ORACLE CORP

ORACLE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS As of February 28, 2026 and May 31, 2025 (Unaudited) (in millions, except per share data) February 28, May 31, 2026 2025 ASSETS Current assets: Cash and cash equivalents $38,455 $10,786 Marketable securities 677 417 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 5,023 4,818 Total current assets 54,874 24,579 Non-current assets: Property, plant and equipment, net 83,617 43,522 Intangible assets, net 3,641 4,587 Goodwill 62,274 62,207 Deferred tax assets 11,360 11,877 Other non-current assets 29,474 21,589 Total non-current assets 190,366 143,782 Total assets $245,240 $168,361 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Notes payable and other borrowings, current $9,887 $7,271 Accounts payable 9,474 5,113 Accrued compensation and related benefits 1,940 2,243 Deferred revenues 9,881 9,387 Other current liabilities 9,555 8,629 Total current liabilities 40,737 32,643 Non-current liabilities: Notes payable and other borrowings, non-current 124,718 85,297 Income taxes payable 11,402 10,269 Operating lease liabilities 18,512 11,536 Other non-current liabilities 10,820 7,647 Total non-current liabilities 165,452 114,749 Commitments and contingencies Oracle Corporation stockholders’ equity: 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: 2,875 shares and 2,807 shares as of February 28, 2026 and May 31, 2025, respectively 41,910 37,107 Accumulated deficit (7,092 ) (15,481 ) Accumulated other comprehensive loss (1,277 ) (1,175 ) Total Oracle Corporation stockholders’ equity 38,495 20,451 Noncontrolling interests 556 518 Total stockholders’ equity 39,051 20,969 Total liabilities and stockholders’ equity $245,240 $168,361 See notes to condensed consolidated financial statements. 1 ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three and Nine Months Ended February 28, 2026 and 2025 (Unaudited) Three Months Ended Nine Months Ended February 28, February 28, (in millions, except per share data) 2026 2025 2026 2025 Revenues: Cloud $8,914 $6,210 $24,076 $17,769 Software 6,119 5,926 17,717 17,756 Hardware 714 703 2,160 2,086 Services 1,443 1,291 4,220 3,885 Total revenues 17,190 14,130 48,173 41,496 Operating expenses: Cloud and software(1) 4,776 2,882 12,373 8,226 Hardware(1) 183 197 576 530 Services(1) 1,133 1,116 3,401 3,430 Sales and marketing(1) 2,052 2,119 6,263 6,345 Research and development 2,607 2,429 7,658 7,206 General and administrative 1,174 1,135 Amortization of intangible assets 413 548 1,239 1,763 Acquisition related and other 20 28 55 72 Restructuring 153 63 961 220 Total operating expenses 11,726 9,772 33,700 28,927 Operating income 5,464 4,358 14,473 12,569 Interest expense (1,180 ) (892 ) (3,160 ) (2,600 ) Non-operating income (expenses), net 132 (18 ) 2,872 39 Income before income taxes 4,416 3,448 14,185 10,008 Provision for income taxes 695 512 1,402 992 Net income $3,721 $2,936 $12,783 $9,016 Preferred stock dividends 22 — 22 — Net income available to common shareholders $3,699 $2,936 $12,761 $9,016 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 2,874 2,799 2,855 2,783 Diluted 2,912 2,874 2,914 2,865 (1)Exclusive of amortization of intangible assets, which is shown separately. See notes to condensed consolidated financial statements. 2 ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Three and Nine Months Ended February 28, 2026 and 2025 (Unaudited) Three Months Ended Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Net income $3,721 $2,936 $12,783 $9,016 Other comprehensive loss, net of tax: Net foreign currency translation gains (losses) 2 (54 ) (60 ) (51 ) Net unrealized losses on cash flow hedges (6 ) (19 ) (39 ) (107 ) Other, net (2 ) (1 ) (3 ) (3 ) Total other comprehensive loss, net (6 ) (74 ) (102 ) (161 ) Comprehensive income $3,715 $2,862 $12,681 $8,855 See notes to condensed consolidated financial statements. 3 ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Three and Nine Months Ended February 28, 2026 and 2025 (Unaudited) Three Months Ended Nine Months Ended February 28, February 28, (in millions, except per share data) 2026 2025 2026 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 $40,577 $34,310 $37,107 $32,764 Common stock issued 9 213 1,317 520 Stock-based compensation 1,328 1,198 3,608 3,374 Repurchases of common stock — (10 ) (6 ) (34 ) Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (2 ) (1 ) (111 ) (900 ) Other, net (2 ) (19 ) (5 ) (33 ) Balance, end of period $41,910 $35,691 $41,910 $35,691 Accumulated deficit Balance, beginning of period $(9,355 ) $(19,045 ) $(15,481 ) $(22,628 ) Repurchases of common stock — (140 ) (87 ) (416 ) Preferred stock dividends (22 ) — (22 ) — Common stock dividends (1,436 ) (1,119 ) (4,285 ) (3,340 ) Net income 3,721 2,936 12,783 9,016 Balance, end of period $(7,092 ) $(17,368 ) $(7,092 ) $(17,368 ) Other stockholders’ equity, net Balance, beginning of period $(765 ) $(1,029 ) $(657 ) $(897 ) Other comprehensive loss, net (6 ) (74 ) (102 ) (161 ) Other, net 50 41 38 (4 ) Balance, end of period $(721 ) $(1,062 ) $(721 ) $(1,062 ) Total stockholders’ equity $39,051 $17,261 $39,051 $17,261 Cash dividends declared per common share $0.50 $0.40 $1.50 $1.20 See notes to condensed consolidated financial statements. 4 ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended February 28, 2026 and 2025 (Unaudited) Nine Months Ended February 28, (in millions) 2026 2025 Cash flows from operating activities: Net income $12,783 $9,016 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 5,208 2,715 Amortization of intangible assets 1,239 1,763 Deferred income taxes (295 ) (1,097 ) Stock-based compensation 3,608 3,374 Gains from investments and other, net (2,149 ) 422 Changes in operating assets and liabilities: Increase in trade receivables, net (2,201 ) (312 ) Decrease in prepaid expenses and other assets 1,386 603 Decrease in accounts payable and other liabilities (821 ) (633 ) Decrease in income taxes payable (1,651 ) (1,222 ) Increase in deferred revenues 250 35 Net cash provided by operating activities 17,357 14,664 Cash flows from investing activities: Purchases of marketable securities and other investments (1,663 ) (838 ) Proceeds from sales and maturities of marketable securities and other investments 4,857 444 Capital expenditures (39,170 ) (12,135 ) Net cash used for investing activities (35,976 ) (12,529 ) Cash flows from financing activities: Proceeds from issuances of common stock 1,317 520 Payments for repurchases of common stock (95 ) (450 ) 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 (4,285 ) (3,340 ) Proceeds from (repayments of) commercial paper and other short-term financing, net 2,279 (396 ) Proceeds from issuances of senior notes, term loan credit agreements and other borrowings, net of issuance costs 44,544 19,548 Repayments of senior notes, term loan credit agreements and other borrowings (2,193 ) (9,771 ) Other financing activities, net (215 ) (299 ) Net cash provided by financing activities 46,195 4,912 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 $38,455 $17,406 Non-cash investing activities: Unpaid capital expenditures $4,506 $1,846 See notes to condensed consolidated financial statements. 5 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS February 28, 2026 (Unaudited) 1.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 nine months ended February 28, 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 February 28, 2026 and May 31, 2025 and our condensed consolidated statements of cash flows for the nine months ended February 28, 2026 and 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 February 28, 2026 and May 31, 2025. The revenues recognized during the nine months ended February 28, 2026 and 2025 that were included in the opening deferred revenues balances as of May 31, 2025 and 2024 were approximately $8.7 billion and $8.6 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 nine months ended February 28, 2026 and 2025, respectively. Remaining performance obligations were $552.6 billion as of February 28, 2026, of which we expect to recognize approximately 12% as revenues over the next twelve months, 31% 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. 6 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 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 $333 million and $1.4 billion for the three and nine months ended February 28, 2026, respectively, and $306 million and $1.2 billion for the three and nine months ended February 28, 2025, respectively. Non-Marketable Investments Our non-marketable debt investments and equity securities and related instruments totaled $2.2 billion and $2.1 billion as of February 28, 2026 and May 31, 2025, respectively, and substantially all of the balance is included in other non-current assets in the accompanying condensed consolidated balance sheets and 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 November 25, 2025, SoftBank Group Corp. acquired all of the equity interests of Ampere (the Ampere Acquisition). 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 nine months ended February 28, 2026. We have no remaining investment in Ampere as of February 28, 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 Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Transitional and other employee-related costs $— $— $1 $3 Business combination adjustments, net — 1 5 (4 ) Other, net 20 27 49 73 Total acquisition related and other expenses $20 $28 $55 $72 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 losses and gains related to marketable and non-marketable investments, including net losses and 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 7 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 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 Nine Months Ended February 28, 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. 2.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. 8 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 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): February 28, 2026 May 31, 2025 Fair Value Measurements Fair Value Measurements Using Input Types Using Input Types (in millions) Level 1 Level 2 Total Level 1 Level 2 Total Assets: Money market funds $32,305 $— $32,305 $2,220 $— $2,220 Time deposits and other 63 763 826 59 526 585 Derivative financial instruments — 16 16 — 54 54 Total assets $32,368 $779 $33,147 $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 February 28, 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 $130.9 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 February 28, 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 February 28, 2026 and May 31, 2025 were $118.4 billion and $81.3 billion, respectively. 9 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 3.NOTES PAYABLE AND OTHER BORROWINGS Senior Notes In the first nine months of fiscal 2026, we issued a total of $43.0 billion par value of senior notes comprised of the following: February 28, 2026 (Dollars in millions) Date of Amount Effective Issuance Interest Rate Fixed-rate senior notes: $3,000, 4.55%, due February 2029 February 2026 $3,000 4.74% $3,000, 4.45%, due September 2030 September 2025 3,000 4.55% $3,500, 4.95%, due February 2031 February 2026 3,500 5.08% $3,000, 4.80%, due September 2032 September 2025 3,000 4.87% $3,000, 5.35%, due May 2033 February 2026 3,000 5.42% $4,000, 5.20%, due September 2035 September 2025 4,000 5.25% $5,000, 5.70%, due February 2036 February 2026 5,000 5.78% $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 February 28, 2026. 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. 10 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 4.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 Nine Months Ended February 28, 2026 Accrued Total Total Costs Expected (in millions) May 31, Initial Adj. to Cash Others(5) February 28, Accrued Program 2025(2) Costs(3) Cost(4) Payments 2026(2) to Date Costs 2026 Restructuring Plan(1) Cloud and software $— $333 $24 $(234 ) $1 $124 $357 $786 Hardware — 37 1 (24 ) — 14 38 83 Services — 124 6 (81 ) — 49 130 399 Other — 423 34 (354 ) 2 105 457 835 Total 2026 Restructuring Plan $— $917 $65 $(693 ) $3 $292 $982 $2,103 Total other restructuring plans(6) $212 $— $(21 ) $(95 ) $4 $100 Total restructuring plans $212 $917 $44 $(788 ) $7 $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 February 28, 2026, $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. 11 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 5.DEFERRED REVENUES Deferred revenues consisted of the following: (in millions) February 28, May 31, 2026 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 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. 6.LEASES AND OTHER COMMITMENTS Leases We have operating and finance leases that primarily relate to our data centers and real estate facilities. The components of lease expense were as follows: Three Months Ended Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Operating lease cost $725 $440 $1,932 $1,209 Finance lease cost: Amortization of ROU assets $98 $8 $232 $8 Interest on lease liabilities 77 6 184 6 Total finance lease cost $175 $14 $416 $14 12 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) Supplemental balance sheet information related to leases was as follows: (in millions) February 28, May 31, 2026 2025 Operating leases: Operating lease ROU assets $20,817 $13,145 Operating lease liabilities: Operating lease liabilities, current $2,798 $1,914 Operating lease liabilities, non-current 18,512 11,536 Total operating lease liabilities $21,310 $13,450 Finance leases: Finance lease ROU assets $6,060 $2,874 Finance lease liabilities: Finance lease liabilities, current $539 $257 Finance lease liabilities, non-current 5,711 2,677 Total finance lease liabilities $6,250 $2,934 Supplemental cash flow information related to leases was as follows: Nine Months Ended February 28, (in millions) 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating leases $1,741 $1,151 Finance leases $286 $8 ROU assets obtained in exchange for lease obligations: Operating leases $8,837 $5,404 Finance leases $3,419 $902 Maturities of lease liabilities were as follows as of February 28, 2026 (in millions): Operating Finance Leases 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 As of February 28, 2026, we had $261 billion of additional lease commitments, substantially all related to data center arrangements, that are generally expected to commence between the fourth quarter of fiscal 2026 and fiscal 2028 and for terms of fifteen to nineteen years that were not reflected on our condensed consolidated balance sheets as 13 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) of February 28, 2026. These additional lease commitments include a lease for which we have guaranteed up to $2.2 billion of the lessor’s borrowing, which matures in September 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. 7.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. 14 ORACLE CORPORATION 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 February 28, 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 nine months ended February 28, 2026 and 2.9 million shares for $450 million during the nine months ended February 28, 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 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. Fiscal 2026 Stock‑Based Awards Activity and Compensation Expense During the first nine months of fiscal 2026, we issued 20 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 17 million shares during the first nine months of fiscal 2026. The SOs were granted with an exercise price not less than the closing 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 with an exercise price not less than the closing share price of our common stock on the grant date and expire ten years from the date of grant. We estimated the fair values of our SOs and 15 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 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 Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Cloud and software $171 $160 $478 $459 Hardware 8 8 21 21 Services 58 54 158 150 Sales and marketing 212 200 574 556 Research and development 785 675 2,100 1,902 General and administrative 94 101 277 286 Total stock-based compensation $1,328 $1,198 $3,608 $3,374 8.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 15.7% and 9.9% for the three and nine months ended February 28, 2026, respectively, and 14.9% and 9.9% for the three and nine months ended February 28, 2025, respectively. Our net deferred tax assets were $10.6 billion and $10.2 billion as of February 28, 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. 16 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 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 these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense. 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. 9.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) ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 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. ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) The following table presents summary results for each of our three businesses: Three Months Ended Nine Months Ended February 28, 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 Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Total margin for operating segments $9,592 $8,341 $27,095 $24,478 Research and development (2,607 ) (2,429 ) (7,658 ) (7,206 ) General and administrative ( ) ( ) (1,174 ) (1,135 ) Amortization of intangible assets (413 ) (548 ) (1,239 ) (1,763 ) Acquisition related and other (20 ) (28 ) (55 ) (72 ) Restructuring (153 ) (63 ) (961 ) (220 ) Stock-based compensation for operating segments (449 ) (422 ) (1,231 ) (1,186 ) Expense allocations and other, net (97 ) (103 ) (304 ) (327 ) Interest expense (1,180 ) (892 ) (3,160 ) (2,600 ) Non-operating income (expenses), net 132 (18 ) 2,872 39 Income before income taxes $4,416 $3,448 $14,185 $10,008 ORACLE CORPORATION 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 Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Americas $11,361 $9,000 $31,490 $26,305 EMEA(1) 3,964 3,421 11,204 10,029 Asia Pacific 1,865 1,709 5,479 5,162 Total revenues $17,190 $14,130 $48,173 $41,496 (1)Comprised of Europe, the Middle East and Africa The following table presents our software revenues by offerings: Three Months Ended Nine Months Ended February 28, February 28, (in millions) 2026 2025 2026 2025 Software license $1,150 $1,129 $2,856 $3,194 Software support 4,969 4,797 14,861 14,562 Total software revenues $6,119 $5,926 $17,717 $17,756 The following table presents our cloud revenues by offerings: Three Months Ended Nine Months Ended February 28, 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 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 10.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 Nine Months Ended February 28, February 28, (in millions, except per share data) 2026 2025 2026 2025 Net income $3,721 $2,936 $12,783 $9,016 Preferred stock dividends 22 — 22 — Net income available to common shareholders $3,699 $2,936 $12,761 $9,016 Weighted-average common shares outstanding 2,874 2,799 2,855 2,783 Dilutive effect of employee stock plans 38 75 59 82 Dilutive weighted-average common shares outstanding 2,912 2,874 2,914 2,865 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)Consists of: (1) 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. 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 ORACLE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued) February 28, 2026 (Unaudited) 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. As scheduled, on January 30, 2026, the Advocate General handed down a non-binding opinion advising the Supreme Court to dismiss Oracle’s grounds of appeal and to uphold TPC’s appeal in part. On March 6, 2026, we filed a response to the opinion. The Supreme Court’s judgment is scheduled to be issued on June 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, 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. 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.