ORACLE CORP

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review our Annual Report on Form 10-K for fiscal 2026 and the contents of this proxy statement. Fiscal 2026 began on June 1, 2025 and ended on May 31, 2026. Fiscal 2027 began on June 1, 2026 and ends on May 31, 2027.

The Notice of Internet Availability of Proxy Materials, this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K for fiscal 2026, were first made available to stockholders on or about September 25, 2026.

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Fiscal 2026 Leadership Transitions

Fiscal 2026 marked an important leadership transition for Oracle at a time of intense and accelerating competition for experienced technology leaders with deep expertise in cloud computing and artificial intelligence (AI).

On September 22, 2025, consistent with Oracle’s succession planning, Ms. Catz transitioned from Chief Executive Officer (CEO) and Principal Financial Officer (PFO) to Executive Vice Chair of the Board of Directors (the Board), an executive and Board position. On the same date, the Board appointed Mr. Magouyrk and Mr. Sicilia as Chief Executive Officers of Oracle. Mr. Magouyrk had been President, Oracle Cloud Infrastructure and Mr. Sicilia had been President, Oracle Industries. The Board also promoted Mr. Hura to President, Global Field Operations and appointed Mr. Kehring as interim PFO until Ms. Maxson joined Oracle as Chief Financial Officer (CFO) on April 6, 2026.

Oracle entered this leadership transition from a position of strength. Messrs. Magouyrk and Sicilia are long-tenured Oracle leaders who have played significant roles in the development and execution of Oracle’s cloud and AI strategy. Their appointments reflected years of intentional succession planning and leadership development by Mr. Ellison, Ms. Catz and the Board and were not the product of an external search or a reaction to a short-term need. Their deep knowledge of Oracle’s technology, customers, operations and strategy positioned them to provide continuity and lead Oracle through its next phase of growth.

Against this backdrop, the Compensation Committee believed that securing Mr. Magouyrk’s and Mr. Sicilia’s continued leadership was critical to preserving strategic continuity, maintaining execution momentum and enhancing long-term stockholder value. In connection with its deliberations, the Compensation Committee determined that the loss of either executive during this transition would have created significant disruption and execution risk at an important point in Oracle’s growth. This risk was heightened by the exceptionally competitive market for proven cloud and AI leaders, in which established global technology companies and well-funded private companies have offered and continue to offer significant compensation opportunities to attract executives with demonstrated records of innovation and execution. The Compensation Committee therefore designed Mr. Magouyrk’s and Mr. Sicilia’s compensation arrangements to promote long-term retention, reinforce accountability for Oracle’s future performance and align a substantial portion of their compensation opportunity with the interests of stockholders.

Director Nominees

In Proposal No. 1, we are asking you to vote FOR each of the 13 director nominees listed below.

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• Current lead independent director. See “Corporate Governance—Board Leadership Structure” on page 31 for more information.

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Corporate Governance Highlights

Stockholder Engagement and Board Responsiveness

We have a longstanding commitment to engaging with our stockholders to understand their perspectives on a broad range of topics, including corporate governance, executive compensation, environmental and social issues, and other matters of interest. Our directors, along with members of our Legal and Investor Relations teams, maintain open lines of communication with stockholders throughout the year. The feedback from these conversations is shared with the Board and thoughtfully considered. When appropriate, the Board takes action to address stockholder feedback and implement meaningful changes.

 Independent Director Engagement. On a regular basis, representatives of our independent directors hold meetings with our stockholders to discuss a range of important topics, including Board refreshment and leadership structure, executive compensation, corporate culture and human capital, and other governance related matters. The meetings tend to be between our largest institutional stockholders andall of the members of our Compensation Committee. These meetings are conducted without the participation of our Executive Chair of the Board, Executive Vice Chairs of the Board or CEOs to foster open and independent dialogue. We provide stockholders with a forum to express their views on our executive compensation program and overall governance practices. The Board values these engagements with stockholders as an important component of its oversight responsibilities, helping to promote transparency, accountability and alignment between the Board’s actions and the long-term interests of our stockholders.

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In fiscal 2026, members of our Compensation Committee held meetings with seven large institutional stockholders. Thus far in fiscal 2027, we have reached out to nine large institutional stockholders to set up meetings with members of the Compensation Committee.

 Executive Director Engagement. As part of our regular Investor Relations engagement program, a number of our executive directors hold meetings with a number of our institutional stockholders throughout the year. We also hold an annual financial analyst meeting at Oracle AI World in Las Vegas, Nevada where analysts are invited to ask questions and hear presentations from key members of our management team, including a number of our executive directors.

 Legal and Investor Relations Engagement. Members of our Legal and Investor Relations teams also engage with stockholders throughout the year. Stockholder proposals, if any, are presented to the Nomination and Governance Committee (the Governance Committee) and the committee provides recommendations to the Board regarding such proposals. Prior to the filing of the proxy statement, members of our Legal team typically engage with any stockholder proponents. Following the filing of a proxy statement, representatives from our Legal and Investor Relations teams reach out to stockholders to offer the opportunity for additional engagement on items included in the annual stockholder meeting agenda and to solicit feedback. When appropriate, independent directors also participate in these discussions.

 Say-on-Pay Vote Outcome and Board Responsiveness. Stockholders approved our advisory say-on-pay proposal at our 2025 Annual Meeting with approximately 82% of the votes cast voting in favor of the compensation of our NEOs. This result represents ongoing year-over-year adjustments based on stockholder feedback, and our Board remains committed to understanding stockholder views and looks forward to continuing these productive conversations with stockholders. As described above, members of the Compensation Committee have met with and continue to actively engage with stockholders to understand what actions the Compensation Committee may take to address any stockholder concerns.

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Below is a summary of the Board’s response to the most significant feedback received from stockholders.

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Practices We Avoid

No repricing, cash-out or exchange of underwater stock options without stockholder approval

No executive severance arrangements except as required by law or provided under equity plans generally

No single-trigger change in control vesting of equity awards

No change in control acceleration of performance-based cash bonuses

No minimum guaranteed vesting for performance-based equity awards for NEOs

No golden parachute tax reimbursements or gross-ups for NEOs

No payout or settlement of dividends or dividend equivalents on unvested equity awards

Best Practices We Employ

Compensation Committee has general oversight over human capital matters, including talent acquisition and retention

High proportion of senior executive compensation is at risk and aligned with stockholders’ interests

Caps on maximum payout of bonuses and performance-based equity awards

Robust stock ownership guidelines, compensation recovery (clawback) policy and annual compensation risk assessment

Independent Compensation Committee and independent compensation consultant

Anti-hedging policy and anti-pledging policy applicable to all employees and directors except for Mr. Ellison, whose pledging activity is monitored by the Governance Committee

Compensation-focused engagement with stockholders

Fiscal 2026 Named Executive Officers (NEOs)

Lawrence J. EllisonExecutive Chair and Chief Technology Officer

Clayton M. MagouyrkDirector and Chief Executive Officer*

Michael D. SiciliaDirector and Chief Executive Officer*

Hilary MaxsonChief Financial Officer and Principal Financial Officer**

Safra A. CatzExecutive Vice Chair and former Chief Executive Officer and Principal Financial Officer***

Mark HuraPresident, Global Field Operations

Stuart LeveyExecutive Vice President, Chief Legal Officer

Douglas KehringExecutive Vice President and Head of Operations and former Principal Financial Officer****

*Messrs. Magouyrk and Sicilia were each appointed as CEO on September 22, 2025.**Ms. Maxson was appointed as CFO and PFO on April 6, 2026.***Ms. Catz served as our CEO and PFO for part of fiscal 2026. On September 22, 2025, Ms. Catz retired as CEO and PFO, and became Executive Vice Chair of the Board.****Mr. Kehring served as our PFO for part of fiscal 2026, from September 22, 2025 to April 6, 2026, when Ms. Maxson assumed this role.

Human Capital and Compensation Best Practices

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PROXY STATEMENT

We are providing these proxy materials in connection with Oracle Corporation’s 2026 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about September 25, 2026. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.