item 5.	Other Information	4045
Item 6.	Exhibits	4146
	Signatures	4348

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ORACLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

As of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025

(Unaudited)

(in millions, except per share data)	~~November~~February 3028,~~2025~~2026			May 31,2025
ASSETS
Current assets:
Cash and cash equivalents	$	1938,~~241~~455		$	10,786
Marketable securities		~~525~~677			417
Trade receivables, net of allowances for credit losses of $539 and $557 as of November 30, 2025 and May 31, 2025, respectively		9,440			8,558
Trade receivables, net of allowances for credit losses of $549 and $557 as of February 28, 2026 and May 31, 2025, respectively		10,719			8,558
Prepaid expenses and other current assets		5,~~160~~023			4,818
Total current assets		3454,~~366~~874			24,579
Non-current assets:
Property, plant and equipment, net		6783,~~875~~617			43,522
Intangible assets, net		3,~~760~~641			4,587
Goodwill		62,~~207~~274			62,207
Deferred tax assets		11,~~531~~360			11,877
Other non-current assets		2529,~~245~~474			21,589
Total non-current assets		~~170~~190,~~618~~366			143,782
Total assets	$	~~204~~245,~~984~~240		$	168,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and other borrowings, current	$	89,~~091~~887		$	7,271
Accounts payable		109,~~140~~474			5,113
Accrued compensation and related benefits		1,~~947~~940			2,243
Deferred revenues		9,~~940~~881			9,387
Other current liabilities		79,~~677~~555			8,629
Total current liabilities		3740,~~795~~737			32,643
Non-current liabilities:
Notes payable and other borrowings, non-current		99124,~~984~~718			85,297
Income taxes payable		1011,~~885~~402			10,269
Operating lease liabilities		1618,~~311~~512			11,536
Other non-current liabilities		910,~~552~~820			7,647
Total non-current liabilities		~~136~~165,~~732~~452			114,749
Commitments and contingencies
Oracle Corporation stockholders’ equity:
Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none		—			—
Preferred stock, $0.01 par value and additional paid in capital—authorized: 1.0 shares; outstanding: 0.05 shares as of February 28, 2026 of 6.50% Series D Mandatory Convertible Preferred Stock (none as of May 31, 2025)		4,954			—
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 2,873 shares and 2,807 shares as of November 30, 2025 and May 31, 2025, respectively		40,577			37,107
Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 2,875 shares and 2,807 shares as of February 28, 2026 and May 31, 2025, respectively		41,910			37,107
Accumulated deficit		(97,~~355~~092	)		(15,481	)
Accumulated other comprehensive loss		(1,~~271~~277	)		(1,175	)
Total Oracle Corporation stockholders’ equity		2938,~~951~~495			20,451
Noncontrolling interests		~~506~~556			518
Total stockholders’ equity		3039,~~457~~051			20,969
Total liabilities and stockholders’ equity	$	~~204~~245,~~984~~240		$	168,361

See notes to condensed consolidated financial statements.

Table of Contents

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and ~~Six~~Nine Months Ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

(in millions, except per share data)

~~2025~~2026

~~2024~~2025

~~2025~~2026

~~2024~~2025

Revenues:

Cloud

78,~~977~~914

56,~~937~~210

1524,~~162~~076

1117,~~559~~769

Software

56,~~877~~119

65,~~064~~926

1117,~~598~~717

1117,~~830~~756

Hardware

~~776~~714

~~728~~703

12,~~446~~160

12,~~383~~086

Services

1,~~428~~443

1,~~330~~291

24,~~777~~220

23,~~594~~885

Total revenues

1617,~~058~~190

14,~~059~~130

3048,~~983~~173

2741,~~366~~496

Operating expenses:

Cloud and software(1)

34,~~990~~776

2,~~746~~882

712,~~597~~373

58,~~344~~226

Hardware(1)

~~215~~183

~~172~~197

~~393~~576

~~333~~530

Services(1)

1,~~169~~133

1,~~167~~116

23,~~268~~401

23,~~314~~430

Sales and marketing(1)

2,~~149~~052

2,~~190~~119

46,~~211~~263

46,~~226~~345

Research and development

2,~~561~~607

2,~~471~~429

57,~~051~~658

47,~~777~~206

General and administrative

~~409~~389

~~387~~390

~~786~~1,174

~~745~~1,135

Amortization of intangible assets

~~407~~413

~~591~~548

~~826~~1,239

1,~~215~~763

Acquisition related and other

2120

3128

3555

4472

Restructuring

~~406~~153

8463

~~808~~961

~~157~~220

Total operating expenses

11,~~327~~726

9,~~839~~772

2133,~~975~~700

1928,~~155~~927

Operating income

45,~~731~~464

4,~~220~~358

914,~~008~~473

812,~~211~~569

Interest expense

(1,~~057~~180

)

(~~866~~892

)

(13,~~980~~160

)

(12,~~708~~600

)

Non-operating income, net

2,668

2,741

Non-operating income (expenses), net

132

(18

)

2,872

Income before income taxes

64,~~342~~416

3,~~390~~448

914,~~769~~185

610,~~560~~008

Provision for income taxes

~~207~~695

~~239~~512

~~707~~1,402

~~480~~992

Net income

63,~~135~~721

32,~~151~~936

912,~~062~~783

69,~~080~~016

Earnings per share:

Preferred stock dividends

—

Basic

2.14

1.13

3.19

2.19

Net income available to common shareholders

3,699

2,936

12,761

9,016

Diluted

2.10

1.10

3.11

2.13

Earnings per share attributable to common shareholders:

Basic

1.29

1.05

4.47

3.24

Diluted

1.27

1.02

4.38

3.15

Weighted average common shares outstanding:

Basic

2,~~864~~874

2,~~790~~799

2,~~845~~855

2,~~775~~783

Diluted

2,~~922~~912

2,~~869~~874

2,~~916~~914

2,~~860~~865

(1)

Exclusive of amortization of intangible assets, which is shown separately.

See notes to condensed consolidated financial statements.

Table of Contents

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and ~~Six~~Nine Months Ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
(in millions)	~~2025~~2026			~~2024~~2025			~~2025~~2026			~~2024~~2025
Net income	$	63,~~135~~721		$	32,~~151~~936		$	912,~~062~~783		$	69,~~080~~016
Other comprehensive loss, net of tax:
Net foreign currency translation (losses) gains		(90	)		(217	)		(62	)		3
Net foreign currency translation gains (losses)		2			(54	)		(60	)		(51	)
Net unrealized (losses) gains on cash flow hedges		(9	)		28			(33	)		(88	)
Net unrealized losses on cash flow hedges		(6	)		(19	)		(39	)		(107	)
Other, net		(2	)		(21	)		(13	)		(23	)
Total other comprehensive loss, net		(~~101~~6	)		(~~191~~74	)		(96102	)		(87161	)
Comprehensive income	$	63,~~034~~715		$	2,~~960~~862		$	812,~~966~~681		$	58,~~993~~855

See notes to condensed consolidated financial statements.

Table of Contents

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and ~~Six~~Nine Months Ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
(in millions, except per share data)	~~2025~~2026			~~2024~~2025			~~2025~~2026			~~2024~~2025
Preferred stock and additional paid in capital
Balance, beginning of period	$	—		$	—		$	—		$	—
Mandatory convertible preferred stock issued		4,954			—			4,954			—
Balance, end of period	$	4,954		$	—		$	4,954		$	—
Common stock and additional paid in capital
Balance, beginning of period	$	3940,~~378~~577		$	3334,~~083~~310		$	37,107		$	32,764
Common stock issued		~~138~~9			~~128~~213			1,~~308~~317			~~307~~520
Stock-based compensation		1,~~156~~328			1,~~170~~198			23,~~280~~608			23,~~176~~374
Repurchases of common stock		—			(1110	)		(6	)		(2434	)
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards		(922	)		(471	)		(~~109~~111	)		(~~898~~900	)
Other, net		(32	)		(1319	)		(35	)		(1533	)
Balance, end of period	$	4041,~~577~~910		$	3435,~~310~~691		$	4041,~~577~~910		$	3435,~~310~~691
Accumulated deficit
Balance, beginning of period	$	(149,~~054~~355	)	$	(2019,~~939~~045	)	$	(15,481	)	$	(22,628	)
Repurchases of common stock		—			(~~139~~140	)		(87	)		(~~276~~416	)
Cash dividends declared		(1,436	)		(1,118	)		(2,848	)		(2,221	)
Preferred stock dividends		(22	)		—			(22	)		—
Net income		6,135			3,151			9,062			6,080
Common stock dividends		(1,436	)		(1,119	)		(4,285	)		(3,340	)
Other, net		—			—			(1	)		—
Net income		3,721			2,936			12,783			9,016
Balance, end of period	$	(97,~~355~~092	)	$	(1917,~~045~~368	)	$	(97,~~355~~092	)	$	(1917,~~045~~368	)
Other stockholders’ equity, net
Balance, beginning of period	$	(~~658~~765	)	$	(~~875~~1,029	)	$	(657	)	$	(897	)
Other comprehensive loss, net		(~~101~~6	)		(~~191~~74	)		(96102	)		(87161	)
Other, net		(650	)		3741			~~(12~~38	)		(454	)
Balance, end of period	$	(~~765~~721	)	$	(1,~~029~~062	)	$	(~~765~~721	)	$	(1,~~029~~062	)
Total stockholders’ equity	$	3039,~~457~~051		$	1417,~~236~~261		$	3039,~~457~~051		$	1417,~~236~~261
Cash dividends declared per common share	$	0.50		$	0.40		$	1.0050		$	01.8020

See notes to condensed consolidated financial statements.

Table of Contents

ORACLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Six Months Ended November 30,
	Nine Months Ended February 28,
(in millions)	~~2025~~2026			~~2024~~2025
Cash flows from operating activities:
Net income	$	912,~~062~~783		$	69,~~080~~016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		35,~~055~~208			12,~~712~~715
Amortization of intangible assets		~~826~~1,239			1,~~215~~763
Deferred income taxes		~~332~~(295	)		(~~601~~1,097	)
Stock-based compensation		23,~~280~~608			23,~~176~~374
Gains from investments and other, net		(2,~~227~~149	)		~~298~~422
Changes in operating assets and liabilities:
Increase in trade receivables, net		(~~900~~2,201	)		(~~451~~312	)
Decrease in prepaid expenses and other assets		1,~~285~~386			~~676~~603
Decrease in accounts payable and other liabilities		(~~1,366~~821	)		(~~1,143~~633	)
Decrease in income taxes payable		(21,~~608~~651	)		(1,~~685~~222	)
Increase in deferred revenues		~~467~~250			~~454~~35
Net cash provided by operating activities		1017,~~206~~357			814,~~731~~664
Cash flows from investing activities:
Purchases of marketable securities and other investments		(~~634~~1,663	)		(~~636~~838	)
Proceeds from sales and maturities of marketable securities and other investments		4,~~737~~857			~~356~~444
Capital expenditures		(2039,~~535~~170	)		(612,~~273~~135	)
Net cash used for investing activities		(1635,~~432~~976	)		(612,~~553~~529	)
Cash flows from financing activities:
Payments for repurchases of common stock		(95	)		(300	)
Proceeds from issuances of common stock		1,317			520
Proceeds from issuances of common stock		1,308			307
Payments for repurchases of common stock		(95	)		(450	)
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards		(~~109~~111	)		(~~898~~900	)
Payments of dividends to stockholders		(2,848	)		(2,221	)
Proceeds from issuances of mandatory convertible preferred stock, net of issuance costs		4,954			—
Proceeds from (repayments of) commercial paper and other short-term financing, net		886			(396	)
Payments of dividends to stockholders		(4,285	)		(3,340	)
Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs		17,880			11,837
Proceeds from (repayments of) commercial paper and other short-term financing, net		2,279			(396	)
Repayments of senior notes, term loan credit agreements and other borrowings		(2,122	)		(9,700	)
Proceeds from issuances of senior notes, term loan credit agreements and other borrowings, net of issuance costs		44,544			19,548
Other financing activities, net		(203	)		(276	)
Repayments of senior notes, term loan credit agreements and other borrowings		(2,193	)		(9,771	)
Net cash provided by (used for) financing activities		14,697			(1,647	)
Other financing activities, net		(215	)		(299	)
Effect of exchange rate changes on cash and cash equivalents		(16	)		(44	)
Net cash provided by financing activities		46,195			4,912
Net increase in cash and cash equivalents		8,455			487
Effect of exchange rate changes on cash and cash equivalents		93			(95	)
Net increase in cash and cash equivalents		27,669			6,952
Cash and cash equivalents at beginning of period		10,786			10,454
Cash and cash equivalents at end of period	$	1938,~~241~~455		$	1017,~~941~~406
Non-cash investing activities:
Unpaid capital expenditures	$	64,~~849~~506		$	21,~~086~~846

See notes to condensed consolidated financial statements.

Table of Contents

ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~November~~February 3028, ~~2025~~2026

(Unaudited)

BASIS OF PRESENTATION, RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending May 31, 2026. We reclassed certain revenues and other related disclosures to conform to the current period’s presentation for all periods presented in our condensed consolidated statements of operations. Such reclassifications did not affect total revenue, income from operations or net income.

There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026.

Cash, Cash Equivalents and Restricted Cash

Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025 and our condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025 was immaterial.

Remaining Performance Obligations from Contracts with Customers

Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025. The revenues recognized during the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025 that were included in the opening deferred revenues balances as of May 31, 2025 and 2024 were approximately $78.07 billion and $68.96 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial in each of the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively.

Remaining performance obligations were $~~523~~552.36 billion as of ~~November~~February 3028, ~~2025~~2026, of which we expect to recognize approximately 1012% as revenues over the next twelve months, 3031% over the subsequent month 13 to month 36, 35% over the subsequent month 37 to month 60 and the remainder thereafter. We have elected the optional exemption to not disclose the variable consideration for contracts in which the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. Refer to Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for more information about our remaining performance obligations.

Table of Contents

ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

Sales of Financing Receivables

We offer certain of our customers the option to acquire certain of our products and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $~~307~~333 million and $1.14 billion for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, respectively, and $~~266~~306 million and $~~861~~1.2 ~~million~~billion for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, respectively.

Non-Marketable Investments

Our non-marketable debt investments and equity securities and related instruments totaled $~~416~~2.2 ~~million~~billion and $2.1 billion as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, respectively, and ~~are~~substantially all of the balance is included in other non-current assets in the accompanying condensed consolidated balance sheets and ~~are~~is subject to periodic credit losses and impairment reviews. Certain of these non-marketable equity securities and related instruments are adjusted for observable price changes from orderly transactions. The majority of the non-marketable debt and equity investments we held as of May 31, 2025 were with Ampere Computing Holdings LLC (Ampere), an equity method investee. On ~~March~~November 1925, 2025, SoftBank Group Corp. ~~announced~~acquired ~~that it entered into an agreement with Ampere and its equity holders to acquire~~ all of the equity interests of Ampere (the Ampere Acquisition). OnWe ~~November 25, 2025, the Ampere Acquisition was consummated and we~~ received cash proceeds of $4.3 billion in exchange for our equity, debt and call option interests in Ampere in the Ampere Acquisition. We recorded $2.7 billion of realized gain, which is included in the non-operating income (expenses), net line item in our condensed consolidated statements of operations for the ~~three~~nine ~~and six~~ months ended ~~November~~February 3028, ~~2025~~2026. We have no remaining investment in Ampere as of ~~November~~February 3028, ~~2025~~2026. The substantial majority of the non-marketable investments we held as of February 28, 2026 were with TikTok USDS Joint Venture LLC, an equity method investee in which we have an ownership interest of 15% as of February 28, 2026.

Acquisition Related and Other Expenses

Acquisition related and other expenses primarily consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

	Three Months Ended November 30,					Six Months Ended November 30,
	Three Months Ended February 28,					Nine Months Ended February 28,
(in millions)	~~2025~~2026		~~2024~~2025			~~2025~~2026		~~2024~~2025
Transitional and other employee-related costs	$	1—	$	1—		$	1	$	3
Business combination adjustments, net		—		(1	)		5		(54	)
Other, net		20		3127			2949		4673
Total acquisition related and other expenses	$	2120	$	3128		$	3555	$	4472

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~~losses and ~~losses~~gains related to marketable and non-marketable investments, including net ~~gains~~losses and ~~losses~~gains attributable to equity method investments (primarily Ampere) and net other income and expenses, including net 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.~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
(in millions)	2025			2024			2025			2024
Interest income	$	192		$	149		$	295		$	283
Foreign currency losses, net		(28	)		(9	)		(59	)		(59	)
Noncontrolling interests in income		(46	)		(47	)		(93	)		(90	)
Gains (losses) from marketable and non-marketable investments, net		2,493			(108	)		2,441			(177	)
Other income, net		57			51			157			100
Total non-operating income, net	$	2,668		$	36		$	2,741		$	57

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.


	Three Months Ended February 28,						Nine Months Ended February 28,
(in millions)	2026			2025			2026			2025
Interest income	$	196		$	135		$	491		$	418
Foreign currency losses, net		(51	)		(37	)		(110	)		(96	)
Noncontrolling interests in income		(53	)		(48	)		(146	)		(138	)
(Losses) gains from marketable and non-marketable investments, net		(7	)		(59	)		2,434			(236	)
Other income (expenses), net		47			(9	)		203			91
Total non-operating income (expenses), net	$	132		$	(18	)	$	2,872		$	39

Recent Accounting Pronouncements

Income Taxes: In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements.

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and also issued subsequent guidance clarifying the effective date of the initial guidance (collectively, Subtopic 220-40), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. This guidance is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of Subtopic 220-40 on our consolidated financial statements.

Software Development Costs: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which clarifies and modernizes the accounting for internal-use software. ASU 2025-06 is effective for us in the first quarter of fiscal 2029, with early adoption permitted. The standard permits application of the guidance using a prospective, retrospective, or modified transition approach. We are currently evaluating the impact of our pending adoption of ASU 2025-06 on our consolidated financial statements.

FAIR VALUE MEASUREMENTS

We perform fair value measurements in accordance with FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement (ASC 820). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.

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~~November~~February 3028, ~~2025~~2026

(Unaudited)

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

•

Level 1: quoted prices in active markets for identical assets or liabilities;

•

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

•

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above):

	November 30, 2025						May 31, 2025
	February 28, 2026						May 31, 2025
	Fair Value MeasurementsUsing Input Types						Fair Value MeasurementsUsing Input Types
(in millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds	$	1132,~~834~~305	$	—	$	1132,~~834~~305	$	2,220	$	—	$	2,220
Time deposits and other		6663		~~506~~763		~~572~~826		59		526		585
Derivative financial instruments		—		2116		2116		—		54		54
Total assets	$	1132,~~900~~368	$	~~527~~779	$	1233,~~427~~147	$	2,279	$	580	$	2,859
Liabilities:
Derivative financial instruments	$	—	$	—	$	—	$	—	$	26	$	26

Our cash equivalents and marketable securities investments consist of money market funds, time deposits and marketable equity securities. Marketable securities as presented per our condensed consolidated balance sheets included debt securities with original maturities at the time of purchase greater than three months and the remainder of the debt securities were included in cash and cash equivalents. We classify our marketable debt securities as available-for-sale debt securities at the time of purchase and reevaluate such classification as of each balance sheet date. As of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.

Based on the trading prices of the $~~106~~130.19 billion and $90.3 billion of senior notes and other long-term borrowings and the related fair value hedges, if any, that we had outstanding as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges, if any, using Level 2 inputs at ~~November~~February 3028, ~~2025~~2026 and May 31, 2025 were $95118.84 billion and $81.3 billion, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

NOTES PAYABLE AND OTHER BORROWINGS

Senior Notes

In ~~September~~the ~~2025~~first nine months of fiscal 2026, we issued a total of $1843.0 billion par value of ~~fixed-rate~~ senior notes ~~comprising~~comprised of the following:

	November 30, 2025
			February 28, 2026
(Dollars in millions)	~~Amount~~Date ofIssuance		Amount		~~Effective Interest Rate~~	Effective Interest Rate
$3,000, 4.45%, due September 2030	$	3,000			4.55%
Fixed-rate senior notes:
$3,000, 4.80%, due September 2032		3,000			4.87%
$3,000, 4.55%, due February 2029	February 2026		$	3,000		4.74%
$4,000, 5.20%, due September 2035		4,000			5.25%
$3,000, 4.45%, due September 2030	September 2025			3,000		4.55%
$2,500, 5.875%, due September 2045		2,500			5.91%
$3,500, 4.95%, due February 2031	February 2026			3,500		5.08%
$3,500, 5.95%, due September 2055		3,500			6.05%
$3,000, 4.80%, due September 2032	September 2025			3,000		4.87%
$2,000, 6.10%, due September 2065		2,000			6.17%
$3,000, 5.35%, due May 2033	February 2026			3,000		5.42%
Total fixed-rate senior notes	$	18,000
$4,000, 5.20%, due September 2035	September 2025			4,000		5.25%
Unamortized discount/issuance costs		(118	)
$5,000, 5.70%, due February 2036	February 2026			5,000		5.78%
Total fixed-rate senior notes, net	$	17,882
$2,500, 5.875%, due September 2045	September 2025			2,500		5.91%
$2,250, 6.55%, due February 2046	February 2026			2,250		6.59%
$3,500, 5.95%, due September 2055	September 2025			3,500		6.05%
$5,000, 6.70%, due February 2056	February 2026			5,000		6.74%
$2,000, 6.10%, due September 2065	September 2025			2,000		6.17%
$2,750, 6.85%, due February 2066	February 2026			2,750		6.89%
Floating-rate senior notes:
$500, Compounded SOFR plus 1.11%, due February 2029	February 2026			500		4.92%
Total senior notes			$	43,000
Unamortized discount/issuance costs				(251	)
Total senior notes, net			$	42,749

We issued 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. The interest is payable semi-annually for the fixed-rate senior notes and quarterly for the floating-rate senior notes. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions and the payment of an applicable make-whole premium in certain instances.

The senior notes rank pari passu with any other existing and future unsecured and unsubordinated indebtedness of Oracle. All existing and future indebtedness and liabilities of the subsidiaries of Oracle are or will be effectively senior to the senior notes. We were in compliance with all senior notes-related covenants as of ~~November~~February 3028, ~~2025~~2026. 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’ Certificate filed herewith as Exhibit 4.01 and incorporated by reference herein.

There have been no other significant changes in our notes payable or other borrowing arrangements that were disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025. Refer to Note 12 below for subsequent events related to certain of our borrowing arrangements.

RESTRUCTURING ACTIVITIES

Fiscal 2026 Oracle Restructuring Plan

During the first half of fiscal 2026, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2026 Restructuring Plan). The total estimated restructuring costs associated with the 2026 Restructuring Plan are up to $1.6 billion and will be recorded to the restructuring expense line item within our condensed consolidated statements of operations as they are incurred through the end of the plan. We recorded $411 million and $826 million of restructuring expenses in connection with the 2026 Restructuring Plan for the three and six months ended November 30, 2025, respectively. Any changes to the estimates of executing the 2026 Restructuring Plan will be reflected in our future results of operations.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

RESTRUCTURING ACTIVITIES

Fiscal 2026 Oracle Restructuring Plan

During the first nine months of fiscal 2026, our management approved, committed to, initiated and further supplemented plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2026 Restructuring Plan). The total estimated restructuring costs associated with the 2026 Restructuring Plan are up to $2.1 billion and will be recorded to the restructuring expense line item within our condensed consolidated statements of operations as they are incurred through the end of the plan. We recorded $156 million and $982 million of restructuring expenses in connection with the 2026 Restructuring Plan for the three and nine months ended February 28, 2026, respectively. Any changes to the estimates of executing the 2026 Restructuring Plan will be reflected in our future results of operations.

Summary of All Plans

	Accrued		~~Six~~Nine Months Ended ~~November~~February 3028, ~~2025~~2026											Accrued		TotalCosts		TotalExpected
(in millions)	May 31,2025(2)		InitialCosts(3)		Adj. toCost(4)			CashPayments			Others(5)			~~November~~February 3028,~~2025~~2026(2)		Accruedto Date		ProgramCosts
2026 Restructuring Plan(1)
Cloud and software	$	—	$	~~265~~333	$	2224		$	(~~141~~234	)	$	(1	)	$	~~145~~124	$	~~287~~357	$	~~484~~786
Hardware		—		3337		1			(1524	)		—			1914		3438		6783
Services		—		94124		46			(4081	)		—			5849		98130		~~326~~399
Other		—		~~372~~423		3534			(~~259~~354	)		—2			~~148~~105		~~407~~457		~~737~~835
Total 2026 Restructuring Plan	$	—	$	~~764~~917	$	6265		$	(~~455~~693	)	$	(13	)	$	~~370~~292	$	~~826~~982	$	12,~~614~~103
Total other restructuring plans(6)	$	212	$	—	$	(1821	)	$	(8395	)	$	34		$	~~114~~100
Total restructuring plans	$	212	$	~~764~~917	$	44		$	(~~538~~788	)	$	27		$	~~484~~392

(1)

Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.

(2)

As of ~~November~~February 3028, ~~2025~~2026, $~~411~~319 million and $73 million were recorded in other current liabilities and other non-current liabilities, respectively, within our condensed consolidated balance sheets. As of May 31, 2025, substantially all restructuring liabilities have been recorded in other current liabilities within our condensed consolidated balance sheets.

(3)

Costs recorded for the respective restructuring plans during the period presented.

(4)

All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.

(5)

Represents foreign currency translation and certain other non-cash adjustments.

(6)

Other restructuring plans presented in the table above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our condensed consolidated statements of operations was not significant.

DEFERRED REVENUES

Deferred revenues consisted of the following:

(in millions)	November 30,2025		May 31,2025
Cloud	$	3,281	$	2,959
Software		5,668		5,350
Hardware		529		614
Services		462		464
Deferred revenues, current		9,940		9,387
Deferred revenues, non-current (in other non-current liabilities)		1,235		1,346
Total deferred revenues	$	11,175	$	10,733

Deferred cloud revenues, deferred software revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

DEFERRED REVENUES

Deferred revenues consisted of the following:


(in millions)	February 28, 2026		May 31, 2025
Cloud	$	3,394	$	2,959
Software		5,480		5,350
Hardware		495		614
Services		512		464
Deferred revenues, current		9,881		9,387
Deferred revenues, non-current (in other non-current liabilities)		1,301		1,346
Total deferred revenues	$	11,182	$	10,733

LEASES AND OTHER COMMITMENTS

Leases

We have operating and finance leases that primarily relate to ~~certain of~~ our data centers and real estate facilities.

The components of lease expense were as follows:

	Three Months Ended November 30,				Six Months Ended November 30,
	Three Months Ended February 28,				Nine Months Ended February 28,
(in millions)	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Operating lease cost	$	~~632~~725	$	~~408~~440	$	1,~~207~~932	$	~~770~~1,209
Finance lease cost:
Amortization of ROU assets	$	7598	$	—8	$	~~134~~232	$	—8
Interest on lease liabilities		5977		—6		~~107~~184		—6
Total finance lease cost	$	~~134~~175	$	—14	$	~~241~~416	$	—14

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2026

(Unaudited)

Supplemental balance sheet information related to leases was as follows:

(in millions)	~~November~~February 3028,~~2025~~2026		May 31,2025
Operating leases:
Operating lease ROU assets	$	1820,~~393~~817	$	13,145
Operating lease liabilities:
Operating lease liabilities, current	$	2,~~368~~798	$	1,914
Operating lease liabilities, non-current		1618,~~311~~512		11,536
Total operating lease liabilities	$	1821,~~679~~310	$	13,450
Finance leases:
Finance lease ROU assets	$	46,~~875~~060	$	2,874
Finance lease liabilities:
Finance lease liabilities, current	$	~~400~~539	$	257
Finance lease liabilities, non-current		45,~~576~~711		2,677
Total finance lease liabilities	$	46,~~976~~250	$	2,934

Supplemental cash flow information related to leases was as follows:

	Six Months Ended November 30,
	Nine Months Ended February 28,
(in millions)	~~2025~~2026		~~2024~~2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases	$	1,~~220~~741	$	~~755~~1,151
Finance leases	$	~~199~~286	$	—8
ROU assets obtained in exchange for lease obligations:
Operating leases	$	8,837	$	5,404
Finance leases	$	3,419	$	902

AsMaturities of ~~November 30, 2025, we had $248 billion of additional~~ lease ~~commitments,~~liabilities substantially all related to data centers and cloud capacity arrangements, that are generally expected to commence between the third quarter of fiscal 2026 and fiscal 2028 and for terms of fifteen to nineteen years that were ~~not~~as ~~reflected~~follows ~~on our condensed consolidated balance sheets~~ as of ~~November~~February 3028, ~~2025.~~2026 (in millions):

Unconditional Obligations


	Operating Leases			Finance Leases
Remainder of fiscal 2026	$	807		$	154
Fiscal 2027		2,712			535
Fiscal 2028		2,665			551
Fiscal 2029		2,589			567
Fiscal 2030		2,562			584
Fiscal 2031		2,507			601
Thereafter		14,884			6,199
Total lease payments		28,726			9,191
Less: imputed interest		(7,416	)		(2,941	)
Total lease liability	$	21,310		$	6,250

InAs ~~the~~of ~~ordinary~~February ~~course~~28, ~~of business~~2026, we ~~enter~~had ~~into~~$261 ~~certain~~billion ~~unconditional~~of ~~purchase~~additional ~~obligations~~lease ~~with~~commitments, ~~our~~substantially ~~suppliers.~~all ~~These~~related ~~are~~to ~~agreements~~data center arrangements, that are ~~enforceable~~generally expected to commence between the fourth quarter of fiscal 2026 and ~~legally~~fiscal ~~binding~~2028 and ~~specify~~for terms, ~~including:~~of ~~fixed~~fifteen orto ~~minimum~~nineteen ~~quantities~~years that were not reflected on our condensed consolidated balance sheets as

1213

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

toof beFebruary ~~purchased; fixed~~28, ~~minimum or variable price provisions; and the approximate timing of the payment~~2026. AsThese ofadditional ~~November~~lease ~~30,~~commitments ~~2025,~~include ~~our~~a ~~unconditional~~lease ~~purchase~~for ~~and certain other obligations,~~ which ~~were~~we ~~primarily~~have ~~related~~guaranteed up to ~~cloud capacity arrangements, were~~ $102.2 billion. ~~This~~of ~~amount excludes certain routine arrangements that are entered into in~~ the ~~ordinary~~lessor’s ~~course of business~~borrowing, aswhich ~~they~~matures ~~are generally entered into~~ in ~~order~~September ~~to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way or are for terms of less than one year~~2026.

Unconditional Obligations

In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers. These are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. As of February 28, 2026, our unconditional purchase and certain other obligations, which were primarily related to data center power arrangements, were $11 billion.

STOCKHOLDERS’ EQUITY

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). The Mandatory Convertible Preferred Stock has a $100,000 per share liquidation preference and $0.01 per share par value. The proceeds from the issuance of Mandatory Convertible Preferred Stock will be used 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.

Dividends are cumulative at an annual rate of 6.50% on the liquidation preference of $100,000 per share of Mandatory Convertible Preferred Stock and may be paid in cash, shares of our common stock or a combination of cash and shares of our common stock. Dividends that are declared will be payable on January 15, April 15, July 15 and October 15 to holders of record on the January 1, April 1, July 1 and October 1 immediately preceding the relevant dividend payment date.

Unless earlier converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is January 15, 2029, into between 499.8126 and 624.7657 shares of our common stock, depending on the applicable market value of our common stock upon conversion and subject to certain anti-dilution adjustments. The applicable market value of our common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to January 15, 2029.

If a fundamental change occurs on or prior to January 15, 2029, then holders of Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares into shares of our common stock. In that case, the Mandatory Convertible Preferred Stock will convert at the fundamental change conversion rate for a specified period of time and holders will receive a make-whole dividend amount to compensate them for any unpaid accumulated dividends and any remaining future scheduled dividend payments.

Other than during a fundamental change conversion period, at any time prior to January 15, 2029, holders of Mandatory Convertible Preferred Stock may elect to convert all or any portion of their shares at a conversion rate of 499.8126 shares of common stock per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution and other adjustments.

The Mandatory Convertible Preferred Stock will not be redeemable at our election before the mandatory conversion date. The holders of the Mandatory Convertible Preferred Stock will not have any voting rights, with limited exceptions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2026

(Unaudited)

Common 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 sales proceeds of up to $20 billion from time to time through an “at-the-market” offering program (the ATM Program).

Subject to the terms and conditions of the agreement, we may sell shares of common stock through the sales agents listed in the agreement in amounts and at times to be determined by us. In addition, we may elect to sell, through the sales agents or through others (whether acting as agent or principal), shares of our common stock for forward settlement. We are not obligated to sell any of the shares of our common stock under the ATM Program. The proceeds from offerings under the ATM Program, if any, will be used 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. As of February 28, 2026, we have not sold any shares of our common stock under the ATM Program.

Common Stock Repurchases

Our Board of Directors (the Board) has approved a program for us to repurchase shares of our common stock. As of ~~November~~February 3028, ~~2025~~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 during the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and 2.09 million shares for $~~300~~450 million during the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 under the stock repurchase program.

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.

Dividends on Preferred and Common Stock

In ~~December~~March ~~2025~~2026, the Board declared a quarterly cash dividend of $1,263.89 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 ~~January~~April 2315, 2026 to stockholders of record as of the close of business on ~~January~~April 1, 2026 and the common stock dividend is payable on April 24, 2026 to stockholders of record as of the close of business on April 9, 2026. Future declarations of dividends on Oracle stocks and the establishment of future record and payment dates for our common stock are subject to the final determination of the Board.

Fiscal 2026 Stock‑Based Awards Activity and Compensation Expense

During the first ~~half~~nine months of fiscal 2026, we issued 1820 million restricted stock-based units (RSUs) and stock options for 14 million shares of common stock (consisting of 13 million service-based stock options (SOs) and 1 million performance-based stock options (PSOs)). The majority of these awards were part of our annual stock-based award process. All of these awards are subject to service-based vesting restrictions, with the PSOs additionally having performance-based vesting restrictions. These fiscal 2026 stock-based award issuances were partially offset by stock-based award forfeitures and cancellations of 1617 million shares during the first ~~half~~nine months of fiscal 2026.

The SOs were granted atwith an exercise price not less than ~~fair~~the ~~market~~closing ~~value~~share price of our common stock on the grant date, generally become exercisable 25% annually over four years of service, and generally expire ten years from the date of grant. The PSOs were granted atwith an exercise price not less than ~~fair market value and expire ten years from~~ the ~~date~~closing ofshare ~~grant.~~price ~~We estimated the fair values~~ of our ~~SOs~~common ~~and~~stock ~~PSOs~~on ~~using~~ the ~~Black-Scholes-Merton~~grant ~~option-pricing~~date ~~model,~~and ~~which~~expire ~~was~~ten ~~developed~~years ~~for~~from ~~use in estimating~~ the ~~fair~~date ~~values~~ of ~~SOs~~grant. ~~Option~~We ~~valuation~~estimated ~~models, including~~ the ~~Black-Scholes-Merton option-pricing model, require the input of assumptions, including stock price volatility. Changes in the input assumptions can affect the~~ fair ~~value~~values ~~estimates and ultimately how much we recognize as stock-based compensation expense. The RSUs that were granted during the six months ended November 30, 2025 generally vest 25% annually over four years~~ of ~~service and were valued using methodologies of a similar nature as those described in Note 11 of Notes to Consolidated Financial Statements included in~~ our ~~Annual~~SOs ~~Report~~and ~~on Form 10-K for the fiscal year ended May 31, 2025.~~

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~~November~~February 3028, ~~2025~~2026

(Unaudited)

PSOs using the Black-Scholes-Merton option-pricing model, which was developed for use in estimating the fair values of SOs. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of assumptions, including stock price volatility. Changes in the input assumptions can affect the fair value estimates and ultimately how much we recognize as stock-based compensation expense. The RSUs that were granted during the nine months ended February 28, 2026 generally vest 25% annually over four years of service and were valued using methodologies of a similar nature as those described in Note 11 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

Stock-based compensation expense is included in the following operating expense line items in our condensed consolidated statements of operations:

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

(in millions)

~~2025~~2026

~~2024~~2025

~~2025~~2026

~~2024~~2025

Cloud and software

~~151~~171

~~158~~160

~~307~~478

~~299~~459

Hardware

1421

Services

5158

5354

~~100~~158

96150

Sales and marketing

~~185~~212

~~195~~200

~~362~~574

~~356~~556

Research and development

~~668~~785

~~657~~675

12,~~314~~100

1,~~226~~902

General and administrative

99101

~~183~~277

~~185~~286

Total stock-based compensation

1,~~156~~328

1,~~170~~198

23,~~280~~608

23,~~176~~374

INCOME TAXES

Our effective tax rates for each of the periods presented are the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. Our effective tax rates were 315.37% and 79.29% for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, respectively, and 714.19% and 79.39% for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, respectively.

Our net deferred tax assets were $910.96 billion and $10.2 billion as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2024. Our U.S. federal income tax returns have been examined for all years prior to fiscal 2013 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2010, and we are no longer subject to audit for those periods.

Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2024. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001.

We are under audit by the U.S. Internal Revenue Service and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, India, Indonesia, Israel, Italy, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of 16

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof.

Pursuant to the U.S. One, Big, Beautiful Bill Act that was signed into law on July 4, 2025, we recorded a net tax expense of $958 million during the first quarter of fiscal 2026, primarily related to the remeasurement of a deferred tax liability previously recorded during fiscal 2021 as part of the partial realignment of our legal entity structure.

SEGMENT INFORMATION

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officers and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information, including information on segment revenues, significant segment expenses categories and amounts on a segment basis and included within each reported measure of a segment'’s profit or loss, that is regularly provided to our CODMs for their review and assists our CODMs with evaluating the company’s performance and allocating company resources.

We have three businesses—cloud and software (formerly referred to as cloud and license), hardware and services—each of which is comprised of a single operating segment. All three of our businesses market and sell our offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs.

Our cloud and software business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models, including our cloud offerings and our software offerings, which include software license offerings and software support offerings. Cloud revenues are generated from applications and infrastructure offerings that are typically contracted with customers directly, billed to customers either in advance or in arrears, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Our cloud contracts provide customers with access to the latest technological updates as they become available and for which the customer contracted together with related technical support services over the contractual term. Software revenues represent (1) fees earned from granting customers software licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise information technology (IT) environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license contract; and (2) software support revenues, which are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Software support contracts provide customers with technical support services and unspecified license upgrades and enhancements during the term of the support period. In each fiscal year, our cloud and software business’ contractual activities, excluding the impact of timing of booking of large contracts, are typically highest in our fourth fiscal quarter, and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts. Costs associated with our cloud and software business are largely infrastructure- and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

software support revenues, which are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Software support contracts provide customers with technical support services and unspecified license upgrades and enhancements during the term of the support period. In each fiscal year, our cloud and software business’ contractual activities, excluding the impact of timing of booking of large contracts, are typically highest in our fourth fiscal quarter, and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts. Costs associated with our cloud and software business are largely infrastructure- and personnel-related, including the cost of providing our cloud and software offerings, salaries and commissions earned by our sales force for the sale of our cloud and software offerings and marketing program costs.

Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term. Costs 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; 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.

Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies. Costs associated with our services business consist primarily of personnel-related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.

We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment.

~~The following table presents summary results for each of our three businesses:~~18

	Three Months Ended November 30,				Six Months Ended November 30,
(in millions)	2025		2024		2025		2024
Cloud and software:
Revenues	$	13,854	$	12,001	$	26,760	$	23,389
Cloud and software expenses		3,807		2,555		7,225		4,977
Sales and marketing expenses		1,870		1,888		3,668		3,659
Margin(1)	$	8,177	$	7,558	$	15,867	$	14,753
Hardware:
Revenues	$	776	$	728	$	1,446	$	1,383
Hardware products and support expenses		205		161		374		313
Sales and marketing expenses		59		69		113		135
Margin(1)	$	512	$	498	$	959	$	935
Services:
Revenues	$	1,428	$	1,330	$	2,777	$	2,594
Services expenses		1,084		1,080		2,101		2,145
Margin(1)	$	344	$	250	$	676	$	449
Totals:
Revenues	$	16,058	$	14,059	$	30,983	$	27,366
Expenses		7,025		5,753		13,481		11,229
Margin(1)	$	9,033	$	8,306	$	17,502	$	16,137

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

~~non-operating~~The ~~income,~~following ~~net.~~table ~~Refer~~presents tosummary ~~the~~results ~~table below~~ for aeach ~~reconciliation~~ of our ~~total~~three ~~margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.~~businesses:


	Three Months Ended February 28,				Nine Months Ended February 28,
(in millions)	2026		2025		2026		2025
Cloud and software:
Revenues	$	15,033	$	12,136	$	41,793	$	35,525
Cloud and software expenses		4,574		2,690		11,799		7,667
Sales and marketing expenses		1,752		1,817		5,420		5,477
Margin(1)	$	8,707	$	7,629	$	24,574	$	22,381
Hardware:
Revenues	$	714	$	703	$	2,160	$	2,086
Hardware products and support expenses		172		187		546		499
Sales and marketing expenses		57		66		170		201
Margin(1)	$	485	$	450	$	1,444	$	1,386
Services:
Revenues	$	1,443	$	1,291	$	4,220	$	3,885
Services expenses		1,043		1,029		3,143		3,174
Margin(1)	$	400	$	262	$	1,077	$	711
Totals:
Revenues	$	17,190	$	14,130	$	48,173	$	41,496
Expenses		7,598		5,789		21,078		17,018
Margin(1)	$	9,592	$	8,341	$	27,095	$	24,478

(1)

The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating income (expenses), net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our condensed consolidated statements of operations.

The following table reconciles total margin for operating segments to income before income taxes:

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
(in millions)	~~2025~~2026			~~2024~~2025			~~2025~~2026			~~2024~~2025
Total margin for operating segments	$	9,~~033~~592		$	8,~~306~~341		$	1727,~~502~~095		$	1624,~~137~~478
Research and development		(2,~~561~~607	)		(2,~~471~~429	)		(57,~~051~~658	)		(47,~~777~~206	)
General and administrative		(~~409~~389	)		(~~387~~390	)		(~~786~~1,174	)		(~~745~~1,135	)
Amortization of intangible assets		(~~407~~413	)		(~~591~~548	)		(~~826~~1,239	)		(1,~~215~~763	)
Acquisition related and other		(2120	)		(3128	)		(3555	)		(4472	)
Restructuring		(~~406~~153	)		(8463	)		(~~808~~961	)		(~~157~~220	)
Stock-based compensation for operating segments		(~~394~~449	)		(~~414~~422	)		(~~783~~1,231	)		(~~765~~1,186	)
Expense allocations and other, net		(~~104~~97	)		(~~108~~103	)		(~~205~~304	)		(~~223~~327	)
Interest expense		(1,~~057~~180	)		(~~866~~892	)		(13,~~980~~160	)		(12,~~708~~600	)
Non-operating income, net		2,668			36			2,741			57
Non-operating income (expenses), net		132			(18	)		2,872			39
Income before income taxes	$	64,~~342~~416		$	3,~~390~~448		$	914,~~769~~185		$	610,~~560~~008

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2026

(Unaudited)

Disaggregation of Revenues

We have considered information that is regularly reviewed by our CODMs in evaluating financial performance and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our condensed consolidated statements of operations.

The following table is a summary of our total revenues by geographic region:

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

(in millions)

~~2025~~2026

~~2024~~2025

~~2025~~2026

~~2024~~2025

Americas

1011,~~467~~361

89,~~933~~000

2031,~~129~~490

1726,305

EMEA(1)

3,~~760~~964

3,~~381~~421

711,~~240~~204

610,~~609~~029

Asia Pacific

1,~~831~~865

1,~~745~~709

35,~~614~~479

35,~~452~~162

Total revenues

1617,~~058~~190

14,~~059~~130

3048,~~983~~173

2741,~~366~~496

(1)

Comprised of Europe, the Middle East and Africa

The following table presents our software revenues by offerings:

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

(in millions)

~~2025~~2026

~~2024~~2025

~~2025~~2026

~~2024~~2025

Software license

~~939~~1,150

1,~~195~~129

12,~~705~~856

23,~~065~~194

Software support

4,~~938~~969

4,~~869~~797

914,~~893~~861

914,~~765~~562

Total software revenues

56,~~877~~119

65,~~064~~926

1117,~~598~~717

1117,~~830~~756

17The following table presents our cloud revenues by offerings:


	Three Months Ended February 28,				Nine Months Ended February 28,
(in millions)	2026		2025		2026		2025
Cloud applications	$	4,026	$	3,558	$	11,762	$	10,529
Cloud infrastructure		4,888		2,652		12,314		7,240
Total cloud revenues	$	8,914	$	6,210	$	24,076	$	17,769

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~November~~February 3028, ~~2025~~2026

(Unaudited)

10.

The following table presents our cloud revenues by offerings:

	Three Months Ended November 30,				Six Months Ended November 30,
(in millions)	2025		2024		2025		2024
Cloud applications	$	3,898	$	3,503	$	7,736	$	6,971
Cloud infrastructure		4,079		2,434		7,426		4,588
Total cloud revenues	$	7,977	$	5,937	$	15,162	$	11,559

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options and shares issuable under the employee stock purchase plan as applicable pursuant to the treasury stock method and the dilutive effect of Mandatory Convertible Preferred Stock pursuant to the if-converted method. The following table sets forth the computation of basic and diluted earnings per share attributable to common shareholders:

	Three Months Ended November 30,				Six Months Ended November 30,
	Three Months Ended February 28,				Nine Months Ended February 28,
(in millions, except per share data)	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Net income	$	63,~~135~~721	$	32,~~151~~936	$	912,~~062~~783	$	69,~~080~~016
Weighted-average common shares outstanding		2,864		2,790		2,845		2,775
Preferred stock dividends		22		—		22		—
Dilutive effect of employee stock plans		58		79		71		85
Net income available to common shareholders	$	3,699	$	2,936	$	12,761	$	9,016
Dilutive weighted-average common shares outstanding		2,922		2,869		2,916		2,860
Weighted-average common shares outstanding		2,874		2,799		2,855		2,783
Basic earnings per share	$	2.14	$	1.13	$	3.19	$	2.19
Dilutive effect of employee stock plans		38		75		59		82
Diluted earnings per share	$	2.10	$	1.10	$	3.11	$	2.13
Dilutive weighted-average common shares outstanding		2,912		2,874		2,914		2,865
Anti-dilutive stock awards excluded from calculation(1)		16		22		9		23
Basic earnings per share attributable to common shareholders	$	1.29	$	1.05	$	4.47	$	3.24
Diluted earnings per share attributable to common shareholders	$	1.27	$	1.02	$	4.38	$	3.15
Stock awards and shares excluded from calculation(1)		42		22		20		23

(1)

~~These~~Consists ~~stock~~of: ~~awards~~(1) ~~relate to~~ anti-dilutive restricted stock-based awards and stock options, both of which were service-based, as calculated using the treasury stock method, (2) anti-dilutive Mandatory Convertible Preferred Stock as calculated using the if-converted method and (3) contingently issuable shares pursuant to PSO arrangements as the performance conditions were not met. ~~Such~~These excluded shares could be dilutive in the future.

11.

LEGAL PROCEEDINGS

Netherlands Privacy Class Action

On August 14, 2020, The Privacy Collective (TPC), a foundation having its registered office in Amsterdam, filed a purported class action lawsuit against Oracle Nederland B.V, Oracle Corporation and Oracle America, Inc. (the Oracle Defendants), Salesforce.com, Inc. and SFDC Netherlands B.V. in the District Court of Amsterdam. TPC alleges that the Oracle Defendants’ Data Management Platform product violates certain articles of the European Union Charter of Fundamental Rights, the General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act (Telecommunicatiewet). TPC claims damages under a number of categories, including: “immaterial damages” (at a fixed amount of €500 per Dutch internet user); “material damages” (in that the costs of loss of control over personal data should be equated to the market value of the personal data for parties like the Oracle Defendants); compensation for losses suffered due to an alleged data breach (at a fixed amount of €100 per Dutch internet user); and compensation for the costs of the litigation funder (10% to 25% of the compensation awarded); and the (actual) cost of the proceedings and extrajudicial costs.

We filed our defense on March 3, 2021, and on December 29, 2021, the District Court issued a judgment, holding that all of TPC’s claims were deemed inadmissible because of fundamental procedural flaws. TPC filed an appeal with the Court of Appeal in Amsterdam challenging the District Court’s judgment, except for the claims regarding the alleged data breach, which were dropped. On June 18, 2024, the Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. We requested that the Court of Appeal permit an interim appeal to the Dutch Supreme Court and/or the European Court of Justice. On September 24, 2024, the

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~~November~~February 3028, ~~2025~~2026

(Unaudited)

~~the alleged data breach, which were dropped. On June 18, 2024, the~~ Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. We requested that the Court of Appeal permit an interim appeal to the Dutch Supreme Court and/or the European Court of Justice. On September 24, 2024, the Court of Appeal issued a judgment confirming that TPC’s claims are admissible and referred the matter back to the District Court of Amsterdam for a decision on the merits of TPC’s claims, including TPC’s claims for damages under article 82 of the GDPR. The Court of Appeal also granted Oracle’s request for an interim appeal to the Supreme Court, appealing the June 18 and September 24, 2024 judgments.

Oracle filed its statement of appeal with the Dutch Supreme Court on December 20, 2024, and TPC appeared in the proceedings on January 31, 2025. The filing of the Supreme Court appeal effectively suspended proceedings before the District Court pursuant to applicable procedural rules. TPC filed its statement of defense in response to our Supreme Court appeal and a counter appeal on February 27, 2025. Oracle filed its statement of defense to the counter appeal on March 28, 2025. TPC and Oracle filed their written submissions setting out their detailed arguments on July 18, 2025. The parties filed their respective further written replies and rejoinders on August 28, 2025. A hearing on this matter was held on September 26, 2025. ~~The~~As ~~Advocate General is~~ scheduled, ~~to provide an opinion to the court~~ on ~~or before~~ January 30, 2026., Onthe ~~September~~Advocate ~~24,~~General ~~2025,~~handed ~~TPC~~down ~~filed~~ a ~~motion~~non-binding inopinion advising the ~~District~~Supreme Court to ~~lift~~dismiss ~~the~~Oracle’s ~~suspension~~grounds of ~~proceedings~~appeal and to uphold TPC’s appeal in part. On ~~September~~March 256, ~~2025~~2026, ~~Oracle~~we ~~opposed~~filed ~~that~~a ~~motion~~response to the opinion. The ~~court~~Supreme ~~has~~Court’s ~~not~~judgment ~~yet~~is ~~ruled~~scheduled to be issued on ~~that~~June ~~motion~~28, 2026.

On September 24, 2025, TPC filed a motion in the District Court to lift the suspension of proceedings. On September 25, 2025, Oracle opposed that motion. The court has not yet ruled on that motion.

We believe that we have meritorious defenses against this action, including defenses to the quantum of damages claimed, and we will continue to vigorously defend it.

While the final outcome of this matter cannot be predicted with certainty ~~and we cannot estimate a range of loss at this time~~, we do not believe that it will have a material impact on our financial position or results of operations.

Securities Class Action Regarding Oracle Cloud Infrastructure

On February 3, 2026, a putative class action, brought by an alleged stockholder of Oracle, was filed in the U.S. District Court for the District of Delaware against us, our Chief Technology Officer, our two Chief Executive Officers, two other Oracle executives, and one member of the Board. The plaintiff alleges that defendants made or are responsible for false and misleading statements regarding Oracle’s cloud infrastructure business. The plaintiff seeks a ruling that this case may proceed as a class action and seeks damages and attorneys’ fees and costs. The court has not yet set a schedule for defendants to respond to the plaintiff’s complaint.

We believe that we have meritorious defenses against this action, and we will continue to vigorously defend it.

While the final outcome of this matter cannot be predicted with certainty, we do not believe that it will have a material impact on our financial position or results of operations.

Other Litigation

We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.

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ORACLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

February 28, 2026

(Unaudited)

12.

SUBSEQUENT EVENTS

Revolving Credit Agreement

On March 6, 2026, Oracle terminated its existing $6.0 billion, five-year revolving credit agreement among Oracle, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which was originally scheduled to terminate on March 8, 2027. On March 6, 2026, Oracle entered into a new $10.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement) among Oracle, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which provides for an unsecured $10.0 billion, five-year revolving credit facility (the Revolving Facility) to Oracle for working capital purposes and for other general corporate purposes.

Subject to certain conditions stated in the Revolving Credit Agreement, Oracle may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 6, 2031, unless the commitments are terminated earlier either at the request of Oracle or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term Secured Overnight Financing Rate (SOFR)-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to Oracle’s long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis point to 50.0 basis points, depending on the same such credit rating, each as set forth in the Revolving Credit Agreement.

The Revolving Credit Agreement contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the Revolving Credit Agreement) of Oracle and its subsidiaries shall not be less than 3.0 to 1.0 at the end of any fiscal quarter during the period that the Revolving Credit Agreement is effective. If an event of default occurs under the Revolving Credit Agreement and is not cured within applicable grace periods or waived, any unpaid amounts under the Revolving Credit Agreement may be declared immediately due and payable and the commitments under the agreement may be terminated.

At this time, Oracle has not borrowed any funds under the Revolving Credit Agreement.

Commercial Paper Program

On March 6, 2026, Oracle increased its commercial paper program to $10.0 billion. Our commercial paper program allows us to issue and sell unsecured short-term promissory notes pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas.

As of February 28, 2026, $3.8 billion of commercial paper notes are outstanding under the commercial paper program.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Quarterly 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). Forward-looking statements may appear throughout this Quarterly Report and include, among other things, statements regarding our future operations, financial condition and prospects, and business strategies; our expectation that, on a constant currency basis, our total cloud and software revenues generally will continue to increase due to expected growth in our cloud revenues and continued demand for our software offerings; our expectation that substantially all of our customers will renew their software support contracts upon expiration; our expectation that current and expected customer demand will require continued growth in our cloud and software expenses and capital expenditures in order to increase our existing data center capacity and establish additional data centers in new geographic locations; our expectation that the proportion of our cloud revenues relative to our total revenues will continue to increase; the sufficiency of our sources of funding, including future sales of our common stock under the at-the-market offering program and uses of such funds for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock repurchases, debt repayments and other matters; our belief that we have adequately provided under United States (U.S.) generally accepted accounting principles for outcomes related to our tax audits, that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations and that our net deferred tax assets will likely be realized in the foreseeable future; our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in losses that are materially in excess of amounts already recognized, if any; the timing and amount of expenses we expect to incur; declarations and amounts of future cash dividend payments and the timing and amount of future stock repurchases; our ability to manage dilution associated with our at-the-market offering program; our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements; our ability to predict revenues and margins; and the amounts and percentages of remaining performance obligations that we expect to recognize as revenues over respective future periods. These and other 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 have based these forward-looking statements on our current expectations and projections about future events. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

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 in documents we file from time to time with the U.S. Securities and Exchange Commission (the SEC), including in Part 1, Item 1A beginning on page 17 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 as well as in other sections of such report and our other Quarterly Reports on Form 10-Q filed ~~or to be filed~~ by us in our fiscal year 2026, which runs from June 1, 2025 to May 31, 2026. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations and other portions of this Quarterly Report should be read in conjunction with those filings.

Business Overview

Oracle provides products and services that address enterprise information technology (IT) needs. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include cloud-based, on-premise and hybrid deployments (an approach that combines both cloud-based and on-premise deployments). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes, 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 a single operating segment. The descriptions set forth below as a part of this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Note 9 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly 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 Officers and Chief Technology Officer, view our operating results and allocate resources.

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Cloud and Software Business

Our cloud and software business, which represented 86% of our total revenues on a trailing four-quarter basis, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and software offerings. Revenue streams included in our cloud and software business are:

•

Cloud revenues, which are earned by providing customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that customers access by entering into a subscription agreement with us for a stated period. Oracle Cloud Applications and Oracle Cloud Infrastructure (collectively Oracle Cloud Services) arrangements are billed in advance or in arrears of the cloud services being delivered and 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

•

Software revenues, which include:

software license revenues, which are earned by providing 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 software license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct software licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large software license transactions can substantially affect our quarterly software license revenues due to the point-in-time nature of revenue recognition for software license transactions, which is different than the typical revenue recognition pattern for our cloud and software support revenues in which revenues are recognized over time. Software license customers have the option to purchase and renew software support contracts, as further described below; and

software support revenues, which are earned by providing Oracle software support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. 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. Software support contracts are generally: priced as a percentage of the net fees paid by the customer to purchase a software license; billed in advance of the support services being performed; renewed at the customer’s option; and recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year.

Providing choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies are important elements of our corporate strategy. In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services has increased. To address customer demand and enable customer choice, we have certain programs for customers to pivot their applications and infrastructure software licenses and the related software support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud revenues relative to our total revenues has increased and we expect this trend to continue. Cloud revenues represented 5052% and 4950% of our total revenues for the three- and ~~six~~nine-month periods ended ~~November~~February 3028, ~~2025~~2026, respectively, and 4244% and 43% of our total revenues for ~~each of~~ the three- and ~~six~~nine-month periods ended ~~November~~February 3028, ~~2024~~2025, respectively.

Our cloud and software business’ revenue growth is affected by many factors, including the strength of general economic and business conditions, including the effects of inflation, tariffs and trade policy, geopolitical conditions and other macroeconomic factors on customer demand; governmental budgetary constraints; the strategy for and competitive position of our offerings; customer satisfaction with our offerings; the continued renewal of our cloud and software support customer contracts by the customer contract base; substantially all customers continuing to ~~purchase software support contracts in connection with their license purchases; the pricing of software support~~

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purchase software support contracts in connection with their license purchases; the pricing 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 manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations.

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

•

expected growth in our cloud offerings; and

•

continued demand for our software offerings.

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

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 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 trade policy and other factors.

Hardware Business

Our hardware business, which represented 5% of our total revenues on a trailing four-quarter basis, 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.

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~~

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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.

Services Business

Our services business, which represented 9% of our total revenues on a trailing four-quarter basis, 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). Our services business has lower margins than our cloud and 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 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 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.

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 of income taxes and non-marketable investments.

During the first ~~half~~nine months of fiscal 2026, there were no significant changes to our critical accounting estimates. Refer to “Critical Accounting Estimates” under Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for a more complete discussion of our critical accounting estimates.

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 condensed consolidated statements of operations that are not directly attributable to our three businesses.

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In addition, we discuss below the results of each of our three businesses—cloud and 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 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 9 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for 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 condensed consolidated statements of operations for all periods presented.

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 Quarterly 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 ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, our financial statements would reflect reported revenues of $1.1618 million in the first ~~half~~nine months of fiscal 2026 (using 1.1618 as the applicable average exchange rate for the period) and $1.0605 million in the first ~~half~~nine months of fiscal 2025 (using 1.0605 as the applicable average exchange rate for the period). The constant currency presentation, however, would translate the results for each of the first ~~half~~nine months of fiscal 2026 and 2025 using the May 31, 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.

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Total Revenues and Operating Expenses

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
Total Revenues by Geography:
Americas	$	1011,~~467~~361	1726%	1725%	$	89,~~933~~000	$	2031,~~129~~490	1620%	1619%	$	1726,305
EMEA(1)		3,~~760~~964	1116%	6%		3,~~381~~421		711,~~240~~204	1012%	45%		610,~~609~~029
Asia Pacific		1,~~831~~865	59%	7%		1,~~745~~709		35,~~614~~479	56%	56%		35,~~452~~162
Total revenues		1617,~~058~~190	1422%	1318%		14,~~059~~130		3048,~~983~~173	1316%	1214%		2741,~~366~~496
Total Operating Expenses		11,~~327~~726	1520%	1418%		9,~~839~~772		2133,~~975~~700	1517%	1415%		1928,~~155~~927
Total Operating Margin	$	45,~~731~~464	1225%	919%	$	4,~~220~~358	$	914,~~008~~473	1015%	711%	$	812,~~211~~569
Total Operating Margin %	2932%				3031%		2930%				30%
% Revenues by Geography:
Americas	6566%				64%		6566%				63%
EMEA	2423%				24%		23%				24%
Asia Pacific	11%				12%		1211%				13%
Total Revenues by Business:
Cloud and software	$	1315,~~854~~033	1524%	1420%	$	12,~~001~~136	$	2641,~~760~~793	1418%	1316%	$	2335,~~389~~525
Hardware		~~776~~714	72%	5-2%		~~728~~703		12,~~446~~160	54%	31%		12,~~383~~086
Services		1,~~428~~443	712%	68%		1,~~330~~291		24,~~777~~220	79%	67%		23,~~594~~885
Total revenues	$	1617,~~058~~190	1422%	1318%	$	14,~~059~~130	$	3048,~~983~~173	1316%	1214%	$	2741,~~366~~496
% Revenues by Business:
Cloud and software	8688%				86%		8687%				86%
Hardware	54%				5%		54%				5%
Services	98%				9%		9%				9%

(1)

Comprised of Europe, the Middle East and Africa

Total revenues increased by $23.01 billion and $3.6.7 billion in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. These increases in reported currency were due to a $12.9 billion and a $36.43 billion increase in cloud and software revenues, a $4811 million and a $6374 million increase in hardware revenues and a $98152 million and a $~~183~~335 million increase in services revenues, in each case during the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year period. The increase in our cloud and software business revenues was primarily due to growth in our cloud revenues as customers purchased our applications and infrastructure technologies and also renewed their related cloud contracts. In constant currency, cloud applications contributed 1915% and 2018% and cloud infrastructure contributed 8185% and 8082% to the growth in cloud revenues in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively. In our hardware business, the increase in revenues ~~in the fiscal 2026 periods presented~~ was primarily due to the growth in revenues from our Oracle Exadata and certain other strategic hardware product offerings, partially offset by the continued emphasis we placed on the marketing and sale of our growing cloud-based infrastructure technologies. In our services business, the increase in revenues ~~in the fiscal 2026 periods presented~~ was attributable to an increase in our consulting services revenues. The Americas region contributed 8287% and 8586%, and the EMEA region contributed 118% and 9% to the constant currency total revenue growth during the third quarter and the first nine months of fiscal 2026, respectively, and the Asia Pacific region contributed 75% ~~and 6%~~ to the constant currency total revenue growth during ~~the~~each ~~second~~of ~~quarter and~~ the ~~first half of~~ fiscal 2026, ~~respectively~~periods presented.

Total GAAP operating expenses increased by $12.50 billion and $24.8 billion in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. The increase in GAAP operating expenses in reported currency was primarily due to a $1.29 billion and a $24.31 billion increase in cloud and software expenses primarily due to higher infrastructure expenses; a $~~322~~178 million and a $~~651~~452 million increase in ~~restructuring expenses; a $90 million and a $274 million increase in~~ research and development expenses primarily due to an increase in ~~computer equipment and~~ employee-related expenses, including stock-based compensation; aexpenses ~~$43 million~~ and aan ~~$60 million~~ increase in ~~hardware~~computer equipment expenses; and a $2290 million and a $41741 million increase in ~~general~~restructuring ~~and administrative~~ expenses, in each case during the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year period. These increases in GAAP operating expenses in reported currency were partially offset by a $~~184~~135 million and a $~~389~~524 million decrease in expenses for the amortization of intangible assets as certain of our assets were fully amortized; a $41 million and a $15 million decrease in sales and marketing expenses primarily due to a decrease in employee-related expenses; and a $10 million and a $9 million decrease in

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~~acquisition related and other expenses, in each case during~~ the ~~second~~amortization ~~quarter~~of ~~and~~intangible ~~the~~assets ~~first~~as ~~half~~certain of ~~fiscal~~our ~~2026,~~assets ~~respectively,~~were ~~relative~~fully toamortized; ~~the~~and ~~corresponding~~a ~~prior~~$67 ~~year~~million ~~periods.~~and ~~The~~an ~~increase in GAAP expenses in reported currency for the first half of fiscal 2026 was also partially offset by a~~ $4682 million decrease in ~~services~~sales ~~expenses,~~and ~~relative~~marketing ~~to the corresponding prior year period~~expenses.

Our total operating margin increased in the fiscal 2026 periods presented, relative to the corresponding prior year periods, due to higher revenues as discussed above. Total margin as a percentage of revenues ~~decreased~~increased in the ~~fiscal~~third ~~2026~~quarter ~~periods~~of ~~presented~~fiscal 2026, relative to the corresponding prior year ~~periods~~period, due to higher ~~expenses~~revenues as discussed above. Total margin as a percentage of revenues remained flat in the first nine months of fiscal 2026, relative to the corresponding prior year period.

Supplemental Disclosure Related to Certain Charges

To supplement our condensed 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 combination accounting adjustments and expenses related to acquisitions and certain other expenses, including stock-based compensation, that affected our GAAP net income:

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

(in millions)

~~2025~~2026

~~2024~~2025

~~2025~~2026

~~2024~~2025

Amortization of intangible assets(1)

~~407~~413

~~591~~548

~~826~~1,239

1,~~215~~763

Acquisition related and other(2)

2120

3128

3555

4472

Restructuring(3)

~~406~~153

8463

~~808~~961

~~157~~220

Stock-based compensation, operating segments(4)

~~394~~449

~~414~~422

~~783~~1,231

~~765~~1,186

Stock-based compensation, R&D and G&A(4)

~~762~~879

~~756~~776

12,~~497~~377

12,~~411~~188

Income tax effects(5)

(~~1,527~~412

)

(~~820~~542

)

(2,~~131~~543

)

(12,~~500~~042

)

~~463~~1,502

1,~~056~~295

13,~~818~~320

23,~~092~~387

(1)

Represents the amortization of intangible assets, all of which were acquired in connection with our acquisitions. As of ~~November~~February 3028, ~~2025~~2026, estimated future amortization related to intangible assets was as follows (in millions):

Remainder of fiscal 2026	$	~~812~~421
Fiscal 2027		~~672~~729
Fiscal 2028		~~635~~692
Fiscal 2029		~~561~~618
Fiscal 2030		~~522~~580
Fiscal 2031		~~332~~375
Thereafter		226
Total intangible assets, net	$	3,~~760~~641

(2)

Acquisition related and other expenses consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net.

(3)

Restructuring expenses in the fiscal 2026 periods presented primarily related to employee severance in connection with the Fiscal 2026 Oracle Restructuring Plan (2026 Restructuring Plan). Restructuring expenses in the fiscal 2025 periods presented 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,” in Note 4 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and in Note 7 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

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(4)

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

	Three Months Ended November 30,				Six Months Ended November 30,
	Three Months Ended February 28,				Nine Months Ended February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Cloud and software	$	~~151~~171	$	~~158~~160	$	~~307~~478	$	~~299~~459
Hardware		78		8		1421		1421
Services		5158		5354		~~100~~158		96150
Sales and marketing		~~185~~212		~~195~~200		~~362~~574		~~356~~556
Stock-based compensation, operating segments		~~394~~449		~~414~~422		~~783~~1,231		~~765~~1,186
Research and development		~~668~~785		~~657~~675		12,~~314~~100		1,~~226~~902
General and administrative		94		99101		~~183~~277		~~185~~286
Total stock-based compensation	$	1,~~156~~328	$	1,~~170~~198	$	23,~~280~~608	$	23,~~176~~374

(5)

For all periods presented, the applicable jurisdictional tax rates were 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; and for the first ~~half~~nine months of fiscal 2026, after excluding the impact of the U.S. One, Big, Beautiful Bill Act related to the remeasurement of a deferred tax liability. These adjustments resulted in effective tax rates of 2017.85% and 2019.7%, instead of 315.37% and 79.29%, for the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, and 2019.19% and 19.57%, instead of 714.19% and 79.39%, for the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2025, respectively, which in each case represented our effective tax rates as derived per our condensed consolidated statements of operations.

Cloud and Software Business

Our cloud and software business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle Cloud offerings; and software offerings, which include Oracle software license offerings and Oracle software support offerings. Our cloud offerings 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 offerings are generally recognized ratably over the contractual term, which is generally one to five years, or in the case of usage model contracts, as the cloud offerings are consumed. Software 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. Software support revenues are typically generated through the sale of applications and infrastructure software support contracts related to software 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 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.

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	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
Cloud and Software Revenues:
Americas	$	910,~~164~~117	1829%	1828%	$	7,~~773~~862	$	1727,~~666~~782	1721%	1721%	$	1522,~~089~~951
EMEA		3,~~170~~362	1317%	76%		2,~~815~~877		69,~~112~~473	1113%	6%		58,~~502~~378
Asia Pacific		1,~~520~~554	811%	109%		1,~~413~~397		24,~~982~~538	78%	78%		24,~~798~~196
Total revenues		1315,~~854~~033	1524%	1420%		12,~~001~~136		2641,~~760~~793	1418%	1316%		2335,~~389~~525
Expenses:
Cloud and software(1)		34,~~807~~574	4970%	4867%		2,~~555~~690		711,~~225~~799	4554%	4552%		47,~~977~~667
Sales and marketing(1)		1,~~870~~752	-14%	-27%		1,~~888~~817		35,~~668~~420	0-1%	-13%		35,~~659~~477
Total expenses(1)		56,~~677~~326	2840%	2737%		4,~~443~~507		1017,~~893~~219	2631%	2529%		813,~~636~~144
Total Margin	$	8,~~177~~707	814%	710%	$	7,~~558~~629	$	1524,~~867~~574	810%	68%	$	1422,~~753~~381
Total Margin %	5958%				63%		59%				63%
% Revenues by Geography:
Americas	6667%				65%		66%				6465%
EMEA	23%				2324%		23%				2423%
Asia Pacific	1110%				1211%		11%				12%
Revenues by Offerings:
Cloud applications	$	34,~~898~~026	1113%	11%	$	3,~~503~~558	$	711,~~736~~762	1112%	10%	$	610,~~971~~529
Cloud infrastructure		4,~~079~~888	6884%	6681%		2,~~434~~652		712,~~426~~314	6270%	6168%		47,~~588~~240
Software license		~~939~~1,150	~~-21~~2%	-232%		1,~~195~~129		12,~~705~~856	-1711%	-1913%		23,~~065~~194
Software support		4,~~938~~969	14%	0%		4,~~869~~797		914,~~893~~861	12%	0%		914,~~765~~562
Total revenues	$	1315,~~854~~033	1524%	1420%	$	12,~~001~~136	$	2641,~~760~~793	1418%	1316%	$	2335,~~389~~525

(1)

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.

Our cloud and software business’ total revenues increased by $12.9 billion and $36.43 billion in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods, primarily due to an increase in cloud revenues as customers purchased our applications and infrastructure technologies and renewed their related cloud contracts. InExcluding ~~constant~~the favorable impact of currency rate fluctuations of 4% in the third quarter of fiscal 2026 and 2% in the first nine months of fiscal 2026, cloud applications contributed 1915% and 2018% and cloud infrastructure contributed 8185% and 8082% to the constant currency growth in cloud revenues in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively. The Americas region contributed 8087% and 8284%, the EMEA region contributed 128% and 1110% and the Asia Pacific region contributed 85% and 76% to the constant currency revenue growth for this business during the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively.

Our cloud and software business’ total expenses increased by $1.28 billion and $24.31 billion in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the unfavorable effects of currency rate fluctuations of 13% in ~~each of~~ the ~~second~~third quarter of fiscal 2026 and 2% in the first ~~half~~nine months of fiscal 2026, the constant currency increase in expenses was primarily due to a $1.28 billion and a $23.19 billion increase in infrastructure expenses in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Our cloud and software expenses have grown in recent periods, and we expect this trend to continue during fiscal 2026 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 the fiscal 2026 periods presented, relative to the corresponding prior year periods, due to increases in total revenues for this business as discussed above. Total margin as a percentage of revenues in constant currency decreased in the fiscal 2026 periods presented, relative to the corresponding prior year periods, due to an increase in total expenses ~~for~~driven ~~this~~by ~~business~~higher asinfrastructure ~~discussed~~expenses ~~above~~to support growth in our cloud infrastructure offering.

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Hardware 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.

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
Hardware Revenues:
Americas	$	~~410~~328	17-6%	16-7%	$	~~350~~348	$	~~725~~1,053	137%	136%	$	~~639~~987
EMEA		~~225~~236	212%	-32%		~~222~~211		~~426~~663	-23%	-64%		~~435~~646
Asia Pacific		~~141~~150	-94%	-82%		~~156~~144		~~295~~444	-52%	-52%		~~309~~453
Total revenues		~~776~~714	72%	5-2%		~~728~~703		12,~~446~~160	54%	31%		12,~~383~~086
Expenses:
Hardware products and support(1)		~~205~~172	27-7%	25-11%		~~161~~187		~~374~~546	199%	176%		~~313~~499
Sales and marketing(1)		5957	-1514%	-1618%		6966		~~113~~170	-1615%	-17%		~~135~~201
Total expenses(1)		~~264~~229	15-9%	-13%		~~230~~253		~~487~~716	92%	70%		~~448~~700
Total Margin	$	~~512~~485	38%	24%	$	~~498~~450	$	~~959~~1,444	34%	12%	$	~~935~~1,386
Total Margin %	6668%				6864%		6667%				6866%
% Revenues by Geography:
Americas	5346%				4850%		5049%				4647%
EMEA	2933%				3130%		3031%				3231%
Asia Pacific	1821%				2120%		20%				22%

(1)

Total hardware revenues increased by $4811 million and $6374 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the favorable impact of currency rate fluctuations of 24% in ~~each~~the third quarter of fiscal 2026, the ~~second~~constant ~~quarter~~currency decrease in hardware revenues was primarily due to our continued emphasis on the marketing and sale of our cloud-based infrastructure technologies, which resulted in reduced sales volumes of certain of our hardware product lines and also impacted the volume of hardware support contracts sold in recent periods. Excluding the favorable impact of currency rate fluctuations of 3% in the first ~~half~~nine months of fiscal 2026, the constant currency increase in hardware revenues was primarily due to growth in revenues from our Oracle Exadata and certain other strategic hardware product offerings ~~for~~in the ~~fiscal~~first ~~2026~~nine ~~periods~~months ~~presented~~of fiscal 2026, relative to the corresponding prior year ~~periods~~period. ~~The~~In the third quarter of fiscal 2026, the constant currency ~~increase~~decrease in hardware revenues in the Americas region was partially offset by a constant currency ~~decrease~~increase in hardware revenues in the EMEA and the Asia Pacific regions, while in the ~~fiscal 2026 periods presented.~~

Total hardware expenses increased by $34 million and $39 million in reported currency in the second quarter and the first half of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the unfavorable currency rate fluctuations effect of 2% in each of the second quarter and the first half of fiscal 2026, the constant 33

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~~currency~~first ~~increase~~nine inmonths ~~hardware~~of ~~expenses~~fiscal ~~was~~2026, ~~due~~the toconstant acurrency ~~$40 million and a $55 million~~ increase in hardware ~~product~~revenues ~~and~~in ~~support~~the ~~costs,~~Americas region was partially offset by a ~~$11~~constant ~~million~~currency ~~and a $24 million~~ decrease in ~~sales~~hardware ~~and~~revenues ~~marketing~~in ~~expenses, during~~ the ~~second~~EMEA ~~quarter~~ and the ~~first~~Asia ~~half~~Pacific ~~of fiscal 2026, respectively, relative to the corresponding prior year periods~~regions.

InTotal ~~constant~~hardware ~~currency,~~expenses ~~our~~decreased ~~hardware~~by ~~business’~~$24 ~~total~~million ~~margin~~and increased by $16 million in reported currency in the third quarter and the first nine months of fiscal 2026, ~~periods presented~~respectively, relative to the corresponding prior year periods,. ~~due~~Excluding tothe ~~higher~~unfavorable ~~total~~currency ~~revenues~~rate ~~for~~fluctuations ~~this~~effect ~~business~~of as4% ~~described~~in ~~above.~~the ~~Total~~third ~~margin~~quarter asof afiscal ~~percentage~~2026, ofthe ~~revenues~~constant currency decrease in ~~constant~~hardware ~~currency~~expenses ~~for~~was ~~our~~due to a $22 million decrease in hardware ~~business~~product ~~decreased~~and support costs and a $12 million decrease in sales and marketing expenses during the ~~fiscal~~third ~~2026~~quarter ~~periods~~of ~~presented~~fiscal 2026, relative to the corresponding prior year ~~periods~~period. Excluding the unfavorable currency rate fluctuations effect of 2% in the first nine months of fiscal 2026, hardware expenses remained flat due to ~~higher~~the ~~total~~constant ~~expenses~~currency ~~for~~increase ~~this~~in ~~business~~hardware asproduct ~~described~~and ~~above~~support costs, offset by the constant currency decrease in sales and marketing expenses.

In constant currency, our hardware business’ total margin and total margin as a percentage of revenues increased in the fiscal 2026 periods presented, relative to the corresponding prior year periods, due to lower total expenses 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 customer success 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.

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
Services Revenues:
Americas	$	~~893~~916	1016%	1015%	$	~~810~~790	$	12,~~738~~655	1012%	1012%	$	12,~~577~~367
EMEA		~~365~~366	610%	0%		~~344~~333		~~702~~1,068	46%	-1%		~~672~~1,005
Asia Pacific		~~170~~161	-35%	-26%		~~176~~168		~~337~~497	-23%	-13%		~~345~~513
Total revenues		1,~~428~~443	712%	68%		1,~~330~~291		24,~~777~~220	79%	67%		23,~~594~~885
Total Expenses(1)		1,~~084~~043	01%	-12%		1,~~080~~029		23,~~101~~143	-21%	-3%		23,~~145~~174
Total Margin	$	~~344~~400	3853%	3548%	$	~~250~~262	$	~~676~~1,077	51%	48%	$	~~449~~711
Total Margin %	2428%				1920%		2426%				1718%
% Revenues by Geography:
Americas	6264%				61%		63%				61%
EMEA	2625%				26%		25%				26%
Asia Pacific	1211%				13%		12%				13%

(1)

Excludes stock-based compensation and certain 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.

Total services revenues increased by $98152 million and $~~183~~335 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the favorable impact of currency rate fluctuations of 14% in ~~each of~~ the ~~second~~third quarter of fiscal 2026 and 2% in the first ~~half~~nine months of fiscal 2026, the increase in services revenues was primarily due to increases in our consulting services revenues in the fiscal 2026 periods presented, relative to the corresponding prior year periods. The constant currency increase in services revenues in the Americas ~~and~~region ~~the EMEA regions~~ was partially offset by a constant currency decrease in services revenues in the ~~Asia~~EMEA ~~Pacific~~and ~~region in~~ the ~~second~~Asia ~~quarter~~Pacific ofregions ~~fiscal~~in ~~2026. In~~ the ~~first half of~~ fiscal 2026, ~~the~~periods ~~constant currency increase in services revenues in the Americas region was partially offset by a constant currency decrease in services revenues in the EMEA and the Asia Pacific regions~~presented.

Total services expenses increased by $414 million and decreased by $4431 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the unfavorable effects of currency rate fluctuations of 13% in ~~each of~~ the ~~second~~third quarter of fiscal 2026 and 2% in the first ~~half~~nine months of fiscal 2026, the constant currency decrease in services expenses was primarily due to a $1036 million decrease in employee-related expenses for the second quarter of fiscal 2026 and a $45 million decrease in bad debt expenses for the first half of fiscal 2026, in each case relative to the corresponding prior year period.

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Inmillion ~~constant~~and ~~currency,~~a ~~our~~$23 ~~services~~million ~~business’~~decrease ~~total~~in ~~margin~~employee-related ~~and~~expenses ~~total~~for ~~margin~~the asthird aquarter ~~percentage~~and offirst ~~revenues~~nine ~~increased~~months inof ~~the~~ fiscal 2026 ~~periods presented~~, relative to the corresponding prior year periods,. ~~due~~A $44 million decrease in bad debt expenses contributed to ~~higher~~the ~~total~~constant ~~revenues~~currency ~~and~~decrease ~~lower~~in ~~total~~services expenses ~~for~~in ~~this~~the ~~business~~first nine months of fiscal 2026, relative to the corresponding prior year period.

In constant currency, our services business’ total margin and total margin as a percentage of revenues increased in the fiscal 2026 periods presented, relative to the corresponding prior year periods, 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.

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
Research and development(1)	$	1,~~893~~822	4%	43%	$	1,~~814~~754	$	35,~~737~~558	5%	54%	$	35,~~551~~304
Stock-based compensation		~~668~~785	216%	216%		~~657~~675		12,~~314~~100	710%	710%		1,~~226~~902
Total expenses	$	2,~~561~~607	47%	47%	$	2,~~471~~429	$	57,~~051~~658	6%	6%	$	47,~~777~~206
% of Total Revenues	1615%				1817%		16%				18%

(1)

Excluding stock-based compensation

Total research and development expenses increased by $90178 million and $~~274~~452 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the ~~favorable~~unfavorable effects of currency rate fluctuations of less than 1% in each of the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, the constant currency increase in research and development expenses was primarily due to a $49163 million and ~~an $87 million increase in computer equipment expenses and~~ a $43343 million ~~and a $180 million~~ increase in employee-related expenses, including stock-based compensation, in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. A $92 million increase in computer equipment expenses further contributed to the constant currency increase in research and development expenses in the first nine months of fiscal 2026.

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

	Three Months Ended November 30,						Six Months Ended November 30,
	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025		~~2025~~2026		Actual	Constant	~~2024~~2025
General and administrative(1)	$	~~315~~295	92%	8-1%	$	~~288~~289	$	~~603~~897	86%	74%	$	~~560~~849
Stock-based compensation		94	-57%	-57%		99101		~~183~~277	-13%	-13%		~~185~~286
Total expenses	$	~~409~~389	60%	5-2%	$	~~387~~390	$	~~786~~1,174	53%	52%	$	~~745~~1,135
% of Total Revenues	32%				3%		32%				3%

(1)

Excluding stock-based compensation

Total general and administrative expenses ~~increased~~decreased by $221 million and increased by $4139 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods. Excluding the unfavorable effects of currency rate fluctuations of 12% in the ~~second~~third quarter of fiscal 2026 and ~~less than~~ 1% in the first ~~half~~nine months of fiscal 2026, ~~the~~there ~~increase~~was no material fluctuation in the constant currency general and administrative expenses ~~was~~for ~~primarily~~the ~~due~~third toquarter anof fiscal 2026 and the constant currency increase in ~~professional~~general ~~fees~~and inadministrative expenses for the first nine months of fiscal 2026 ~~periods~~was ~~presented,~~primarily ~~relative~~due to ~~the~~a ~~corresponding~~$31 ~~prior~~million ~~year~~increase ~~periods~~in professional fees.

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 in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for additional information regarding our intangible assets and related amortization.35

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	Three Months Ended November 30,						Six Months Ended November 30,
			Percent Change						Percent Change
(Dollars in millions)	2025		Actual	Constant	2024		2025		Actual	Constant	2024
Cloud and software agreements and related relationships	$	137	-56%	-56%	$	308	$	285	-55%	-55%	$	634
Developed technology		153	-6%	-6%		163		307	-7%	-7%		328
Other		117	-3%	-3%		120		234	-7%	-7%		253
Total amortization of intangible assets	$	407	-31%	-31%	$	591	$	826	-32%	-32%	$	1,215

Amortization of intangible assets decreased by $184 million and $389 million in reported currency in the second quarter and the first half of fiscal 2026, respectively, relative to the corresponding prior year periods, due to a reduction in expenses associated with certain of our intangible assets that became fully amortized.


	Three Months Ended February 28,						Nine Months Ended February 28,
			Percent Change						Percent Change
(Dollars in millions)	2026		Actual	Constant	2025		2026		Actual	Constant	2025
Cloud and software agreements and related relationships	$	136	-50%	-50%	$	272	$	421	-53%	-53%	$	904
Developed technology		153	-3%	-3%		158		460	-6%	-6%		487
Other		124	5%	5%		118		358	-4%	-4%		372
Total amortization of intangible assets	$	413	-25%	-25%	$	548	$	1,239	-30%	-30%	$	1,763

Amortization of intangible assets decreased by $135 million and $524 million in reported currency in the third quarter and the first nine months of fiscal 2026, respectively, relative to the corresponding prior year periods, due to a reduction in expenses associated with certain of our intangible assets that became fully amortized.

Acquisition Related and Other Expenses: Acquisition related and other expenses consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

	Three Months Ended November 30,							Six Months Ended November 30,
	Three Months Ended February 28,							Nine Months Ended February 28,
			Percent Change							Percent Change
(Dollars in millions)	~~2025~~2026		Actual	Constant	~~2024~~2025			~~2025~~2026		Actual	Constant	~~2024~~2025
Transitional and other employee-related costs	$	1—	~~-56~~0%	~~-58~~0%	$	1—		$	1	-7273%	-7374%	$	3
Business combination adjustments, net		—	-100%	-100%		(1	)		5	*	*		(54	)
Other, net		20	-3425%	-3624%		3127			2949	-3833%	-4034%		4673
Total acquisition related and other expenses	$	2120	-3328%	-3527%	$	3128		$	3555	-2124%	-2425%	$	4472


*	Not meaningful

Acquisition related and other expenses decreased by $108 million and $917 million in reported currency in the ~~second~~third quarter and the first ~~half~~nine months of fiscal 2026, respectively, relative to the corresponding prior year periods, primarily due to anlower ~~$11 million and a $17 million decrease in other expenses related to certain~~ asset impairment charges ~~in the second quarter and the first half of fiscal 2026, respectively, relative to the corresponding prior year periods~~. ~~In the first half of fiscal 2026, the decrease stated above was partially offset by an increase of $10 million in business combination adjustments, net.~~

Restructuring Expenses: Restructuring expenses resulted from the execution of management-approved restructuring plans that were generally developed to improve our cost structure and/or operations, often in conjunction with our acquisition integration strategies and/or other strategic initiatives. Restructuring expenses consist of employee severance costs, contract termination costs and certain other exit costs to improve our cost structure prospectively. For additional information regarding our restructuring plans, see Note 4 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and Note 7 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

Percent Change

(Dollars in millions)

~~2025~~2026

Actual

Constant

~~2024~~2025

~~2025~~2026

Actual

Constant

~~2024~~2025

Restructuring expenses

~~406~~153

~~387~~142%

~~378~~126%

8463

~~808~~961

~~415~~337%

~~406~~325%

~~157~~220

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Restructuring expenses in the fiscal 2026 periods presented primarily related to the 2026 Restructuring Plan. Restructuring expenses in the fiscal 2025 periods presented primarily related to the 2024 Restructuring Plan, 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. 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 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 realized pursuant to the 2026 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:

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

Percent Change

(Dollars in millions)

~~2025~~2026

Actual

Constant

~~2024~~2025

~~2025~~2026

Actual

Constant

~~2024~~2025

Interest expense

1,~~057~~180

2232%

~~866~~892

13,~~980~~160

1622%

12,~~708~~600

Interest expense increased in the fiscal 2026 periods presented, relative to the corresponding prior year periods, primarily due to higher average borrowings from the issuances of $1843.0 billion of senior notes in ~~September~~the ~~2025~~second and third quarters of fiscal 2026 and an aggregate of $14.0 billion of senior notes in ~~the second and third quarters of~~ fiscal 2025, partially offset by lower interest expense due to scheduled repayments of debt made during the first ~~half~~nine months of fiscal 2026 and full year of fiscal 2025. Refer to Note 3 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information on the issuance of senior notes induring ~~September~~the ~~2025~~first nine months of fiscal 2026.

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~~losses and ~~losses~~gains related to marketable and non-marketable investments, including net ~~gains~~losses and ~~losses~~gains attributable to equity method investments (primarily Ampere Computing Holdings LLC (Ampere)) and net other income and expenses, including net 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.

	Three Months Ended November 30,								Six Months Ended November 30,
	Three Months Ended February 28,								Nine Months Ended February 28,
				Percent Change								Percent Change
(Dollars in millions)	~~2025~~2026			Actual	Constant	~~2024~~2025			~~2025~~2026			Actual	Constant	~~2024~~2025
Interest income	$	~~192~~196		2945%	2944%	$	~~149~~135		$	~~295~~491		518%	417%	$	~~283~~418
Foreign currency losses, net		(2851	)	~~214~~39%	~~213~~32%		(937	)		(59110	)	015%	-68%		(5996	)
Noncontrolling interests in income		(4653	)	-210%	-210%		(4748	)		(93146	)	36%	36%		(90138	)
Gains (losses) from marketable and non-marketable investments, net		2,493		*	*		(108	)		2,441		*	*		(177	)
(Losses) gains from marketable and non-marketable investments, net		(7	)	-89%	-89%		(59	)		2,434		*	*		(236	)
Other income, net		57		13%	14%		51			157		57%	57%		100
Other income (expenses), net		47		*	*		(9	)		203		122%	123%		91
Total non-operating income, net	$	2,668		*	*	$	36		$	2,741		*	*	$	57
Total non-operating income (expenses), net	$	132		*	*	$	(18	)	$	2,872		*	*	$	39


*	Not meaningful

Fiscal Third Quarter 2026 Compared to Fiscal Third Quarter 2025: Our non-operating income, net increased by $~~2.6~~150 ~~billion~~million ~~and $2.7 billion~~ in reported currency in the ~~second~~third quarter ~~and the first half~~ of fiscal 2026, ~~respectively,~~ relative to the corresponding prior year ~~periods~~period, primarily due to a $~~2.7~~61 ~~billion~~million ~~gain~~increase ~~from~~in ~~the~~interest ~~sale~~income, ofa ~~our~~$56 ~~investments~~million increase in ~~Ampere.~~other ~~Refer~~income, tonet ~~Note~~and 1a of$52 ~~Notes~~million todecrease ~~Condensed~~in ~~Consolidated~~losses ~~Financial~~from ~~Statements~~marketable ~~included~~and ~~elsewhere~~non-marketable ininvestments, ~~this~~partially ~~Quarterly~~offset ~~Report~~by ~~for~~a ~~additional~~$14 ~~information~~million onincrease ~~the~~in ~~Ampere~~foreign ~~transaction~~currency losses, net.

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First Nine Months Fiscal 2026 Compared to First Nine Months Fiscal 2025: Our non-operating income, net increased by $2.8 billion in reported currency in the first nine months of fiscal 2026, relative to the corresponding prior year period, primarily due to a $2.7 billion gain from the sale of our investments in Ampere. Refer to Note 1 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information on the Ampere 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 8 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly 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.

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended February 28,

Nine Months Ended February 28,

Percent Change

(Dollars in millions)

~~2025~~2026

Actual

Constant

~~2024~~2025

~~2025~~2026

Actual

Constant

~~2024~~2025

Provision for income taxes

~~207~~695

~~-14~~36%

~~-16~~27%

~~239~~512

~~707~~1,402

4741%

4335%

~~480~~992

Effective tax rate

315.37%

714.19%

79.29%

79.39%

Fiscal ~~Second~~Third Quarter 2026 Compared to Fiscal ~~Second~~Third Quarter 2025: Provision for income taxes ~~decreased~~increased in the ~~second~~third quarter of fiscal 2026, relative to the ~~second~~corresponding ~~quarter~~prior ofyear ~~fiscal 2025~~period, primarily related to anhigher ~~increase~~income inbefore ~~tax~~provision ~~benefits~~for ~~related~~income totaxes ~~stock-based compensation~~ of $~~738~~144 million, ~~substantially~~and ~~offset~~a bydecrease anin ~~unfavorable~~tax ~~jurisdictional~~benefits ~~mix~~ of ~~earnings of~~ $~~413~~122 million, ~~higher~~related ~~income~~to ~~before~~stock-based ~~provision~~compensation, ~~for~~partially ~~income~~offset ~~taxes~~by ofthe ~~$237~~realization ~~million~~of ~~and~~a ~~changes~~one-time ~~in unrecognized~~ tax ~~benefits~~attribute ~~associated with settlements with taxing authorities and other events~~ of $55120 million.

First ~~Half~~Nine ofMonths Fiscal 2026 Compared to First ~~Half~~Nine ofMonths Fiscal 2025: Provision for income taxes increased in the first ~~half~~nine months of fiscal 2026, relative to the ~~first~~corresponding ~~half~~prior ofyear ~~fiscal 2025~~period, primarily related to an unfavorable impact of $958 million from the enactment of the U.S. One, Big, Beautiful Bill Act, which was signed into law on July 4, 2025, that required a remeasurement of a deferred tax liability previously recorded during fiscal 2021 as part of the partial realignment of our legal entity structure ~~of $958 million~~, an unfavorable jurisdictional mix of earnings of $~~436~~510 million, higher income before provision for income taxes of $~~254~~372 million and the absence of unrecognized tax benefits associated with settlements with tax authorities and other events of $~~157~~152 million, ~~partially~~substantially offset by an increase in tax benefits of $1.5 billion related to stock-based compensation and the realization of a one-time tax attribute of $~~1.6~~120 ~~billion~~million.

Liquidity and Capital Resources

(Dollars in millions)	~~November~~February 3028,~~2025~~2026			Change	May 31,2025
Working capital	$	(314,~~429~~137	)	~~-57%~~*	$	(8,064	)
Cash, cash equivalents and marketable securities	$	1939,~~766~~132		76249%	$	11,203

Working capital: The increase in working capital as of November 30, 2025 in comparison to May 31, 2025 was primarily due to favorable impacts from net income; proceeds from the issuance of senior notes in September 2025, net of issuance costs, of $17.9 billion (refer to Note 3 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information); $4.3 billion of cash proceeds from the sale of our investments in Ampere; and $1.2 billion of net cash proceeds from our employee stock programs, partially offset by $20.5 billion of cash used for capital expenditures; $3.2 billion of long-term borrowings that were reclassified to current liabilities; $2.8 billion of cash used to pay dividends to our stockholders; and $95 million of cash used for repurchases of our common stock, in each case during the first half of fiscal 2026. 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.

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investments in Ampere; $1.2 billion of net cash provided by our employee stock programs; $886 million of cash inflows from commercial paper and other short-term financing, net, partially offset by $20.5 billion of cash used for capital expenditures; $2.8 billion of cash used to pay dividends to our stockholders; $2.1 billion of cash used for scheduled repayments of debt; $203 million of cash outflows for other financing activities, net; and $95 million of cash used for repurchases of our common stock, in each case during the first half of fiscal 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.

	Six Months Ended November 30,
(Dollars in millions)	2025			Change	2024
Net cash provided by operating activities	$	10,206		17%	$	8,731
Net cash used for investing activities	$	(16,432	)	151%	$	(6,553	)
Net cash provided by (used for) financing activities	$	14,697		*	$	(1,647	)


*	Not meaningful

~~Cash~~Working ~~flows~~capital: The ~~from~~increase ~~operating~~in ~~activities: Our~~working ~~largest~~capital ~~source~~as of ~~operating~~February ~~cash~~28, ~~flows~~2026 isin ~~cash~~comparison ~~collections~~to May 31, 2025 was primarily due to favorable impacts from ~~our~~net ~~customers~~income; ~~following~~proceeds from the ~~purchase~~issuance ~~and~~of ~~renewal~~senior ofnotes ~~their~~in ~~cloud~~September 2025 and ~~software~~February ~~support~~2026, ~~agreements~~net of issuance costs, of $42.7 ~~Over~~billion ~~the~~(refer ~~course~~to Note 3 of aNotes ~~fiscal~~to ~~year,~~Condensed weConsolidated ~~also~~Financial ~~generate~~Statements included elsewhere in this Quarterly Report for additional information); $5.0 billion of cash proceeds from the ~~sales~~issuance of ~~software~~Mandatory ~~licenses~~Convertible Preferred Stock, ~~hardware~~net ~~offerings~~of ~~and~~issuance ~~other~~costs ~~services.~~(refer ~~Our~~to ~~primary~~Note ~~uses~~7 of ~~cash~~Notes ~~from~~to ~~operating~~Condensed ~~activities~~Consolidated ~~are~~Financial ~~typically~~Statements included elsewhere in this Quarterly Report for ~~employee-related~~additional ~~expenditures,~~information); ~~material~~$4.3 ~~and~~billion ~~manufacturing~~of ~~costs~~cash ~~related~~proceeds tofrom the ~~production~~sale of our ~~hardware~~investments ~~products,~~in ~~taxes,~~Ampere; ~~interest~~and ~~payments~~$1.2 ~~and~~billion ~~leased~~of ~~facilities,~~net ~~including~~cash ~~costs~~proceeds ~~related~~from toour ~~data~~employee ~~center~~stock ~~leases~~programs, ~~and~~partially ~~power~~offset by $39.2 billion of cash used for capital expenditures; $4.3 billion of cash used to pay dividends to our ~~cloud~~common ~~business~~stockholders; $3.3 billion of long-term borrowings that

Net cash provided by operating activities increased by $1.5 billion in the first half of fiscal 2026, relative to the first half of fiscal 2025, primarily due to higher net income adjusted for certain non-cash charges, partially offset by lower cash favorable working capital changes, net.38

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 software business and purchases, maturities and sales of our investments in marketable securities and other instruments.

Net cash used for investing activities increased by $9.9 billion in the first half of fiscal 2026, relative to the first half of fiscal 2025, primarily due to a $14.3 billion increase in capital expenditures, partially offset by $4.3 billion of cash proceeds from the sale of our investments 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, stock repurchases, dividend payments and net proceeds related to employee stock programs.

Net cash provided by financing activities was $14.7 billion in the first half of fiscal 2026 relative to the net cash used for financing activities of $1.6 billion in the first half of fiscal 2025. The increase in net cash provided by financing activities was primarily due to higher proceeds from the issuance of senior notes, net of issuance costs, of $11.7 billion; lower scheduled repayments of debt of $1.9 billion; higher net cash proceeds from our employee stock programs of $1.8 billion; higher net proceeds from commercial paper and other short-term financing of $1.3 billion; lower stock repurchases of $205 million; and lower net cash used for other financing activities of $73 million. These increases were partially offset by higher dividend payments of $627 million. Further, during the first half of fiscal 2025, we refinanced our term loan credit agreement that we entered into in fiscal 2023, which resulted in no net impact on financing cash flows for the period reported.

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~~alternative~~were reclassified to ~~net~~current ~~income~~liabilities; as$851 anmillion ~~indicator~~of cash used for purchases, net of ~~our~~sales ~~performance~~and maturities, orof asnon-current aninvestments; ~~alternative~~and to$95 million of cash ~~flows~~used ~~from~~for ~~operating~~repurchases ~~activities~~of asour acommon ~~measure~~stock, in each case during the first nine months of ~~liquidity~~fiscal 2026. WeOur ~~calculate~~working ~~free~~capital ~~cash~~may ~~flow~~be asimpacted ~~follows:~~by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.

	Trailing Four-Quarters Ended November 30,
(Dollars in millions)	2025			Change	2024
Net cash provided by operating activities	$	22,296		10%	$	20,287
Capital expenditures		(35,477	)	230%		(10,745	)
Free cash flow	$	(13,181	)	*	$	9,542
Net income	$	15,425			$	11,624
Net cash provided by operating activities as a percent of net income	145%				175%
Free cash flow as percent of net income	-85%				82%

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 February 28, 2026 in comparison to May 31, 2025 was primarily due to proceeds from the issuance of senior notes in September 2025 and February 2026, net of issuance costs, of $42.7 billion; $17.4 billion of cash inflows from our operations; $5.0 billion of cash proceeds from the issuance of Mandatory Convertible Preferred Stock, net of issuance costs; $4.3 billion of cash inflows from the sale of our investments in Ampere; $4.1 billion of cash inflows from commercial paper and other short-term financing, net; $1.2 billion of net cash provided by our employee stock programs, partially offset by $39.2 billion of cash used for capital expenditures; $4.3 billion of cash used to pay dividends to our common stockholders; $2.2 billion of cash used for scheduled repayments of debt; $851 million of cash used for purchases, net of sales and maturities, of non-current investments; $215 million of cash outflows for other financing activities, net; and $95 million of cash used for repurchases of our common stock, in each case during the first nine months of fiscal 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.


	Nine Months Ended February 28,
(Dollars in millions)	2026			Change	2025
Net cash provided by operating activities	$	17,357		18%	$	14,664
Net cash used for investing activities	$	(35,976	)	187%	$	(12,529	)
Net cash provided by financing activities	$	46,195		840%	$	4,912

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 and software support agreements. Over the course of a fiscal year, we also generate cash from the sales of software licenses, hardware offerings and other services. Our primary uses of cash from operating activities are typically for employee-related expenditures, expenses related to data center leases and power for our cloud business, material and manufacturing costs related to the production of our hardware products, taxes, and interest payments.

Net cash provided by operating activities increased by $2.7 billion in the first nine months of fiscal 2026, relative to the first nine months of fiscal 2025, primarily due to higher net income adjusted for certain non-cash charges, partially offset by higher cash unfavorable working capital changes, net.

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

Net cash used for investing activities increased by $23.4 billion in the first nine months of fiscal 2026, relative to the first nine months of fiscal 2025, primarily due to a $27.0 billion increase in capital expenditures and an $825 million increase in cash used for purchases of investments, partially offset by $4.3 billion of cash proceeds from the sale of our investments 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 increased by $41.3 billion in the first nine months of fiscal 2026, relative to the first nine months of fiscal 2025, primarily due to higher proceeds from the issuance of senior notes, net of issuance costs, of $28.8 billion; proceeds from the issuance of Mandatory Convertible Preferred Stock of $5.0 billion; higher net proceeds from commercial paper and other short-term financing of $4.5 billion; lower scheduled repayments of debt of $1.9 billion; higher net cash proceeds from our employee stock programs of $1.6 billion; and lower stock repurchases of $355 million. These increases were partially offset by higher dividend payments of $945

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million. Further, during the first nine months of fiscal 2025, we refinanced our term loan credit agreement that we entered into in fiscal 2023, which resulted in no net impact on financing cash flows for the period reported.

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 four-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:


	Trailing Four-Quarters Ended February 28,
(Dollars in millions)	2026			Change	2025
Net cash provided by operating activities	$	23,514		13%	$	20,745
Capital expenditures		(48,250	)	223%		(14,933	)
Free cash flow	$	(24,736	)	*	$	5,812
Net income	$	16,210			$	12,160
Net cash provided by operating activities as a percent of net income	145%				171%
Free cash flow as percent of net income	-153%				48%


*	Not meaningful

Recent Financing Activities:

~~Senior~~Revolving ~~Notes~~Credit Agreement: In ~~September~~March ~~2025~~2026, we ~~issued~~terminated our existing $186.0 billion, ~~par~~five-year ~~value~~revolving ofcredit ~~fixed~~agreement. On the same date, we entered into a new $10.0 billion, five-~~rate~~year ~~senior~~revolving ~~notes~~credit ~~comprising~~agreement (the ~~following:~~Revolving Credit Agreement). No amounts have been drawn pursuant to this agreement as of the date of this Quarterly Report. The description above is a summary and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.17 to this Quarterly Report on Form 10-Q.

Commercial Paper Program: In March 2026, our commercial paper program was increased to $10.0 billion. Our commercial paper program allows us to issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. There were $3.8 billion of outstanding Commercial Paper Notes as of February 28, 2026. We used the net proceeds from the issuance of commercial paper for general corporate purposes.

Cash Dividends: In March 2026, the Board declared a quarterly cash dividend of $1,263.89 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 April 15, 2026 to stockholders of record as of the close of business on April 1, 2026 and the common stock dividend is payable on April 24, 2026 to stockholders of record as of the close of business on April 9, 2026. Future declarations of dividends on Oracle stocks 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 $5.0 billion, net of issuance costs. The other terms and conditions of the Mandatory Convertible Preferred Stock are set forth in the Certificate of Designations filed herewith as Exhibit 3.03 and incorporated by reference herein.

Common 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 sales proceeds of up to $20 billion from time to time through an “at-the-market” offering program (the ATM Program). As of February 28, 2026, we have not sold any shares of our common stock under the ATM Program.

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Senior Notes: During the first nine months of fiscal 2026, we issued a total of $43.0 billion par value of senior notes comprised of the following:

•

$500 million of floating rate notes due February 2029;

•

$3.0 billion of 4.55% senior notes due 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;

•

$32.525 billion of 56.9555% senior notes due ~~September~~February ~~2055~~2046; ~~and~~

•

$23.05 billion of 65.1095% senior notes due September ~~2065.~~2055;

•

We$5.0 ~~issued~~billion ~~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~~6.70% ~~Refer~~senior tonotes ~~Note~~due 3February ~~of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information.~~2056;

•

~~Contractual Obligations: During the first half of fiscal 2026, we entered into certain significant leases for data centers and other contractual commitments and issued~~ $182.0 billion of 6.10% senior notes indue September ~~2025~~2065; ~~with various maturity dates. Refer to Notes 3~~ and 6 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for more information about our contractual obligations.

•

~~Capital Expenditures: Cash used for capital expenditures increased from~~ $62.375 billion ~~in the first half~~ of ~~fiscal 2025 to $20~~6.585% ~~billion~~senior innotes ~~the first half of fiscal 2026 primarily~~ due toFebruary ~~the expansion of our data centers~~2066. We expect this upward trend to continue throughout the remainder of fiscal 2026 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.

We ~~believe~~issued ~~that~~the ~~our~~Mandatory ~~current~~Convertible ~~cash~~Preferred Stock and the senior notes for general corporate purposes, ~~cash~~which ~~equivalents~~may ~~and~~include ~~marketable~~capital ~~securities~~expenditures, ~~balances~~repayment of indebtedness, ~~cash~~future ~~generated~~investments ~~from~~or ~~operations~~acquisitions and ~~our~~payment ~~borrowing~~of ~~arrangements~~cash ~~will~~dividends beon ~~sufficient~~or torepurchases ~~meet~~of our ~~working~~common ~~capital,~~stock. ~~capital~~Refer ~~expenditures~~to Notes 3, 7 and ~~contractual~~12 ~~obligations~~of ~~requirements.~~Notes Into ~~addition,~~Condensed weConsolidated ~~believe~~Financial ~~that~~Statements weincluded ~~could~~elsewhere ~~fund~~in ~~our~~this ~~future~~Quarterly ~~acquisitions,~~Report ~~dividend~~for ~~payments~~additional information. The other terms and ~~repurchases~~conditions of ~~common~~the ~~stock~~senior ornotes ~~debt~~are ~~with~~set ~~our~~forth ~~internally~~in, ~~available~~and ~~cash,~~the ~~cash~~foregoing ~~equivalents~~description ~~and~~of ~~marketable~~the ~~securities,~~senior ~~cash~~notes ~~generated~~is ~~from~~qualified ~~operations,~~in ~~additional~~its ~~borrowings~~entirety orby ~~from~~reference to, the ~~issuance~~Officers’ ofCertificate ~~additional~~filed ~~securities~~herewith as Exhibit 4.04 and incorporated by reference herein.

36Contractual Obligations: During the first nine months of fiscal 2026, we entered into certain significant leases for data centers and other contractual commitments and issued $43.0 billion of senior notes with various maturity dates. Refer to Notes 3 and 6 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report and Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for more information about our contractual obligations.

Capital Expenditures: Cash used for capital expenditures increased from $12.1 billion in the first nine months of fiscal 2025 to $39.2 billion in the first nine months of fiscal 2026 primarily due to the expansion of our data centers. We expect this upward trend to continue throughout the remainder of fiscal 2026 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.

We believe that our current cash, cash equivalents and marketable securities balances, cash generated from future sales of our common stock under the ATM Program, 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.

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Remaining Performance Obligations from Contracts with Customers

Remaining performance obligations were $~~523~~552.36 billion and $97130.32 billion as of ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. The increase in remaining performance obligations as of ~~November~~February 3028, ~~2025~~2026 in comparison to ~~November~~February 3028, ~~2024~~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 Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

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 1.54% per year. The potential dilution percentage is calculated as the average annualized new stock-based awards granted and assumed, net of 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. Of the outstanding stock options as of ~~November~~February 3028, ~~2025~~2026, which generally have a ten-year exercise period, the majority have exercise prices higher than the market price of our common stock on such date. In recent years, our stock repurchase program has partially offset the dilutive effect of our stock-based compensation program. However, we may modify the levels of our stock repurchases in the future depending on a number of factors, including the amount of cash we have available for capital expenditures, acquisitions, to pay dividends, to repay or repurchase indebtedness or for other purposes. As of ~~November~~February 3028, ~~2025~~2026, the maximum potential dilution from all outstanding stock-based awards, regardless of when granted and regardless of whether vested or unvested, was 3.87%.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, see Note 1 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no significant changes to our quantitative and qualitative disclosures about market risk during the first ~~half~~nine months of fiscal 2026. Please refer to Part II, Item 7A Quantitative and Qualitative Disclosures about Market Risk included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for a more complete discussion of the market risks we encounter.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: Based on our management’s evaluation (with the participation of our Principal Executive Officers and Principal Financial Officer), as of the end of the period covered by this Quarterly Report, our Principal Executive Officers and Principal Financial Officer have concluded that our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management (including our Principal Executive Officers and Principal Financial Officer) as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls: Our management, including our Principal Executive Officers and Principal Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The material set forth in Note 8 (pertaining to information regarding contingencies related to our income taxes) and Note 11 (pertaining to information regarding legal contingencies) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. 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.

Conversion of our 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 ATM Program will dilute the ownership interest of the holders of our common stock. The conversion of some or all of our shares of Mandatory Convertible Preferred Stock and our depositary shares, or the payment of dividends on our Mandatory Convertible Preferred Stock in the form of common stock will dilute the ownership interest of the holders of our common stock. Any sales in the public market of any common stock under the ATM Program or that may be issuable upon conversion of our Mandatory Convertible Preferred Stock and our depositary shares or the payment of dividends on our Mandatory Convertible Preferred Stock in the form of common stock could adversely affect prevailing market prices of our common stock. In addition, the existence of the Mandatory Convertible Preferred Stock and our depositary shares may encourage short selling by market participants because the conversion of the Mandatory Convertible Preferred Stock or our depositary shares, as applicable, could be used to satisfy short positions, or anticipated conversion of the Mandatory Convertible Preferred Stock or our depositary shares into shares of our common stock could depress the price 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. The market price of our common stock is likely to be influenced by our ATM Program, the Mandatory Convertible Preferred Stock and our depositary shares. The market price of our common stock could become more volatile and could be depressed by: (1) investors’ anticipation of the potential sale or resale, as applicable, in the market of a substantial number of additional shares of common stock issued under the ATM Program or received upon conversion of the Mandatory Convertible Preferred Stock or our depositary 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 participation in us than owning shares of common stock; and (3) hedging or arbitrage trading activity that we expect to develop involving the Mandatory Convertible Preferred Stock or our depositary shares and our common stock.

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. 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.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of ~~November~~February 3028, ~~2025~~2026, approximately $6.3 billion remained available for stock repurchases pursuant to our stock repurchase program. There was no stock repurchase activity for the three months ended ~~November~~February 3028, ~~2025~~2026.

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Item 5. Other Information

The material set forth in Note 12 (pertaining to the Revolving Credit Agreement and commercial paper program) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Rule 10b5-1 Trading Plans

Our Section 16 officers and directors (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of Oracle stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the quarter ended ~~November~~February 3028, ~~2025~~2026, the following Section 16 ~~officer~~officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K under Exchange Act):

•

~~Douglas~~Michael ~~Kehring~~Sicilia, our Chief Executive ~~Vice~~Officer ~~President,~~and ~~Principal Financial Officer~~Director, adopted a new trading plan on ~~October~~December 924, 2025. Mr. ~~Kehring~~Sicilia’s plan is scheduled to terminate on ~~July~~October 179, 2026, subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. ~~Kehring~~Sicilia to sell up to 5040% of restricted stock units scheduled to vest on future dates (approximately 161,~~648~~886 gross shares) net of ~~Oracle~~taxes, ~~stock~~ subject to certain limit prices set forth in the plan.;

•

Jeffrey O. Henley, our Executive Vice Chair of the Board of Directors, adopted a new trading plan on January 2, 2026. Mr. Henley’s plan is scheduled to terminate on June 30, 2026, subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Henley to exercise and sell up to 400,000 Oracle stock options expiring on June 30, 2026; and

•

Stuart Levey, our Executive Vice President, Chief Legal Officer, adopted a new trading plan on January 13, 2026. Mr. Levey’s plan is scheduled to terminate on October 15, 2026, subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Levey to sell up to 15,000 vested shares, subject to certain limit prices set forth in the plan.

The Rule 10b5-1 trading arrangement described above was adopted and precleared in accordance with Oracle’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangement will be disclosed publicly in future Section 16 filings with the SEC.

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Item 6. Exhibits

ExhibitNo.

Incorporated by Reference

~~Incorporated by Reference~~

Exhibit Description

Form

File No.

Exhibit ~~Description~~

Filing Date

Filed By

~~Form~~

~~File No.~~

~~Exhibit~~

~~Filing Date~~

~~Filed By~~

3.01

Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation

8-K 12G3

~~Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation~~

000-51788

3.1

2/6/06

Oracle Corporation

~~8-K 12G3~~

~~000-51788~~

~~3.1~~

~~2/6/06~~

~~Oracle Corporation~~

3.02

Amended and Restated Bylaws of Oracle Corporation

8-K

~~Amended and Restated Bylaws of Oracle Corporation~~

001-35992

3.02

11/17/23

Oracle Corporation

~~8-K~~

~~001-35992~~

~~3.02~~

~~11/17/23~~

~~Oracle Corporation~~

4.01

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

8-K

001-35992

4.1

9/26/25

Oracle Corporation

3.03

Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective February 5, 2026

8-K

001-35992

3.1

2/5/26

Oracle Corporation

10.16*‡

Form of Performance-Based Stock Option Agreement under the Amended and Restated 2020 Equity Incentive Plan

4.01

Form of Certificate for the 6.50% Series D Mandatory Convertible Preferred Stock

8-K

001-35992

4.1

2/5/26

Oracle Corporation

31.01‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

4.02

Deposit Agreement, dated as of February 5, 2026, by and among Oracle Corporation, Equiniti Trust Company, LLC, acting as depositary, and the holders from time to time of the depositary receipts described therein

8-K

001-35992

4.2

2/5/26

Oracle Corporation

31.02‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

4.03

Form of Depositary Receipt for the Depositary Shares

8-K

001-35992

4.3

2/5/26

Oracle Corporation

31.03‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

4.04

Forms of Floating Rate Notes due 2029, 4.550% Notes due 2029, 4.950% Notes due 2031, 5.350% Notes due 2033, 5.700% Notes due 2036, 6.550% Notes due 2046, 6.700% Notes due 2056 and 6.850% Notes due 2066, together with an Officers’ Certificate issued February 4, 2026 setting forth the terms of the Notes

8-K

001-35992

4.1

2/4/26

Oracle Corporation

32.01†

Section 1350 Certification of Principal Executive Officers and Principal Financial Officer

10.17‡*

$10,000,000,000 5-Year Revolving Credit Agreement dated as of March 6, 2026 among Oracle Corporation and the lenders and agents named therein

101‡

Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of November 30, 2025 and May 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended November 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended November 30, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2025 and 2024 and (vi) Notes to Condensed Consolidated Financial Statements

31.01‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.02‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.03‡

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.01†

Section 1350 Certification of Principal Executive Officers and Principal Financial Officer

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ExhibitNo.

~~Incorporated by Reference~~

Incorporated by Reference

~~Exhibit Description~~

~~Form~~

~~File No.~~

Exhibit Description

~~Filing Date~~

~~Filed By~~

Form

File No.

Exhibit

Filing Date

Filed By

104‡

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2025, formatted in Inline XBRL and included in Exhibit 101

101‡

Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of February 28, 2026 and May 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended February 28, 2026 and 2025, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended February 28, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2026 and 2025 and (vi) Notes to Condensed Consolidated Financial Statements

104‡

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2026, formatted in Inline XBRL and included in Exhibit 101

* Indicates management contract or compensatory plan or arrangement. ‡ Filed herewith. † Furnished herewith.


‡	Filed herewith.
†	Furnished herewith.
*	Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Oracle Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ORACLE CORPORATION
Date: December 11, 2025	By:	/s/ Douglas Kehring
Date: March 11, 2026	By:	/s/ Douglas Kehring
		Douglas KehringExecutive Vice President, Principal Financial Officer (Principal Financial Officer)
Date: December 11, 2025	By:	/s/ Maria Smith
Date: March 11, 2026	By:	/s/ Maria Smith
		Maria Smith
		Executive Vice President, Chief Accounting Officer(Principal Accounting Officer)

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