Form 8-K

8-K — ORACLE CORP

Accession: 0001193125-26-265848

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0001341439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — orcl-20260610.htm (Primary)

EX-99.1 (orcl-ex99_1.htm)

GRAPHIC (img17877081_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: orcl-20260610.htm · Sequence: 1

8-K

0001341439false0001341439us-gaap:SeriesDPreferredStockMember2026-06-102026-06-1000013414392026-06-102026-06-100001341439us-gaap:CommonStockMember2026-06-102026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35992

54-2185193

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

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

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

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

Emerging growth company ☐

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

Section 2—Financial Information

Item 2.02 Results of Operations and Financial Condition

On June 10, 2026, Oracle Corporation (“Oracle”) issued a press release announcing financial results for its fiscal fourth quarter ended May 31, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report.

Section 8—Other Events

Item 8.01 Other Events

Oracle announced that its Board of Directors has declared a cash dividend of $1,625 per share of our outstanding Mandatory Convertible Preferred Stock and $0.50 per share of our outstanding common stock. The Mandatory Convertible Preferred Stock dividend is payable on July 15, 2026 to stockholders of record as of the close of business on July 1, 2026 and the common stock dividend is payable on July 24, 2026 to stockholders of record as of the close of business on July 10, 2026.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release dated June 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

ORACLE CORPORATION

Dated: June 10, 2026

By:

/s/ MARIA SMITH

Maria Smith

Executive Vice President, Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: orcl-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:

Ken Bond

Deborah Hellinger

Oracle Investor Relations

Oracle Corporate Communications

1.650.607.0349

1.212.508.7935

ken.bond@oracle.com

deborah.hellinger@oracle.com

Oracle Announces Record Q4 and FY 2026 Results Driven by Cloud Infrastructure & Cloud Applications

•

Record Remaining Performance Obligations grew $85 billion in Q4 from $553 billion to $638 billion

•

Record Q4 Earnings per Share GAAP up 21% USD to $1.45, non-GAAP up 24% USD to $2.111

•

Record Q4 Total Revenues $19.2 billion, up 21% USD, and up 20% constant currency

•

Record Q4 Total Cloud Revenues $9.9 billion, up 47% USD, and up 46% constant currency

Q4 Cloud Infra (IaaS) Revenue $5.8 billion, up 93% USD, and up 92% constant currency

Q4 Cloud Apps (SaaS) Revenue $4.1 billion, up 10% USD, and up 9% constant currency

•

Record FY 2026 Earnings per Share GAAP up 34% USD to $5.83, non-GAAP up 27% USD to $7.631

•

Record FY 2026 Total Revenues $67.4 billion, up 17% USD, and up 16% constant currency

•

Record FY 2026 Total Cloud Revenues $34.0 billion, up 39% USD, and up 37% constant currency

FY 2026 Cloud Infra (IaaS) Revenue $18.1 billion, up 77% USD, and up 75% constant currency

FY 2026 Cloud Apps (SaaS) Revenue $15.9 billion, up 11% USD, and up 10% constant currency

AUSTIN, Texas, June 10, 2026 -- Oracle Corporation (NYSE: ORCL) today announced another record quarter with strong revenue growth across its Cloud Infrastructure and Cloud Applications businesses. Total quarterly revenues increased 21% to $19.2 billion, reflecting broad-based demand for Oracle's industry-leading cloud technology and applications suites. Cloud revenues (IaaS + SaaS) increased 47% to $9.9 billion driven by 93% growth in Cloud Infrastructure (IaaS), and 10% growth in Cloud Applications (SaaS). Software revenues were down 2% to $6.8 billion, reflecting our customers’ continuing migration from on-premise software to the Cloud. Services revenues were $1.5 billion, up 13%, and Hardware revenues were $0.9 billion, up 9%.

Oracle generated Q4 GAAP operating income of $6.1 billion, up 20%, while non-GAAP operating income rose to a record $8.6 billion, up 22%, driven by strong revenue growth and operating efficiency actions taken during the quarter. GAAP net income available to common shareholders reached $4.2 billion, up 23%, and non-GAAP net income available to common shareholders grew to $6.2 billion, up 26%. Q4 GAAP earnings per share increased to $1.45, up 21%, and non-GAAP earnings per share climbed to $2.111, up 24%.

Financial Results for FY 2026

Fiscal year 2026 total revenues were up 17% to a record $67.4 billion. Cloud revenues increased 39% to $34.0 billion. Software revenues were down 1% to $24.5 billion. Services revenues were $5.7 billion, up 10%, and Hardware revenues were $3.1 billion, up 5%.

Fiscal year 2026 GAAP operating income was $20.6 billion, up 17%, and non-GAAP operating income rose to a record $28.9 billion, up 16%. GAAP net income available to common shareholders reached $17.0 billion, up 36%, while non-GAAP net income available to common shareholders grew to $22.2 billion, up 29%. GAAP earnings per share increased to $5.83, up 34%, while non-GAAP earnings per share climbed to $7.631, up 27%.

Oracle’s strong operating income translated to record fiscal year operating cash flow of $32.0 billion, up 54%. Free cash flow was negative $23.7 billion for fiscal year 2026 as Oracle continued to execute on investments to support the growth of its Cloud Infrastructure business.

Remaining Performance Obligations

Remaining Performance Obligations, or RPO, ended the quarter at $638 billion, up 363% USD year-over-year and up $85 billion sequentially from the end of Q3.

Most of the RPO increase in both Q3 and Q4 were large scale AI contracts where the customer prepaid Oracle for the purchase of the GPUs, or the customer bought and supplied the GPUs to Oracle. The prepaid and customer supplied hardware portions of our large AI contracts now total $75 billion. This substantially reduces the amount of capital Oracle must raise to build out our AI datacenters.

Capital Investment Program and Capital Funding

Oracle’s capital investment program supports the pursuit of unprecedented opportunities in AI Cloud Infrastructure as described at our most recent Financial Analyst Meeting. In fiscal year 2026, Oracle raised $43 billion in debt financing and $5 billion in equity financing. In fiscal year 2027, Oracle expects to raise approximately $40 billion through a combination of debt and equity financing including its previously announced $20 billion at-the-market equity issuance. Oracle does not expect to issue additional debt in calendar year 2026.

Guidance for Q1 FY 2027

Oracle is providing the following forward-looking guidance for Q1 FY 2027:

•

Total Revenues are expected to grow from 27% to 29% in both constant currency and USD.

•

Total Cloud revenue is expected to grow between 57% and 63% in constant currency and is expected to grow between 58% and 64% in USD.

•

Non-GAAP earnings per share is expected to grow between 16% and 19% and be between $1.71 and $1.75 in constant currency and grow between 17% and 20% and be between $1.72 and $1.76 in USD.

Guidance for Full FY 2027

For fiscal year 2027, we confirm our prior revenue guidance of $90 billion total revenue and raise our non-GAAP EPS guidance to $8.05, which is growth of 18%1 after adjusting for the one-time events of selling our Ampere chip business and Bloom Energy warrants in fiscal year 2026.

AI Market and Technology Evolution

The large increases in Oracle’s RPO and revenue are driven by the growing demand for cloud infrastructure for AI training and inferencing. Oracle is building datacenters that are intended to use clean energy from natural gas fuel cells to generate electricity with minimal emissions. Other innovations in the areas of high-performance networking, advanced security and autonomous software have made Oracle the world’s fastest growing provider of cloud datacenters.

Our database and applications businesses are both benefiting from Oracle’s early adoption of AI. The Oracle Multicloud AI Database grew 404% in Q4—making it our fastest growing business ever. The Oracle Health application suite will soon include a completely new AI version of the Cerner hospital and clinic patient care management system. We expect this new AI patient care management system to push the growth rate of the overall Oracle Health business to double-digits in fiscal year 2027. And this is just the beginning of the expansion of the Oracle Health business.

We believe AI is about to completely revolutionize healthcare. Improvements in patient care are expected to yield much better patient outcomes, while dramatically lowering the cost of healthcare throughout the world. Oracle Health AI systems will allow doctors to spend less time with computers and more time with patients. AI molecular design models are expected to enable researchers to accelerate the development of life-saving drugs. Oracle’s new AI clinical trial system is designed to enable regulators to rapidly review and approve clinical trial test results enabling patients to get access to new drugs sooner. AI will make healthcare better, more accessible, and less expensive.

Common Stock Quarterly Dividend

The board of directors declared a quarterly cash dividend of $0.50 per share of outstanding common stock. This dividend will be paid to stockholders of record as of the close of business on July 10, 2026, with a payment date of July 24, 2026.

Footnotes

1 – Q4 and FY 2026 results include one-time net investment gains from certain transactions. Excluding these investment gains, Q4 non-GAAP EPS would be $2.03, up 20% in USD and up 18% in constant currency and FY 2026 non-GAAP EPS would be $6.83, up 13% in USD and up 11% in constant currency. Excluding these same investment gains, FY 2027 non-GAAP EPS growth would be 18%.

Other Information

•

A sample list of customers which purchased Oracle Cloud services during the quarter will be available at www.oracle.com/customers/earnings/.

•

A list of recent technical innovations and announcements is available at www.oracle.com/news/.

•

To learn what industry analysts have been saying about Oracle’s products and services see www.oracle.com/corporate/analyst-reports/.

Earnings Conference Call and Webcast

Oracle will hold a conference call and webcast today to discuss these results at 4:00 p.m. Central. A live and replay webcast will be available on the Oracle Investor Relations website at www.oracle.com/investor/.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud. For more information about Oracle (NYSE: ORCL), please visit us at www.oracle.com.

# # #

Trademarks

Oracle, Java, MySQL, and NetSuite are registered trademarks of Oracle Corporation. NetSuite was the first cloud company—ushering in the new era of cloud computing.

"Safe Harbor" Statement: Statements in this press release relating to future plans, expectations, beliefs, intentions and prospects, including statements regarding expected future revenues, cloud revenue growth, earnings per share, remaining performance obligations, future customer demand for AI and cloud infrastructure services, future capital expenditures and financing requirements, planned debt and equity financing activities, planned datacenter expansion and technology deployment, future product offerings and enhancements, anticipated benefits of AI technologies and AI-enabled healthcare solutions, expected growth of Oracle Health, future market opportunities and future dividend payments are "forward-looking statements" and are subject to material risks and uncertainties. Risks and uncertainties that could affect our current expectations and our actual results, include, among others: our ability to develop new products and services, integrate acquired products and services and enhance our existing products and services, including our AI products; our management of complex cloud and hardware offerings, including the sourcing of technologies and technology components such as graphic processing units; our ability to anticipate, plan for, secure and manage datacenter capacity; significant coding, manufacturing or configuration errors in our offerings; risks associated with acquisitions; business volatility and risks associated with government contracting; economic, political and market conditions, including tariffs and trade wars; information technology system failures, privacy and data security concerns; cybersecurity breaches; unfavorable legal proceedings, government investigations, and complex and changing laws and regulations. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or by contacting Oracle's Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on the Oracle Investor Relations website at www.oracle.com/investor/. All information set forth in this press release is current as of June 10, 2026. Oracle undertakes no duty to update any statement in light of new information or future events.

ORACLE CORPORATION

Q4 FISCAL 2026 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

Three Months Ended May 31,

% Increase

(Decrease)

2026

% of

Revenues

2025

% of

Revenues

(Decrease)

in US $

in Constant

Currency (1)

REVENUES

Cloud

9,913

52%

6,737

43%

47%

46%

Software

6,824

35%

6,968

44%

(2%)

(3%)

Hardware

924

850

Services

1,523

1,348

13%

12%

Total revenues

19,184

100%

15,903

100%

21%

20%

OPERATING EXPENSES

Cloud and software

5,224

27%

3,343

21%

56%

Hardware

293

252

16%

13%

Services

1,155

1,145

Sales and marketing

2,068

11%

2,306

15%

(10%)

(12%)

Research and development

2,613

14%

2,654

17%

(2%)

(1%)

General and administrative

444

467

(5%)

Amortization of intangible assets

431

544

(21%)

Restructuring and other

823

899%

901%

Total operating expenses

13,051

68%

10,794

68%

21%

20%

OPERATING INCOME

6,133

32%

5,109

32%

20%

18%

Interest expense

(1,438

)

(8%)

(978

)

(6%)

47%

Non-operating income, net

675

INCOME BEFORE INCOME TAXES

5,370

28%

4,151

26%

29%

27%

Provision for income taxes

1,066

724

47%

45%

NET INCOME

4,304

22%

3,427

22%

26%

23%

Preferred stock dividends

—

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

4,223

3,427

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS:

Basic

1.47

1.22

Diluted

1.45

1.19

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

2,878

2,805

Diluted

2,915

2,871

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange 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. Movements in international currencies relative to the United States dollar during the three months ended May 31, 2026 compared with the corresponding prior year period increased our total revenues by 1 percentage point, total operating expenses by 1 percentage point and operating income by 2 percentage points.

Not meaningful

ORACLE CORPORATION

Q4 FISCAL 2026 FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)

Three Months Ended May 31,

% Increase (Decrease)

in US $

% Increase (Decrease) in

Constant Currency (2)

2026

GAAP

Adj.

2026

Non-GAAP

2025

GAAP

Adj.

2025

Non-GAAP

GAAP

Non-GAAP

GAAP

Non-GAAP

TOTAL REVENUES

19,184

—

19,184

15,903

—

15,903

21%

20%

TOTAL OPERATING EXPENSES

13,051

(2,457

)

10,594

10,794

(1,926

)

8,868

21%

19%

20%

19%

Stock-based compensation (3)

1,203

(1,203

)

—

1,299

(1,299

)

—

(7%)

Amortization of intangible assets (4)

431

(431

)

—

544

(544

)

—

(21%)

Restructuring and other

823

(823

)

—

(83

)

—

899%

901%

OPERATING INCOME

6,133

2,457

8,590

5,109

1,926

7,035

20%

22%

18%

21%

OPERATING MARGIN %

32%

45%

32%

44%

(16) bp.

54 bp.

(42) bp.

44 bp.

INCOME TAX EFFECTS (5)

1,066

527

1,593

724

472

1,196

47%

33%

45%

32%

NET INCOME

4,304

1,930

6,234

3,427

1,454

4,881

26%

28%

23%

26%

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

4,223

1,930

6,153

3,427

1,454

4,881

23%

26%

21%

25%

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS

1.45

2.11

1.19

1.70

21%

24%

19%

23%

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

2,915

—

2,915

2,871

—

2,871

(1)

This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

(2)

(3)

Stock-based compensation was included in the following GAAP operating expense categories:

Three Months Ended

May 31, 2026

Three Months Ended

May 31, 2025

GAAP

Adj.

Non-GAAP

GAAP

Adj.

Non-GAAP

Cloud and software

144

(144

)

—

150

(150

)

—

Hardware

)

—

)

—

Services

(52

)

—

(52

)

—

Sales and marketing

185

(185

)

—

200

(200

)

—

Research and development

705

(705

)

—

737

(737

)

—

General and administrative

111

(111

)

—

153

(153

)

—

Total stock-based compensation

1,203

(1,203

)

—

1,299

(1,299

)

—

(4)

Estimated future annual amortization expense related to intangible assets as of May 31, 2026 was as follows:

Fiscal 2027

731

Fiscal 2028

694

Fiscal 2029

620

Fiscal 2030

582

Fiscal 2031

377

Thereafter

225

Total intangible assets, net

3,229

(5)

Income tax effects were calculated reflecting an effective GAAP tax rate of 19.8% and 17.5% in the fourth quarter of fiscal 2026 and 2025, respectively, and an effective non-GAAP tax rate of 20.4% and 19.7% in the fourth quarter of fiscal 2026 and 2025, respectively. The difference in our GAAP and non-GAAP tax rates in each of the fourth quarters of fiscal 2026 and 2025 was primarily due to the net tax effects related to stock-based compensation expense, restructuring and other expense, including the tax effects on amortization of intangible assets, and, final remeasurement impact of the U.S. One, Big, Beautiful Bill Act primarily related to the remeasurement of a deferred tax liability previously recorded during 2021, as part of our legal entity structure, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure.

Not meaningful

ORACLE CORPORATION

FISCAL 2026 YEAR TO DATE FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in millions, except per share data)

Year Ended May 31,

% Increase

(Decrease)

2026

% of

Revenues

2025

% of

Revenues

(Decrease)

in US $

in Constant

Currency (1)

REVENUES

Cloud

33,989

51%

24,506

43%

39%

37%

Software

24,541

36%

24,724

43%

(1%)

(3%)

Hardware

3,084

2,936

Services

5,743

5,233

10%

Total revenues

67,357

100%

57,399

100%

17%

16%

OPERATING EXPENSES

Cloud and software

17,597

26%

11,569

20%

52%

51%

Hardware

868

782

11%

Services

4,556

4,576

(2%)

Sales and marketing

8,331

12%

8,651

15%

(4%)

(5%)

Research and development

10,272

15%

9,860

17%

General and administrative

1,618

1,602

Amortization of intangible assets

1,671

2,307

(28%)

Restructuring and other

1,838

374

391%

384%

Total operating expenses

46,751

69%

39,721

69%

18%

17%

OPERATING INCOME

20,606

31%

17,678

31%

17%

13%

Interest expense

(4,599

)

(7%)

(3,578

)

(6%)

29%

Non-operating income, net

3,547

INCOME BEFORE INCOME TAXES

19,554

29%

14,160

25%

38%

33%

Provision for income taxes (2)

2,467

1,717

44%

39%

NET INCOME

17,087

25%

12,443

22%

37%

32%

Preferred stock dividends

103

—

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

16,984

12,443

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS:

Basic

5.94

4.46

Diluted

5.83

4.34

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

2,860

2,789

Diluted

2,914

2,866

(1)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange 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. Movements in international currencies relative to the United States dollar during the year ended May 31, 2026 compared with the corresponding prior year period increased our total revenues by 1 percentage point, total operating expenses by 1 percentage point and operating income by 4 percentage points.

(2)

Provision for income taxes for the year ended May 31, 2026 includes the impact of the U.S. One, Big, Beautiful Bill Act, which was signed into law on July 4, 2025.

Not meaningful

ORACLE CORPORATION

FISCAL 2026 YEAR TO DATE FINANCIAL RESULTS

RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)

($ in millions, except per share data)

Year Ended May 31,

% Increase (Decrease)

in US $

% Increase (Decrease) in

Constant Currency (2)

2026

GAAP

Adj.

2026

Non-GAAP

2025

GAAP

Adj.

2025

Non-GAAP

GAAP

Non-GAAP

GAAP

Non-GAAP

TOTAL REVENUES

67,357

—

67,357

57,399

—

57,399

17%

16%

TOTAL OPERATING EXPENSES

46,751

(8,320

)

38,431

39,721

(7,355

)

32,366

18%

19%

17%

Stock-based compensation (3)

4,811

(4,811

)

—

4,674

(4,674

)

—

Amortization of intangible assets (4)

1,671

(1,671

)

—

2,307

(2,307

)

—

(28%)

Restructuring and other

1,838

(1,838

)

—

374

(374

)

—

391%

384%

OPERATING INCOME

20,606

8,320

28,926

17,678

7,355

25,033

17%

16%

13%

OPERATING MARGIN %

31%

43%

31%

44%

(21) bp.

(67) bp.

(68) bp.

(93) bp.

INCOME TAX EFFECTS (5)

2,467

3,070

5,537

1,717

2,514

4,231

44%

31%

39%

28%

NET INCOME

17,087

5,250

22,337

12,443

4,841

17,284

37%

29%

32%

26%

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

16,984

5,250

22,234

12,443

4,841

17,284

36%

29%

32%

26%

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS

5.83

7.63

4.34

6.03

34%

27%

30%

24%

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

2,914

—

2,914

2,866

—

2,866

(1)

(2)

(3)

Stock-based compensation was included in the following GAAP operating expense categories:

Year Ended

May 31, 2026

Year Ended

May 31, 2025

GAAP

Adj.

Non-GAAP

GAAP

Adj.

Non-GAAP

Cloud and software

622

(622

)

—

609

(609

)

—

Hardware

(27

)

—

(29

)

—

Services

210

(210

)

—

202

(202

)

—

Sales and marketing

759

(759

)

—

757

(757

)

—

Research and development

2,805

(2,805

)

—

2,638

(2,638

)

—

General and administrative

388

(388

)

—

439

(439

)

—

Total stock-based compensation

4,811

(4,811

)

—

4,674

(4,674

)

—

(4)

Estimated future annual amortization expense related to intangible assets as of May 31, 2026 was as follows:

Fiscal 2027

731

Fiscal 2028

694

Fiscal 2029

620

Fiscal 2030

582

Fiscal 2031

377

Thereafter

225

Total intangible assets, net

3,229

(5)

Income tax effects were calculated reflecting an effective GAAP tax rate of 12.6% and 12.1% in fiscal 2026 and 2025, respectively, and an effective non-GAAP tax rate of 19.9% and 19.7% in fiscal 2026 and 2025, respectively. The difference in our GAAP and non-GAAP tax rates in each of fiscal 2026 and 2025 was primarily due to the net tax effects related to stock-based compensation expense; and restructuring and other expense, including the tax effects on amortization of intangible assets, partially offset by the net deferred tax effects related to an income tax benefit that was previously recorded due to the partial realignment of our legal entity structure; and, for fiscal 2026, the impact of the U.S. One, Big, Beautiful Bill Act (refer to Appendix A for additional information).

Not meaningful

ORACLE CORPORATION

FISCAL 2026 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)

May 31,

2026

May 31,

2025

ASSETS

Current Assets:

Cash and cash equivalents

31,289

10,786

Marketable securities

605

417

Trade receivables, net

10,385

8,558

Prepaid expenses and other current assets

4,288

4,818

Total Current Assets

46,567

24,579

Non-Current Assets:

Property, plant and equipment, net

99,957

43,522

Operating lease right-of-use assets

29,690

13,145

Goodwill

62,261

62,207

Deferred tax assets

11,541

11,877

Other non-current assets

11,743

13,031

Total Non-Current Assets

215,192

143,782

TOTAL ASSETS

261,759

168,361

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Notes payable and other borrowings, current

7,199

7,271

Accounts payable

10,977

5,113

Accrued compensation and related benefits

2,225

2,243

Deferred revenues

9,916

9,387

Other current liabilities

11,447

8,629

Total Current Liabilities

41,764

32,643

Non-Current Liabilities:

Notes payable and other borrowings, non-current

122,342

85,297

Income taxes payable

11,771

10,269

Operating lease liabilities

26,648

11,536

Other non-current liabilities

16,178

7,647

Total Non-Current Liabilities

176,939

114,749

Stockholders’ Equity

43,056

20,969

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

261,759

168,361

ORACLE CORPORATION

FISCAL 2026 FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

Year Ended May 31,

2026

2025

Cash Flows From Operating Activities:

Net income

17,087

12,443

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

7,623

3,867

Amortization of intangible assets

1,671

2,307

Deferred income taxes

(917

)

(1,637

)

Stock-based compensation

4,811

4,674

Gains from investments and other, net

(2,433

)

667

Changes in operating assets and liabilities:

Increase in trade receivables, net

(2,190

)

(653

)

Decrease in prepaid expenses and other assets

2,179

266

Decrease in accounts payable and other liabilities

(240

)

(608

)

Decrease in income taxes payable

(256

)

(659

)

Increase in deferred revenues from customer prepayments with significant financing component

4,592

—

Increase in other deferred revenues

154

Net cash provided by operating activities

31,977

20,821

Cash Flows From Investing Activities:

Purchases of marketable securities and other investments

(2,039

)

(1,272

)

Proceeds from sales and maturities of marketable securities and other investments

5,848

776

Capital expenditures

(55,663

)

(21,215

)

Net cash used for investing activities

(51,854

)

(21,711

)

Cash Flows From Financing Activities:

Proceeds from issuances of common stock

1,449

653

Payments for repurchases of common stock

(95

)

(600

)

Shares repurchased for tax withholdings upon vesting of restricted stock-based awards

(111

)

(900

)

Proceeds from issuances of mandatory convertible preferred stock, net of issuance costs

4,954

—

Payments of dividends to stockholders

(5,787

)

(4,743

)

(Repayments of) proceeds from issuances of commercial paper, net

(2,285

)

1,889

Proceeds from short-term financing related to capital expenditures, net

3,345

1,422

Proceeds from issuances of senior notes, term loan credit agreements and other borrowings, net of issuance costs

46,093

19,548

Repayments of senior notes, term loan credit agreements and other borrowings

(6,942

)

(15,841

)

Other financing activities, net

(337

)

(330

)

Net cash provided by financing activities

40,284

1,098

Effect of exchange rate changes on cash and cash equivalents

124

Net increase in cash and cash equivalents

20,503

332

Cash and cash equivalents at beginning of period

10,786

10,454

Cash and cash equivalents at end of period

31,289

10,786

ORACLE CORPORATION

FISCAL 2026 FINANCIAL RESULTS

FREE CASH FLOW - TRAILING FOUR-QUARTERS (1)

($ in millions)

Fiscal 2025

Fiscal 2026

GAAP Operating Cash Flow

19,126

20,287

20,745

20,821

21,534

22,296

23,514

31,977

Capital Expenditures

(7,855

)

(10,745

)

(14,933

)

(21,215

)

(27,414

)

(35,477

)

(48,250

)

(55,663

)

Free Cash Flow

11,271

9,542

5,812

(394

)

(5,880

)

(13,181

)

(24,736

)

(23,686

)

Operating Cash Flow % Growth over prior year

19%

14%

12%

13%

10%

13%

54%

Free Cash Flow % Growth over prior year

19%

(6%)

(53%)

GAAP Net Income

10,976

11,624

12,160

12,443

12,441

15,425

16,210

17,087

Operating Cash Flow as a % of Net Income

174%

175%

171%

167%

173%

145%

187%

Free Cash Flow as a % of Net Income

103%

82%

48%

(3%)

(47%)

(85%)

(153%)

(139%)

(1)

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 flow generated from operations. We believe free cash flow is also useful as one of the bases for comparing our performance with 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.

Not meaningful

ORACLE CORPORATION

FISCAL 2026 FINANCIAL RESULTS

NET CASH OUTLAY FOR CAPITAL EXPENDITURES - TRAILING FOUR-QUARTERS (1)

($ in millions)

Fiscal 2025

Fiscal 2026

Capital Expenditures

(7,855

)

(10,745

)

(14,933

)

(21,215

)

(27,414

)

(35,477

)

(48,250

)

(55,663

)

Less: Other Short-Term Financing Cash Flow Related to Capital Expenditures (2)

—

1,422

3,380

2,620

4,089

3,345

Less: Customer Prepayments with Significant Financing Component for Capital Expenditures (3)

—

4,592

Net Cash Outlay for Capital Expenditures

(7,855

)

(10,745

)

(14,933

)

(19,793

)

(24,034

)

(32,857

)

(44,161

)

(47,726

)

(1)

To supplement our cash flow for capital expenditures presented in our statements of cash flows in accordance with GAAP, we provide net cash outlay for capital expenditures on a trailing four-quarter basis. Net cash outlay for capital expenditures is defined as capital expenditures, less (1) other short-term financing cash flow related to capital expenditures and (2) customer prepayments with significant financing component for capital expenditures. We believe this supplemental presentation of net cash outlay for capital expenditures is useful because it provides additional information about the cash requirement for funding of our capital expenditures and is used by management when forecasting expected capital expenditures.

(2)

Represents other short-term financing cash flows related to capital expenditures as reported in cash flows from financing activities in our statements of cash flows. We use third-party manufacturing partners to produce most of our cloud infrastructure assets and in some cases supply them with components purchased directly from suppliers. Certain of these arrangements result in a portion of the cash received from and paid to third-party manufacturers presented within financing activities in our statements of cash flows.

(3)

Represents customer prepayments with significant financing component as reported in cash flows from operating activities in our cash flow statements presented in accordance with GAAP.

ORACLE CORPORATION

FISCAL 2026 FINANCIAL RESULTS

SUPPLEMENTAL ANALYSIS OF GAAP REVENUES (1)

($ in millions)

Fiscal 2025

Fiscal 2026

TOTAL

REVENUES BY OFFERINGS

Cloud

5,623

5,937

6,210

6,737

24,506

7,186

7,977

8,914

9,913

33,989

Software license

870

1,195

1,129

2,007

5,201

766

939

1,150

1,881

4,737

Software support

4,896

4,869

4,797

4,961

19,523

4,955

4,938

4,969

4,943

19,804

Software

5,766

6,064

5,926

6,968

24,724

5,721

5,877

6,119

6,824

24,541

Hardware

655

728

703

850

2,936

670

776

714

924

3,084

Services

1,263

1,330

1,291

1,348

5,233

1,349

1,428

1,443

1,523

5,743

Total revenues

13,307

14,059

14,130

15,903

57,399

14,926

16,058

17,190

19,184

67,357

AS REPORTED REVENUE GROWTH RATES

Cloud

21%

24%

23%

27%

24%

28%

34%

44%

47%

39%

Software license

(10%)

(12%)

(21%)

(6%)

(9%)

Software support

(2%)

Software

(4%)

(1%)

(3%)

(2%)

(1%)

Hardware

(8%)

(4%)

(7%)

(4%)

Services

(9%)

(3%)

(1%)

(2%)

(4%)

12%

13%

10%

Total revenues

11%

12%

14%

22%

21%

17%

CONSTANT CURRENCY REVENUE GROWTH RATES (2)

Cloud

22%

24%

25%

27%

24%

27%

33%

41%

46%

37%

Software license

(8%)

(13%)

(23%)

(2%)

(6%)

(10%)

Software support

(1%)

Software

(2%)

(5%)

(1%)

(3%)

Hardware

(8%)

(3%)

(5%)

(4%)

(2%)

Services

(8%)

(3%)

(2%)

(3%)

12%

Total revenues

11%

13%

18%

20%

16%

CLOUD REVENUES BY OFFERINGS

Cloud applications

3,469

3,503

3,558

3,742

14,272

3,839

3,898

4,026

4,126

15,888

Cloud infrastructure

2,154

2,434

2,652

2,995

10,234

3,347

4,079

4,888

5,787

18,101

Total cloud revenues

5,623

5,937

6,210

6,737

24,506

7,186

7,977

8,914

9,913

33,989

AS REPORTED REVENUE GROWTH RATES

Cloud applications

10%

12%

10%

11%

13%

10%

11%

Cloud infrastructure

45%

52%

49%

52%

50%

55%

68%

84%

93%

77%

Total cloud revenues

21%

24%

23%

27%

24%

28%

34%

44%

47%

39%

CONSTANT CURRENCY REVENUE GROWTH RATES (2)

Cloud applications

10%

11%

10%

11%

10%

Cloud infrastructure

46%

52%

51%

52%

51%

54%

66%

81%

92%

75%

Total cloud revenues

22%

24%

25%

27%

24%

27%

33%

41%

46%

37%

GEOGRAPHIC REVENUES

Americas

8,372

8,933

9,000

10,034

36,339

9,662

10,467

11,361

12,988

44,478

Europe/Middle East/Africa

3,228

3,381

3,421

3,996

14,025

3,481

3,760

3,964

4,093

15,297

Asia Pacific

1,707

1,745

1,709

1,873

7,035

1,783

1,831

1,865

2,103

7,582

Total revenues

13,307

14,059

14,130

15,903

57,399

14,926

16,058

17,190

19,184

67,357

(1)

The sum of the quarterly information presented may vary from the year-to-date information presented due to rounding.

(2)

We compare the percent change in the results from one period to another period using constant currency disclosure. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the exchange rates in effect on May 31, 2025 and 2024 for the fiscal 2026 and fiscal 2025 constant currency growth rate calculations presented, respectively, rather than the actual exchange rates in effect during the respective periods.

APPENDIX A

ORACLE CORPORATION

Q4 FISCAL 2026 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude certain significant expenses including stock-based compensation, expenses related to acquisitions, restructuring and certain other operating expenses, that we believe are helpful in understanding our past financial performance and our future results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects related to each of the below items except for the impact of the U.S. One, Big, Beautiful Bill Act:

• Stock-based compensation expenses: We have excluded the effect of stock-based compensation expenses from our non-GAAP operating expenses, income tax effects and net income measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods.

• Amortization of intangible assets: We have excluded the effect of amortization of intangible assets from our non-GAAP operating expenses, income tax effects and net income measures. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

• Restructuring and other expenses: We have excluded the effect of restructuring and other expenses from our non-GAAP operating expenses, income tax effects and net income measures. We incurred expenses in connection with our restructuring activities and also incurred certain other operating expenses or income, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Restructuring and other expenses consist of employee severance costs and other exit costs related to our restructuring activities, certain asset impairment charges and certain other operating items, net. We believe it is useful for investors to understand the effects of these items on our total operating expenses.

• Impact of the U.S. One, Big, Beautiful Bill Act (OBBBA): OBBBA was signed into law on July 4, 2025. We recorded a net tax expense of $933 million for the full year 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. We have excluded the impact of this charge from our non-GAAP income taxes and net income measures in fiscal 2026. We believe making these adjustments provides insight to our operating performance and comparability to past operating results.

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Definition

Document and entity information.

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