ORACLE CORP

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

Michael Sicilia, our Chief Executive Officer and Director, adopted a new trading plan on December 24, 2025. Mr. Sicilia’s plan is scheduled toterminate on October 9, 2026, subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Sicilia to sell up to 40% of restricted stock units scheduled to vest on future dates (approximately 161,886 gross shares) net of taxes, subject to certain limit prices set forth in the plan;

Current report

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 toterminate 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