DEF 14A of Oracle Corp, Sep 26, 2025

DEF 14A of Oracle Corp

Filed Sep 26, 2025 · FY20250001193125-25-220801

Open on EDGAR

  1. Nominees for Directors

    Nominees for Directors Our Board has nominated 13 individuals for election as directors for a one-year term, 11 of whom stood for election at our last annual meeting of stockholders. The Board elected Messrs. Magouyrk and Sicilia as employee directors effective September 22, 2025, and both will stand for election at the Annual Meeting. Two of our current independent directors, Leon E. Panetta and William G. Parrett, will not be standing for re-election at the Annual Meeting. We thank them for their service to Oracle.

  2. Nominees for Directors

    | Ø | Director Qualifications |

  3. Nominees for Directors

    Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 25) contain Board membership qualifications that apply to Board nominees recommended by the Governance Committee. The Governance Committee seeks to assemble a Board with a wide range of skills, experiences and perspectives. When considering director nominees, the Governance Committee looks at each candidate’s character, acumen and business judgment, while also focusing on the overall mix of strengths on the Board including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; leadership and strategic vision. The Governance Committee also believes that the Board is enriched by varied perspectives, backgrounds and experiences, and, consistent with our Corporate Governance Guidelines, is committed to considering individuals with a variety of gender, race and ethnicity backgrounds in assembling a pool of potential directors whose individual skills, experience and perspectives it believes will help create an outstanding, dynamic and effective Board to represent the interests of the stockholders. The Governance Committee also takes

  4. director tenure

    director tenure into consideration when making director nomination decisions and believes that it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased institutional knowledge of and valuable insight into our company and its operations and newer directors with fresh perspectives. The Governance Committee and the Board also believe that longer-tenured, experienced directors are a significant strength of the Board, given the large size of our company, the breadth of our product offerings and the international scope of our organization. See “Corporate Governance—Director Tenure and Board Refreshment” on page 33 for more information. Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of Oracle’s businesses and industry.

  5. director tenure

    | Industry Knowledge and Experience | | We seek directors with experience as executives, directors, or leaders in the technology sectors in which we compete, as our long-term success depends on continued innovation and strategic investment in products and technologies. We believe this industry-specific experience enhances the Board’s ability to understand our business and products, evaluate our competitive position, monitor emerging technology trends, assess potential acquisitions and guide our overall acquisition strategy. |

  6. director tenure

    | Management, Oversight of Complex Organizations, Accounting and Finance Expertise | | We believe that an understanding of management practices, oversight of complex organizations and accounting/finance expertise is important for our directors. We value management experience in our directors as it provides a practical understanding of organizations, processes, strategies, risk management and the methods to drive change and growth that equips the Board to, among other things, identify and recommend improvements to our business operations, sales and marketing approaches and product strategy. We also seek to have at least one independent director who qualifies as an audit committee financial expert, and we expect all of our directors serving on the F&A Committee to be financially knowledgeable. |

  7. director tenure

    | Business Judgment, Leadership and Strategic Vision | | We believe that directors with experience in significant leadership positions are commonly required to demonstrate excellent business judgment, leadership skills and strategic vision. We seek directors with these characteristics as they bring important insights to Board deliberations and processes. We also believe that it is important to have directors with experience leading other large, complex organizations who can collaborate with and provide counsel to our executive management team. |

  8. director tenure

    The Board evaluates its own composition in the context of the broad range of experiences and perspectives that the directors collectively bring to the boardroom. Their backgrounds provide the Board with vital insights. The matrix below summarizes what our Board believes are desirable skills and experiences for director nominees in light of our current business strategy but does not encompass all skills and experiences of such director nominees. Each director nominee’s biography provides further details regarding each nominee’s specific qualifications.

  9. director tenure

    | Key Skills & Experience | Ellison | Catz | Henley | Ablo | Berg | Boskin | Chizen | Conrades | Fairhead | Magouyrk | Moorman | Seligman | Sicilia | | Technology Industry | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | Strategic Transformation | | | | | | | | | | | | | | | Global Organizations | | | | | | | | | | | | | | | Long-term Growth Strategy | | | | | | | | | | | | | | | Healthcare Industry | | | | | | | | | | | | | | | Governmental Affairs and Regulation | | | | | | | | | | | | | | | Finance and Accounting | | | | | | | | | | | | | | | International Tax and Monetary Policy | | | | | | | | | | | | | | | Technological Innovation and IP | | | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | | Executive Leadership and Talent Development | | | | | | | | | | | | | | | Former/current director at another public company | | | | | | | | | | | | | |

  10. director tenure

    The experiences, qualifications and skills of each director that the Board considered in his or her nomination are included below the directors’ individual biographies on the following pages. The Board concluded that each nominee should serve as a director based on the specific experience and attributes listed below and the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations. The age of each nominee is provided as of September 19, 2025, the record date for the Annual Meeting.

  11. director tenure

    | AWO ABLO | | | Independent Director Director since 2022 Age: 53 | Ms. Ablo has served as President at Co-Impact since March 2025. She previously served as the Executive Vice President, Strategy and Partnerships at the Tony Blair Institute for Global Change (the Institute), a global non-profit organization, from November 2022 to March 2025 and as an advisor to iceaddis, an Ethiopian innovation hub and technology startup incubator, since 2022. She also served as the Executive Director, External Relations at the Institute from October 2017 to November 2022 and as the Director, External Affairs at the Institute from March 2017 to October 2017. Previously, Ms. Ablo was Director of Development and External Relations for the Tony Blair Africa Governance Initiative from May 2016 to March 2017. She has also served on various advisory groups and committees, including the Chatham House Global Health Working Group. Qualifications: Ms. Ablo brings to the Board a globally informed perspective shaped by her extensive collaboration with senior international government officials during her tenure at the Institute and the BBC World Service Trust. Her leadership in global health, including key roles at the International HIV/AIDS Alliance and service with the Chatham House Global Health Working Group, provides the Board with valuable insights into public health policy and international development. Ms. Ablo’s thorough understanding of the priorities of public sector and healthcare stakeholders enhances the Board’s ability to guide Oracle’s strategy in engaging with global government and healthcare customers. | | Board Committees: Governance | |

  12. director tenure

    | JEFFREY S. BERG | | | Independent Director Director since 1997 Age: 78 | Mr. Berg has been an agent, media executive and adviser in the entertainment industry for over 45 years. Mr. Berg has served as Chairman of Northside Services, LLC, a media and entertainment advisory firm, since May 2015. Mr. Berg was Chairman of Resolution, a talent and literary agency he founded, from January 2013 until April 2015. Between 1985 and 2012, he was the Chairman and CEO of International Creative Management, Inc. (ICM), a talent agency for the entertainment industry. He has served as Co-Chair of California’s Council on Information Technology and was President of the Executive Board of the College of Letters and Sciences at the University of California at Berkeley. He previously served on the Board of Trustees of the Anderson School of Management at the University of California at Los Angeles and the Court of Governors of the London School of Economics. Qualifications: As the former CEO of ICM, Mr. Berg brings more than 45 years of executive leadership in the global entertainment industry, having led one of the world’s foremost full-service talent agencies. His experience advising and representing high-profile artists, writers, directors, and production companies provides the Board with unique insight into brand management, talent strategy and navigating rapidly changing industries. Mr. Berg’s background also informs the Board’s oversight of executive leadership, compensation practices and organizational effectiveness. | | Board Committees: Finance and Audit, Independence (Chair) | |

  13. director tenure

    | MICHAEL J. BOSKIN | | | Independent Director Director since 1994 Age: 80 | Dr. Boskin is the Tully M. Friedman Professor of Economics and Rose and Milton Friedman Hoover Institution Senior Fellow at Stanford University, where he has been on the faculty since 1971. He is CEO and President of Boskin & Co., Inc., a consulting firm. He was Chairman of the President’s Council of Economic Advisers from February 1989 until January 1993. Dr. Boskin currently serves as director of Bloom Energy Corporation. Qualifications: Dr. Boskin is an internationally recognized economist with expertise in global economic growth, tax and fiscal policy, and the evolving impact of technology on labor and capital markets. His extensive advisory experience, including leadership of a respected economic consultancy and board service at a major multinational organization, enables him to provide the Board with valuable insights into international tax, monetary policy, treasury functions, currency exposure, general economic and labor trends, economic risk, global financial trends and strategic fiscal governance. Dr. Boskin’s perspective enhances the Board’s ability to anticipate macroeconomic developments and guide Oracle’s long-term financial strategy. | | Board Committees: Finance and Audit (Chair) | |

  14. director tenure

    | SAFRA A. CATZ | | | Executive Vice Chair Director since 2001 Age: 63 | Ms. Catz has been our Executive Vice Chair since September 2025. Ms. Catz previously served as our CEO from September 2014 to September 2025, as our President from January 2004 to September 2014 and as our Chief Financial Officer (CFO) most recently from April 2011 until September 2014. Ms. Catz was previously our CFO from November 2005 until September 2008 and our Interim CFO from April 2005 until July 2005. Prior to being named President, she held various other positions with us since joining Oracle in 1999. Ms. Catz currently serves as a director of Paramount Skydance Corporation. During the last five years, Ms. Catz previously served as a director of The Walt Disney Company. Qualifications: As Oracle’s former CEO, Ms. Catz was responsible for all aspects of Oracle’s operations apart from product development and engineering. With over two decades of executive leadership at Oracle, including prior service as Chief Financial Officer, she brings extensive institutional knowledge and a deep understanding of Oracle’s strategic direction, operational performance, and financial stewardship. Before joining Oracle, Ms. Catz was a managing director at Donaldson, Lufkin & Jenrette, where she advised technology companies, gaining significant industry and transactional experience. Her expertise in corporate finance and mergers and acquisitions has been instrumental in shaping Oracle’s acquisition strategy. In addition, her service on the boards of other large, global organizations provides valuable perspectives on corporate governance and operational best practices. |

  15. director tenure

    | BRUCE R. CHIZEN | | | Lead Independent Director Director since 2008 Age: 70 | Mr. Chizen is currently an independent consultant and has served as Senior Adviser to Permira Advisers LLP (Permira), a private equity firm, since July 2008 and as a Strategic Advisor at Voyager Capital, a venture capital firm, since May 2023. Mr. Chizen previously served as a Venture Partner at Voyager Capital from July 2009 to May 2023. He has also served as an Operating Partner for Permira Growth Opportunities, a private equity fund, since June 2018. From 1994 to 2008, Mr. Chizen served in a number of positions at Adobe Systems Incorporated (Adobe), a provider of design, imaging and publishing software, including CEO (2000 to 2007), President (2000 to 2005), acting CFO (2006 to 2007) and strategic adviser (2007 to 2008). Mr. Chizen currently serves as Chair of both ChargePoint, Inc. and Informatica Inc. and as a director of Synopsys, Inc. Qualifications: As the former CEO of Adobe, Mr. Chizen brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. In particular, Mr. Chizen’s experience in heading the extension of Adobe’s product leadership provides the Board with perspectives applicable to challenges faced by Oracle. In addition, Mr. Chizen’s current roles at Permira and Voyager Capital require him to be very familiar with companies driven by information technology or intellectual property, which allows him to provide the Board with valuable insights regarding Oracle’s acquisition and product strategies. The Board also benefits from Mr. Chizen’s financial expertise and significant audit and financial reporting knowledge, including his experience as the former acting CFO of Adobe. Mr. Chizen’s service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. | | Board Committees: Finance and Audit, Governance (Chair) | |

  16. director tenure

    | GEORGE H. CONRADES | | | Independent Director Director since 2008 Age: 86 | Mr. Conrades has served as an Executive Advisor to Akamai Technologies, Inc. (Akamai), a content delivery network services provider for media and software delivery and cloud security solutions, since June 2018. He previously served as Akamai’s CEO from 1999 to 2005 and Chairman from 1999 to 2018. Prior to Akamai, Mr. Conrades was Chairman and CEO of BBN Technologies, a research and development company. Mr. Conrades currently serves as Managing Partner at Longfellow Venture Partners, a private venture fund advising and investing in early-stage healthcare and technology companies. He also served as a Venture Partner at Polaris Venture Partners, an early-stage investment company, from 1998 to 2012 and is currently Partner Emeritus. During the last five years, Mr. Conrades previously served as a director of Cyclerion, Inc. Qualifications: As the former CEO of Akamai, Mr. Conrades brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. Mr. Conrades’ experience provides the Board with a perspective applicable to challenges faced by Oracle. In addition, Mr. Conrades’ current role at Longfellow Venture Partners requires him to be very familiar with growth companies, including those driven by information technology or intellectual property, which allows him to provide the Board with valuable insights regarding Oracle’s acquisition and product strategies. Mr. Conrades’ service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes as well as matters related to human capital management and compensation. | | Board Committees: Compensation (Chair), Independence | |

  17. director tenure

    | LAWRENCE J. ELLISON | | | Executive Chair, Chief Technology Officer and Founder Director since 1977 Age: 81 | Mr. Ellison has been our Executive Chair of the Board and CTO since September 2014. Mr. Ellison served as our CEO from June 1977, when he founded Oracle, until September 2014. He previously served as our Chairman of the Board from May 1995 to January 2004. In the last five years, he previously served as a director of Tesla, Inc. Qualifications: Widely regarded as a visionary in enterprise technology and an accomplished business leader, Mr. Ellison brings unparalleled knowledge of Oracle’s technologies, products, and long-term strategy. He continues to lead our product engineering and technology development efforts, playing a central role in advancing innovation at Oracle. For more than 45 years, he has guided Oracle through strategic transformations to maintain its leadership position amid evolving industry trends. Mr. Ellison is our largest stockholder, aligning his interests with those of our stockholders. |

  18. director tenure

    | RONA A. FAIRHEAD | | | Independent Director Director since 2019 Age: 64 | Mrs. Fairhead served as Minister of State for Trade and Export Promotion, Department for International Trade in the United Kingdom from September 2017 to May 2019. She previously served as Chair of the British Broadcasting Corporation (BBC) Trust from October 2014 to April 2017. From 2006 to 2013, Mrs. Fairhead was Chair and CEO of the Financial Times Group Limited, which was a division of Pearson plc, and, prior to that, she served as Pearson plc’s CFO. Before joining Pearson plc, Mrs. Fairhead held a variety of leadership positions at Bombardier Inc. and Imperial Chemical Industries plc. Mrs. Fairhead serves as Chair of the Board of RS Group plc (previously Electrocomponents plc) and as Senior Independent Director of CVC Capital Partners plc. Mrs. Fairhead also serves as non-executive director of The Royal Marsden NHS Foundation Trust and is a member of the U.K. House of Lords. Qualifications: Mrs. Fairhead brings a broad and multifaceted perspective to the Board, informed by her senior leadership roles at the BBC Trust, the Financial Times Group Limited, Pearson plc, and RS Group, as well as her high-ranking public service as the U.K. Minister of State for Trade and Export Promotion. Her experience chairing risk and audit committees at HSBC Holdings plc and the U.K. Cabinet Office, respectively, reflects a command of corporate governance, financial oversight and government affairs. In addition, Mrs. Fairhead brings to the Board global marketplace insights and customer perspectives developed through her current and prior service on the boards of directors at multinational public companies across multiple industries. | | Board Committees: Finance and Audit | |

  19. director tenure

    | JEFFREY O. HENLEY | | | Executive Vice Chair Director since 1995 Age: 80 | Mr. Henley has served as our Executive Vice Chair of the Board since September 2014. Mr. Henley previously served as our Chairman of the Board from January 2004 to September 2014. He served as our Executive Vice President and CFO from March 1991 to July 2004. Qualifications: Mr. Henley brings to the Board decades of experience with Oracle and a deep understanding of Oracle’s strategic priorities, management structure, and global operations. He maintains active engagement with key customers and plays a critical role in supporting major commercial transactions worldwide, providing the Board with valuable insight into market dynamics and customer relationships. His prior service as Oracle’s Chief Financial Officer, along with his broader financial leadership experience, enhances the Board’s oversight of financial strategy, reporting and internal controls. |

  20. director tenure

    | CLAYTON M. MAGOUYRK | | | Chief Executive Officer Director Since 2025 Age: 39 | Mr. Magouyrk has been our CEO since September 2025. He previously served as President, Oracle Cloud Infrastructure (OCI) from June 2025 to September 2025. From December 2019 to June 2025, he served as an Executive Vice President in various roles, including Executive Vice President, Cloud Infrastructure and Executive Vice President, Oracle Cloud Infrastructure Engineering. Prior to being named Executive Vice President, Mr. Magouyrk held various other positions with us since joining Oracle in 2014. Prior to joining Oracle, he was a senior engineer at Amazon and Amazon Web Services from 2008 to 2014. Qualifications: As CEO of Oracle, Mr. Magouyrk brings to the Board experience in leading and managing one of the world’s largest cloud platforms. In particular, his leadership in expanding OCI cloud regions to more than 100 public regions worldwide provides the Board with perspectives directly applicable to the challenges of scaling secure, high-performance cloud infrastructure for enterprise and government customers. His responsibilities overseeing engineering, product strategy, operations and customer success enable him to provide valuable insight into Oracle’s long-term growth strategy and product management. |

  21. director tenure

    | CHARLES W. MOORMAN | | | Independent Director Director since 2018 Age: 73 | Mr. Moorman most recently served as Senior Advisor to Amtrak, a position he held from 2018 to 2025, and he previously served as President and CEO from August 2016 to January 2018. Mr. Moorman was previously CEO (from 2005 to 2015) and Chairman (from 2006 to 2015) of Norfolk Southern Corporation (Norfolk Southern), a transportation company. From 1975 to 2005, he held various positions in operations, information technology and human resources at Norfolk Southern. Mr. Moorman serves as a director of Chevron Corporation. Qualifications: As the former CEO of Norfolk Southern, Mr. Moorman brings to the Board extensive experience in leading the operations of a large, complex Fortune 500 company. Over the course of his 40-year career with Norfolk Southern, he held a range of senior executive roles requiring significant expertise in engineering, technology, finance, and risk management. His leadership at both Norfolk Southern and Amtrak also provides valuable insight into regulatory compliance and environmental stewardship. In addition, Mr. Moorman’s service on the boards of other major public companies contributes to the Board’s oversight of governance practices, operational strategy and organizational risk. | | Board Committees: Compensation, Independence | |

  22. director tenure

    | NAOMI O. SELIGMAN | | | Independent Director Director since 2005 Age: 87 | Ms. Seligman has served as a senior partner at Ostriker von Simson, Inc., a technology research firm which chairs the CIO Strategy Exchange, since June 1999. Since 1999, this forum has brought together senior executives in four vital quadrants of the IT sector. From 1977 until June 1999, Ms. Seligman served as a co-founder and senior partner of the Research Board, Inc., a private sector institution sponsored by 100 chief information officers from major global corporations. Ms. Seligman previously served as a director of Akamai Technologies, Inc. Qualifications: Ms. Seligman is recognized as a thought leader in the technology industry, with significant experience advising global enterprises on strategy and innovation. As a senior partner at Ostriker von Simson, Inc., co-partner of the CIO Strategy Exchange, and co-founder and former senior partner of the Research Board, Inc., she brings to the Board significant insight into enterprise technology trends and executive decision making. In her role as an independent advisor to leading multinational corporations, she provides strategic guidance on global operations, human capital management and organizational performance. The Board benefits from Ms. Seligman’s customer-centric perspective and the senior-level industry relationships she maintains across the technology industry. | | Board Committees: Compensation (Vice Chair) | |

  23. director tenure

    | MICHAEL D. SICILIA | | | Chief Executive Officer Director Since 2025 Age: 54 | Mr. Sicilia has been the CEO of Oracle since September 2025. He previously served as President, Industries from June 2025 to September 2025. From October 2019 to June 2025, he served as an Executive Vice President in various roles, including Executive Vice President, Industries and Executive Vice President, Global Business Units. Prior to being named Executive Vice President, Mr. Sicilia held various other positions with us since joining Oracle in 2009. Prior to joining Oracle, he was Chief Technology Officer at Primavera Systems and held other positions from 1993 to 2008. Qualifications: As CEO of Oracle, Mr. Sicilia provides the Board with direct insight into the development, operations, and go-to-market strategies of Oracle’s vertical businesses, which include retail, banking, utilities and healthcare. This experience enables him to advise the Board on growth opportunities and operational challenges in key vertical businesses. Mr. Sicilia’s product development and technical leadership has been pivotal in delivering industry-specific cloud and embedded AI solutions for Oracle’s customers and, together with his experience as Chief Technology Officer of Primavera Systems, equips him with valuable perspectives on Oracle’s industry strategy, operational discipline and long-term product direction. |

  24. director tenure

    | Ø | Recommendations of Director Candidates |

  25. director tenure

    The Governance Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Our Corporate Governance Guidelines (available on our website at www.oracle.com/goto/corpgov ) set forth the Governance Committee’s policy regarding the consideration of all properly submitted candidates recommended by stockholders as well as candidates recommended by current Board members and others. Any stockholder wishing to recommend a candidate for consideration for nomination by the Governance Committee must provide proper written notice to the Corporate Secretary of Oracle by mail at Oracle Corporation, 2300 Oracle Way, Austin, Texas 78741 or by email ( Corporate_Secretary@oracle.com ) with a confirmation copy sent by mail to the address above. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. However, there is no guarantee that the candidate will be nominated. Potential director candidates are generally suggested to the Governance Committee by current Board members and stockholders and are evaluated at meetings of the Governance Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. The Governance Committee seeks Board approval of the final candidates recommended by the Governance Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise. Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Corporate Governance—Proxy Access and Director Nominations” on page 26 and “Stockholder Proposals for the 2026 Annual Meeting” on page 81. Submissions must follow the requirements set forth in our Bylaws. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (Exchange Act) no later than September 19, 2026. However, we note that this date does not supersede any of the requirements or timing set forth in our Bylaws.

  26. Committees, Membership and Meetings

    | • | review and approve non-employee director compensation, subject to ratification by the Board; |

  27. Director Compensation

    Director Compensation

  28. Director Compensation

    | Ø | Highlights |

  29. Director Compensation

    | | Initial and annual equity awards capped at a maximum dollar value | | Emphasis on equity to align director compensation with our stockholders’ long-term interests | | | No committee chair equity awards | | No per-meeting fees | | | Stockholder-approved limits on equity awards | | No performance-based equity awards | | | Robust stock ownership guidelines (see page 30 for details) | | No retirement benefits or perquisites |

  30. Director Compensation

    | Ø | Overview |

  31. Director Compensation

    Our directors play a critical role in guiding our strategic direction and overseeing the management of Oracle. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. In addition, Oracle’s acquisition program and expansion into new lines of business can demand substantial time commitments from our directors. The compensation paid to our non-employee directors is designed to be commensurate with the considerable time commitments, requisite skill set and the many responsibilities and risks of being a director of a public company of Oracle’s size, complexity and profile. Our non-employee directors are compensated based on their respective levels of Board participation and responsibilities, including service on Board committees. Our non-employee directors display a high level of commitment and flexibility in their service to Oracle. Several of our directors serve on more than one committee. Our non-employee directors regularly engage with our senior management and meet with our stockholders throughout the year to better understand their perspectives. Annual cash retainers and equity awards granted to our non-employee directors are intended to correlate with their respective qualifications, responsibilities and time commitments. Our executive directors, Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Catz and Mr. Henley, do not receive separate compensation for serving as directors of Oracle.

  32. Director Compensation

    | Ø | Annual Equity Grant for Directors |

  33. Director Compensation

    Non-employee directors participate in our Amended and Restated 1993 Directors’ Stock Plan (the Directors’ Stock Plan), which sets forth stockholder-approved stock option limits on annual equity awards for service on the Board and as a committee chair or vice chair. The Directors’ Stock Plan provides that in lieu of all or some of the stock option limits set forth in the plan, non-employee directors may receive grants of restricted stock units (RSUs) of an equivalent value, as determined by the Board. The Board has determined that a ratio of four stock options to one RSU should be used, consistent with its historic approach for equity awards granted to Oracle employees, and that all non-employee director equity awards will be delivered in the form of RSUs that are granted on May 31 of each year and fully vest on the first anniversary of the date of grant, subject to the director’s continued service. For a number of years, the Board has provided that each equity award will be limited to the lesser of the stockholder-approved equity award limits set forth in the Directors’ Stock Plan or a specified grant value and has granted equity awards with a value significantly below such stockholder-approved equity award limits. The Board approved further changes to our non-employee director compensation program in fiscal 2020, including reductions in the size of equity awards and the elimination of committee chair equity awards. Below is a summary of the stockholder-approved equity award limit for annual equity awards compared to the Board-approved grant value limit for such awards and the number of RSUs actually granted to non-employee directors on May 31, 2025. As noted above, no additional equity awards were granted to committee chairs or vice chairs.

  34. Director Compensation

    | Grant Type | Stockholder-Approved Equity Award Limit | Board-Approved Grant Value Limit | Equity Actually Granted on May 31, 2025 (1) | % Reduction from Stockholder-Approved Limits (2) | | Board Annual Grant | 45,000 options (or 11,250 RSUs) | $350,000 | 2,114 RSUs | 81% |

  35. Director Compensation

    | (1) Calculated by dividing the grant value limit of $350,000 by the closing price of Oracle common stock on the date of grant ($165.53 per share), rounding down to the nearest whole share. |

  36. Director Compensation

    | (2) Approximate percentage reduction in the number of RSUs actually granted on May 31, 2025 compared to stockholder-approved equity award limits. |

  37. Director Compensation

    | Ø | Initial Equity Grant for New Directors |

  38. Director Compensation

    The Directors’ Stock Plan also provides for an initial equity award of not more than 45,000 stock options (or 11,250 RSUs) for new non-employee directors, prorated based upon the number of full calendar months remaining in the fiscal year of the director’s appointment. In accordance with the reductions to our non-employee director compensation described above, any new non-employee director will receive an initial equity award equal to the lesser of 11,250 RSUs or RSUs with a total value of $350,000 (calculated by dividing the grant value by the closing price of Oracle common stock on the date of grant, rounding down to the nearest whole share), prorated based upon the number of full calendar months remaining in the fiscal year of the director’s appointment. Initial equity awards fully vest on the first anniversary of the date of grant, subject to the director’s continued service.

  39. Director Compensation

    | Ø | Cash Retainer Fees for Directors |

  40. Director Compensation

    In fiscal 2025, each of our non-employee directors received (1) an

  41. annual cash retainer fee of $52,500 for serving as a director of Oracle

    | Ø | Fiscal 2025 Director Compensation Table |

  42. annual cash retainer fee of $52,500 for serving as a director of Oracle

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (3) (4) ($) | Total ($) | | Awo Ablo | 67,500 | 345,872 | 413,372 | | Jeffrey S. Berg | 107,500 | 345,872 | 453,372 | | Michael J. Boskin | 122,948 | 345,872 | 468,820 | | Bruce R. Chizen | 107,500 | 345,872 | 453,372 | | George H. Conrades | 117,500 | 345,872 | 463,372 | | Rona A. Fairhead | 77,500 | 345,872 | 423,372 | | Renee J. James (1) | 23,942 | — | 23,942 | | Charles W. Moorman | 92,500 | 345,872 | 438,372 | | Leon E. Panetta | 92,500 | 345,872 | 438,372 | | William G. Parrett | 67,500 | 345,872 | 413,372 | | Naomi O. Seligman | 77,500 | 345,872 | 423,372 | | Vishal Sikka (2) | 23,942 | — | 23,942 |

  43. Corporate Governance Guidelines

    | • | director compensation; |

  44. Prohibition on Speculative Transactions and Pledging Policy

    Prohibition on Speculative Transactions and Pledging Policy

  45. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | Prohibition on Speculative Transactions . Our Insider Trading Policy prohibits all employees, including our executive officers, and non-employee directors from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, short sales, puts, calls, options, collars, straddles, exchange/swap funds and other derivative securities) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of Oracle securities. The prohibition does not apply to the exercise of any employee stock options granted by Oracle. |

  46. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | Pledging Policy . The Policy on Pledging Oracle Securities (Pledging Policy) prohibits Oracle directors, executive officers and their immediate family members from: |

  47. Prohibition on Speculative Transactions and Pledging Policy

    | • | holding Oracle securities in a margin account; and |

  48. Prohibition on Speculative Transactions and Pledging Policy

    | • | pledging Oracle securities as collateral to secure or guarantee indebtedness, subject to two exceptions: |

  49. Prohibition on Speculative Transactions and Pledging Policy

    | - | pledges of securities of a target company that are in place at the time Oracle acquires such company are permitted; and |

  50. Prohibition on Speculative Transactions and Pledging Policy

    | - | Mr. Ellison may continue to pledge Oracle securities as collateral to secure or guarantee indebtedness, but he may not hold Oracle securities in a margin account. |

  51. Prohibition on Speculative Transactions and Pledging Policy

    The Pledging Policy also requires the Governance Committee to review all pledging arrangements, assess any risks to Oracle and its stockholders and report on the arrangements to the F&A Committee and the Board. The Pledging Policy provides that all pledges must comply with Oracle’s Insider Trading Policy and must be pre-cleared as specified in Oracle’s Trading Pre-clearance Procedures. The Governance Committee may periodically seek outside advice and counsel in connection with its oversight of pledging arrangements.

  52. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | Review of Pledging Arrangements . As of September 19, 2025, Mr. Ellison, Oracle’s Founder, Executive Chair, CTO and largest stockholder, had pledged 346,000,000 shares of Oracle common stock as collateral to secure certain personal indebtedness. The Governance Committee has been advised by outside counsel on the Board’s fiduciary responsibilities for overseeing pledging, the potential risks associated with Mr. Ellison’s pledging and developments in pledging practices generally. The Governance Committee periodically seeks outside advice and counsel in connection with its oversight of pledging arrangements. With respect to the shares pledged by Mr. Ellison as of September 19, 2025, the Governance Committee believes that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle, in part because: |

  53. Prohibition on Speculative Transactions and Pledging Policy

    | • | The pledged shares secure personal term loans only used to fund outside personal business ventures. |

  54. Prohibition on Speculative Transactions and Pledging Policy

    | • | None of Mr. Ellison’s shares are pledged as collateral for margin accounts. |

  55. Prohibition on Speculative Transactions and Pledging Policy

    | • | The pledged shares are not used to shift or hedge any economic risk in owning Oracle common stock. |

  56. Prohibition on Speculative Transactions and Pledging Policy

    | • | Mr. Ellison is our Founder and largest stockholder. Mr. Ellison’s stock ownership is more than 4,600 times what he is required to hold under our stock ownership requirements. |

  57. Prohibition on Speculative Transactions and Pledging Policy

    | • | The Board believes that Mr. Ellison has the financial capacity to repay his personal term loans without resorting to the pledged shares. |

  58. Prohibition on Speculative Transactions and Pledging Policy

    No other executive officer or director, or any of their immediate family members, holds shares of Oracle common stock that have been pledged to secure any personal or other indebtedness. Every fiscal quarter, the Governance Committee reviews Mr.

  59. We do not have a classified or staggered board

    We do not have a classified or staggered board . Two of our current independent directors, Secretary Panetta and Mr. Parrett, will not be standing for re-election at the Annual Meeting. The Board elected Messrs. Magouyrk and Sicilia as non-independent directors effective September 22, 2025, and both are standing for election at the Annual Meeting. If the director nominees are elected at the Annual Meeting, the Board will be composed of five non-independent directors (Mr. Ellison, Ms. Catz, Mr. Henley, Mr. Magouyrk and Mr. Sicilia) and eight independent directors. Upon the recommendation of the Independence Committee, the Board determined that each of the following directors who served in fiscal 2025 is independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Ms. Ablo, Mr. Berg, Dr. Boskin, Mr. Chizen, Mr. Conrades, Mrs. Fairhead, Mr. Moorman, Secretary Panetta, Mr. Parrett and Ms. Seligman. Therefore, all directors who served during fiscal 2025 on the Compensation, F&A, Governance and Independence Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the Independence Committee, that all directors who served during fiscal 2025 on the Compensation and F&A Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees. In making the independence determinations, the Board and the Independence Committee considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between Oracle and entities affiliated with the directors. In particular, the following relationships were considered:

  60. We do not have a classified or staggered board

    | • | Dr. Boskin is employed by Stanford University, which has historically received donations from both Oracle and various Board members. In addition, certain Board members serve on advisory or oversight boards at Stanford University or are otherwise employed part-time by Stanford University. |

  61. We do not have a classified or staggered board

    | • | In fiscal 2025, Oracle paid a de minimis amount to Stanford University. The total amount Oracle paid to Stanford University constituted approximately 0.0002% of Oracle’s total revenues in fiscal 2025. Based on a review of publicly available data, we believe the payments represented approximately 0.0005% of Stanford University’s total revenues in its last fiscal year. The payments fall within NYSE prescribed limits and guidelines. |

  62. We do not have a classified or staggered board

    The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2025. The F&A Committee has adopted a requirement that if an F&A Committee member wishes to serve on more than three audit committees of public companies, the member must obtain the approval of the F&A Committee, which will determine whether the director’s proposed service on the other audit committee(s) will detract from his/her performance on our F&A Committee. No F&A Committee member currently serves on more than three audit committees of public companies.

  63. We do not have a classified or staggered board

    | Director Tenure and Board Refreshment |

  64. We do not have a classified or staggered board

    We believe it is desirable to maintain a mix of longer-tenured, experienced independent directors that have developed increased institutional knowledge of and valuable insight into the company and its operations and newer independent directors with fresh perspectives. In furtherance of this objective, the Board elected Ms. Ablo in fiscal 2022, Mrs. Fairhead in fiscal 2020 and Mr. Moorman and Mr. Parrett in fiscal 2018. Mr. Parrett will not be standing for re-election at the Annual Meeting. However, we do not impose director tenure limits or a mandatory retirement age. The Board has considered the perspectives of some stockholders regarding longer-tenured directors but believes that longer-serving directors with experience and institutional knowledge bring critical skills to the boardroom. In particular, the Board believes that given the large size of our company, the breadth of our product offerings and the international scope of our organization, longer-tenured directors are a significant strength of the Board. The Board also believes that longer-tenured directors have a better understanding of the challenges Oracle is facing and may be at times more comfortable engaging in candid dialogue with management, including with our Executive Chair and CTO, CEOs, Executive Vice Chairs and PFO. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board believes that imposing arbitrary limits on director tenure would deprive it of the valuable contributions of its most experienced members.

  65. Human Capital Management

    Parrett’s family. | | (12) Mr. Screven retired on March 1, 2025 and this information is based solely on Mr. Screven’s last Form 4 filed with the SEC

  66. Compensation Discussion and Analysis

    | Fiscal 2025 Named Executive Officers Lawrence J. Ellison Executive Chair and Chief Technology Officer* Safra A. Catz Executive Vice Chair and Former Chief Executive Officer** Jeffrey O. Henley Executive Vice Chair Stuart Levey Executive Vice President, Chief Legal Officer Maria Smith Executive Vice President, Chief Accounting Officer Edward Screven Former Executive Vice President, Chief Corporate Architect * Although Mr. Ellison is not an NEO for fiscal 2025, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. **Ms. Catz served as our CEO and PFO in fiscal year 2025. On September 22, 2025, Ms. Catz retired as CEO and PFO, and became Executive Vice Chair of the Board. | Quick Reference Guide | | | | Executive Summary | 38 | | | Eight-Year Performance-Based Stock Options | 41 | | | Fiscal 2026 Leadership Transitions | 43 | | | Fiscal 2026 Equity Compensation Program | 43 | | | Stockholder Engagement and Compensation Committee Responsiveness | 43 | | | Elements of our Executive Compensation Program | 44 | | | Fiscal 2025 Compensation for our NEOs | 45 | | | Fiscal 2025 Pay Outcomes: Pay-for-Performance | 45 | | | Objectives of Our Executive Compensation Program | 46 | | | Human Capital and Compensation Best Practices | 47 | | | Determination of Executive Compensation Amounts for Fiscal 2025 | 47 | | | Elements of Our Executive Compensation Program | 50 | | | Base Salary | 50 | | | Annual Cash Bonuses | 51 | | | Long-Term Incentive Compensation | 51 | | | All Other Compensation | 53 | | | Other Factors in Setting Executive Compensation | 55 | | | Compensation Recovery (Clawback) Policy | 57 | | | Compensation Committee Report | 57 | | | Compensation Tables | 58 |

  67. Executive Summary

    | Fiscal 2025 Executive Compensation Highlights | | | Mr. Ellison and Ms. Catz | • Modest base salaries for Mr. Ellison and Ms. Catz • The bonus for each under the annual performance-based cash bonus program was reduced from $5,207,393 to $0 by the Compensation Committee notwithstanding actual achievement levels in order to preserve capital in furtherance of the company’s strategic priorities • No new equity awards and five of seven tranches of PSOs vested over the eight-year performance period from fiscal 2018 to 2025 | | Mr. Henley Mr. Levey and Ms. Smith | • No increase in the base salaries for Mr. Henley, Mr. Levey and Ms. Smith and each received an annual RSU award • The cash bonuses for Mr. Henley, Mr. Levey and Ms. Smith were reduced to $0 by the Compensation Committee notwithstanding actual achievement levels in order to preserve capital in furtherance of the company’s strategic priorities • The total compensation mix for these NEOs was heavily weighted toward equity-based awards whose values correlate with our stock price, thus aligning their total direct compensation with the interests of our stockholders |

  68. 2025 Individual NEO Considerations in Setting Compensation

    | For all NEOs | | Ø Peer group competitive pay data | | Ø Input from the Compensation Committee’s independent compensation consultant | | Ø Assessment of contributions, roles and responsibilities considering the factors enumerated below | | Mr. Ellison, Executive Chair and CTO | | Ø Invaluable knowledge and experience as Oracle’s Founder, having guided the company for over 45 years | | Ø Responsibility for business strategy, corporate vision, technology innovation and the advancement of Oracle’s cloud transition | | Ø Balancing objectives of retaining services and providing a meaningful annual compensation package to incentivize continued superior performance and engagement | | Ø The need to maintain the focus of Mr. Ellison’s visionary drive as Executive Chair and CTO, which is distinct from his roles as director and a significant stockholder | | Ms. Catz, Executive Vice Chair and Former CEO | | Ø Strength of leadership and as our CEO in fiscal 2025, had responsibility for long-term strategy, corporate operations, culture, and financial performance | | Ø Leadership in Oracle’s transition from a major license software supplier to a premier cloud infrastructure and full-stack applications provider | | Ø Oversight and responsibility for the accuracy and integrity of our financial results as our principal financial officer in fiscal 2025 | | Mr. Henley, Executive Vice Chair | | Ø Highly valued contributions to Oracle’s strategic vision, management and operations | | Ø Instrumental role in regularly meeting with significant Oracle customers and in closing major commercial transactions worldwide | | Ø Value gained from Mr. Henley’s more than 30 years of experience at Oracle, including his former experience as CFO and service as a trusted advisor to our senior executives | | Mr. Levey, Chief Legal Officer | | Ø Scope of oversight for all legal matters at Oracle and managing a large-scale multinational legal team | | Ø Critical role in setting the strategy for Oracle’s litigation and regulatory matters | | Ø Oversight of a wide range of areas, including compliance and ethics, data protection and privacy, intellectual property and corporate governance | | Ms. Smith, Chief Accounting Officer | | Ø Leadership of Oracle’s quarterly accelerated financial reporting, international statutory reporting and managing a large-scale multinational finance team | | Ø Responsibility for a wide range of areas including revenue operations, procurement operations, finance business transformation using Oracle’s technology, M&A finance integration and sharing Oracle’s experience with customers | | Mr. Screven, Former Chief Corporate Architect | | Ø Responsibility for driving technology and architecture decisions across all Oracle products to ensure that product development is consistent with Oracle’s overall long-term strategy | | Ø Leadership of company-wide strategic initiatives, including with respect to industry standards and cybersecurity |

  69. ORACLE’S PERFORMANCE

    Eight-Year Performance-Based Stock Options: A Rigorous Long-Term Equity Program Directly Linked to Performance and Stockholder Value Creation No equity awards were granted to Mr. Ellison or Ms.

  70. Catz in fiscal 2025

    Catz in fiscal 2025 . In fiscal 2018, the Compensation Committee granted each of these NEOs an equity award consisting entirely of performance-based stock options (PSOs). Consistent with the long-term nature of our transition toward our cloud business which is an important part of our long-term success, the PSOs granted to each of Mr. Ellison and Ms. Catz were originally intended to represent five years of equity compensation and were granted with the expectation that these NEOs would receive no additional equity awards until fiscal 2022 at the earliest. In fiscal 2022, the Compensation Committee extended the end of the PSO performance period by three fiscal years from May 31, 2022 to May 31, 2025. After reviewing internal projections and forecasts, the Compensation Committee determined that the remaining operational performance goals were appropriately challenging. Furthermore, when designing the PSO program, the Compensation Committee required the matching of operational performance goals with sustained 30-day market capitalization goals because it wanted to ensure that our stockholders would also benefit from the achievement of these goals. The Compensation Committee also extended its commitment to our stockholders in line with the extension of the PSO performance period

  71. and did not grant any new equity awards to Mr. Ellison or Ms. Catz during the entirety of the PSOs’ eight-year performance period

    and did not grant any new equity awards to Mr. Ellison or Ms. Catz during the entirety of the PSOs’ eight-year performance period . The PSOs could be earned only upon the attainment of

  72. rigorous performance goals

    rigorous performance goals over an

  73. eight-year performance period

    Five of the seven tranches earned from fiscal 2018 through fiscal 2025. Fiscal 2026 Leadership Transitions In September 2025, consistent with Oracle’s succession plan, Ms. Catz retired from her position as CEO and was appointed Executive Vice Chair of the Board, and the Board appointed Mr. Magouyrk and Mr. Sicilia as CEOs of Oracle to succeed Ms. Catz. The Board also appointed Douglas Kehring, previously Executive Vice President, Operations, as Executive Vice President, Principal Financial Officer, to succeed Ms. Catz as Oracle’s PFO. In her role as Executive Vice Chair, Ms. Catz will continue to help oversee Oracle’s strategic direction. Mr. Magouyrk, previously President, OCI, joined Oracle in 2014 from Amazon Web Services. As a founding member of Oracle’s cloud engineering team, he has overseen the design, implementation and business success of Gen2 of OCI. Under his leadership, OCI has achieved unprecedented growth and has become the go-to platform for AI training and inference. Mr. Sicilia, previously President, Industries, brings deep expertise in vertical applications and applied AI. Mr. Sicilia joined Oracle through the acquisition of Primavera Systems and has led the use of intent based application generation to replace traditional coding for building Oracle applications and the introduction of new AI cloud applications that deliver comprehensive, end-to-end solutions to both regulated and traditional industries. Fiscal 2026 Equity Compensation Program The most significant feedback from our stockholders on our executive compensation program related to fiscal 2026 equity awards to be granted to our NEOs. Stockholders shared a broad range of viewpoints on how the next equity program should be structured, with some preferring long performance periods and others requesting two-to-three-year performance periods, as well as suggesting a mix of performance-based and time-based equity awards. Stockholders also shared their preferred performance metrics, equity vehicles and timing cadences for equity grants. In September 2025, the Compensation Committee awarded stock option grants in connection with the promotion of Mr. Magouyrk and Mr. Sicilia to the positions of CEO. Mr. Magouyrk received a grant of stock options to purchase $250 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs. Mr. Sicilia received a grant of stock options to purchase $100 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs. For both Mr. Magouyrk and Mr. Sicilia, the time-based stock options will vest over a four-year period subject to continued service and the PSOs will vest over a three-year performance period ending May 31, 2028, subject to the achievement of certain revenue metrics, in each case pursuant to the terms of the 2020 Equity Plan. The Compensation Committee continues to refine and discuss the elements of the fiscal 2026 equity program for the remaining NEOs and is committed to thoughtfully incorporating the feedback received from stockholders into the design of the new program. Stockholder Engagement and Compensation Committee Responsiveness The Compensation Committee actively solicits the views of our principal unaffiliated stockholders on executive compensation matters. On an annual basis,

  74. Catz

    | • | Annual Performance-Based Cash Bonus : For each of Mr. Ellison and Ms. Catz, the annual performance-based cash bonuses were reduced from $5,207,393 to $0 by the Compensation Committee notwithstanding actual achievement levels in order to allocate the funds to grow the company in furtherance of the company’s strategic priorities |

  75. Catz

    | • | Long-Term Incentive Compensation : |

  76. Catz

    | – | No new equity awards were granted in fiscal 2025 because the PSOs granted in fiscal 2018 (and extended in fiscal 2022) were intended to represent eight years of equity compensation |

  77. performance-based compensation

    | Pay Element | NEO | Fiscal 2025 Outcome | | PSOs | • Lawrence J. Ellison • Safra A. Catz | • Two additional matching operational performance goals of the PSOs were satisfied in fiscal 2025. Because only four of the six operational performance goals required to match the market capitalization goals were achieved, only five out of seven tranches of the PSOs vested over the eight-year performance period – Fourth and fifth tranches (2/7 th ) of the PSOs vested on June 24, 2025 | | Annual Cash Bonus | • All NEOs | • The annual cash bonuses, if any, payable to Ms. Catz and Messrs. Ellison, Henley and Screven are based solely on financial performance tied to growth in non-GAAP operating income. The annual cash bonuses, if any, payable to Mr. Levey and Ms. Smith are pursuant to our discretionary corporate plan, which is also funded based on growth in our non-GAAP operating income and paid based on individual allocations determined in the discretion of the Compensation Committee. • The Compensation Committee determined not to pay a discretionary bonus and reduced all performance-based bonuses payable to our NEOs to $0 (other than Mr. Screven, whose bonus was forfeited). The Compensation Committee took this action because Oracle is investing in its future business and the Compensation Committee determined that the funds used for bonuses could be better directed to capital expenditures supporting future growth in furtherance of the company’s strategic priorities. The decision was not a reflection of individual performance and the executive team supported the decision. • Prior to the reduction of the annual cash bonuses, Ms. Catz and Messrs. Ellison and Henley would have earned annual cash bonuses at 104% of the target amount. – Lawrence J. Ellison – $0 reduced from $5,207,393 – Safra A. Catz – $0 reduced from $5,207,393 – Jeffrey O. Henley – $0 reduced from $520,739 – Stuart Levey – $0 reduced from a target bonus of $750,000 – Maria Smith – $0 reduced from a target bonus of $500,000 • Mr. Screven was not entitled to a bonus under the Executive Bonus Plan due to his retirement as an officer of the company and did not receive a bonus under our discretionary corporate bonus plan |

  78. Best Practices We Employ

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

  79. Best Practices We Employ

    | | Disciplined dilution rates from equity awards |

  80. Best Practices We Employ

    | | Independent compensation consultant |

  81. Best Practices We Employ

    | | Executive Bonus Plan applicable to executive officers directly responsible for Oracle’s financial performance uses pre-established financial performance metrics |

  82. Practices We Avoid

    | | No severance benefit arrangements for executives except as required by law or provided under our equity incentive plan to employees generally |

  83. Practices We Avoid

    | | No “single-trigger” change in control vesting of equity awards |

  84. Practices We Avoid

    | | No change in control acceleration of performance-based cash bonuses |

  85. Practices We Avoid

    | | No minimum guaranteed vesting for performance-based equity awards granted to our NEOs |

  86. Practices We Avoid

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

  87. Practices We Avoid

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

  88. Compensation Decision-Making Process and the Roles of the Board and Management

    | • | the appropriate mix of compensation (i.e., short-term versus long-term, fixed versus variable) for each NEO; and |

  89. Fiscal 2025 Compensation for Mr. Ellison, Executive Chair and CTO

    | Annual Base Salary | $1 | | Performance-Based Cash Bonus | A target cash bonus opportunity of $5,000,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.2632% Mr. Ellison received no bonus payment | | Long-Term Incentive Compensation | New awards granted: None Payout of previously granted PSOs: The fourth and fifth tranches of PSOs vested on June 24, 2025 upon achieving two operational goals in fiscal 2025 (attaining $20 billion in non-GAAP total cloud revenues in a fiscal year (fourth tranche) and attaining $10 billion in non-GAAP total PaaS and IaaS revenues in a fiscal year (fifth tranche)). Five of the seven tranches of PSOs vested over the eight-year performance period ending in fiscal 2025 |

  90. Fiscal 2025 Compensation for Ms. Catz, Executive Vice Chair and Former CEO

    | Annual Base Salary | $950,000 | | Performance-Based Cash Bonus | A target cash bonus opportunity under the Executive Bonus Plan of $5,000,000 based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.2632% Ms. Catz received no bonus payment | | Long-Term Incentive Compensation | New awards granted: None Payout of previously granted PSOs: The fourth and fifth tranche of PSOs vested on June 24, 2025 upon achieving two operational goals in fiscal 2025 (attaining $20 billion in non-GAAP total cloud revenues in a fiscal year (fourth tranche) and attaining $10 billion in non-GAAP total PaaS and IaaS revenues in a fiscal year (fifth tranche)). Five of the seven tranches of PSOs vested over the eight-year performance period ending in fiscal 2025 |

  91. Fiscal 2025 Compensation for Mr. Henley, Executive Vice Chair

    | Annual Base Salary | $650,000 | | Performance-Based Cash Bonus | A target cash bonus opportunity of $500,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.0263% Mr. Henley received no bonus payment | | Long-Term Incentive Compensation | New awards granted: An annual award of 53,703 RSUs |

  92. Fiscal 2025 Compensation for Mr. Levey, Executive Vice President, Chief Legal Officer

    | Annual Base Salary | $950,000 | | Cash Bonus | A target cash bonus opportunity of $750,000 under our discretionary corporate bonus plan, which is funded based on the growth in our non-GAAP operating income over the preceding fiscal year and paid based on individual allocations Mr. Levey received no bonus payment | | Long-Term Incentive Compensation | New awards granted: An annual award of 83,538 RSUs |

  93. Fiscal 2025 Compensation for Ms. Smith, Executive Vice President, Chief Accounting Officer

    | Annual Base Salary | $504,469 | | Cash Bonus | A target cash bonus opportunity of $500,000 under our discretionary corporate bonus plan, which is funded based on the growth in our non-GAAP operating income over the preceding fiscal year and paid based on individual allocations Ms. Smith received no bonus payment | | Long-Term Incentive Compensation | New awards granted: An annual award of 47,736 RSUs |

  94. Fiscal 2025 Compensation for Mr. Screven, Former Executive Vice President, Chief Corporate Architect

    | Annual Base Salary | $900,000 | | Performance-Based Cash Bonus | A target cash bonus opportunity of $2,500,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.1316% Mr. Screven received no bonus payment Mr. Screven was not entitled to a bonus under the Executive Bonus Plan due to his retirement as an officer of the company | | Long-Term Incentive Compensation | New awards granted: An annual award of 107,405 RSUs, all of which was subsequently cancelled/forfeited |

  95. Fiscal 2025 Compensation for Mr. Screven, Former Executive Vice President, Chief Corporate Architect

    The Compensation Committee approved this compensation package based on several factors, including competitive pay data drawn from the companies in our compensation peer group, input from the Compensation Committee’s independent compensation consultant and the recommendations of Ms. Catz and Mr. Ellison. The Compensation Committee determined that Mr. Screven drove technology and architecture decisions across all Oracle products to ensure that product development was consistent with Oracle’s overall long-term strategy. Mr. Screven also played a critical role by leading company-wide strategic initiatives, including with respect to industry standards and cybersecurity. Mr. Screven retired from his position as Executive Vice President, Chief Corporate Architect effective March 1, 2025. Mr. Screven remained employed by Oracle on a part-time basis as a technical advisor until June 6, 2025. In connection with retirement from his role, the Compensation Committee approved the following changes to Mr. Screven’s compensation: (i) a 50% reduction in salary to $450,000, and (ii) cancellation of 50% of Mr. Screven’s outstanding unvested RSUs granted on August 3, 2021, September 20, 2022, September 15, 2023 and September 19, 2024. His remaining unvested RSUs were cancelled upon the end of his employment with Oracle on June 6, 2025.

  96. Elements of Our Executive Compensation Program

    | Annual Cash Bonuses |

  97. No Payment of Annual Cash Bonuses for Fiscal 2025

    No Payment of Annual Cash Bonuses for Fiscal 2025 For fiscal 2025, the Compensation Committee made the decision not to approve annual bonuses under Oracle’s annual cash bonus programs. This decision is not a reflection of individual performance and the executive team supported the decision. The performance of our senior executive officers remained strong as they exceeded their performance metrics. However, as part of the company’s prioritization of capital in support of strategic priorities that are critical to Oracle’s AI journey and long-term growth strategy, the Compensation Committee determined that preserving available cash to fund these strategic projects was in the best interest of the company and its stockholders.

  98. Performance-Based Cash Bonuses under the Executive Bonus Plan

    Performance-Based Cash Bonuses under the Executive Bonus Plan Our stockholder-approved Executive Bonus Plan is intended to motivate our senior executive officers by rewarding them when our annual financial performance objectives are met or exceeded. Under the Executive Bonus Plan, the Compensation Committee assigns each participant an annual target cash bonus opportunity and establishes the financial performance metric or metrics that must be achieved before an award will be paid to the participant for the year. As noted above, Messrs. Ellison and Henley and Ms. Catz would have been paid annual cash bonuses, however, their respective bonuses were reduced to zero as part of the Compensation Committee’s determination to preserve capital in furtherance of Oracle’s strategic priorities.

  99. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    Cash Bonus Opportunity for Mr. Levey and Ms. Smith Executive officers who do not participate in the performance-based Executive Bonus Plan may be eligible to receive a bonus which is funded based on non-GAAP operating income growth and paid based on discretionary recommendations by the Compensation Committee for individual allocations. At the beginning of each fiscal year, the Compensation Committee sets target and maximum discretionary bonus amounts for certain executive officers who are eligible to receive such bonuses. After the size of the discretionary bonus pool has been determined, the Compensation Committee approves the bonus amount to be paid to each eligible executive officer based on management and the Compensation Committee’s subjective evaluation of a variety of factors, including the executive officer’s past performance, experience and level of responsibility, potential future contributions to Oracle’s success and expected changes in the executive officer’s workload and responsibilities. The Compensation Committee takes a disciplined approach with respect to awarding discretionary bonuses and generally only does so if Oracle’s non-GAAP operating income grows year-over-year. As noted above, Mr. Levey and Ms. Smith would have been paid annual cash bonuses; however, their respective bonuses were reduced to zero as part of the Compensation Committee’s determination to preserve capital in furtherance of Oracle’s strategic priorities.

  100. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    | Long-Term Incentive Compensation |

  101. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    Our philosophy with regard to granting long-term incentive compensation is to:

  102. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    | • | be sensitive to the overall number and value of shares of Oracle common stock underlying the equity awards granted; |

  103. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    | • | effectively manage the overall net dilution resulting from our use of equity as a compensation tool by granting equity awards to a relatively small number of employees, with a focus on our senior executive officers, engineers and high performers in other areas of our business; and |

  104. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    | • | provide the largest awards to our top performers and individuals with the greatest responsibilities because they have the potential and ability to contribute the most to the success of our business and the creation of long-term stockholder value. |

  105. Cash Bonus Opportunity for Mr. Levey and Ms. Smith

    Consistent with this philosophy, our cumulative potential dilution since June 1, 2022 has been an annualized rate of 1.7% per year. For details on the calculation of our cumulative potential dilution, see Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2025.

  106. Long-Term Incentive Compensation for Mr. Ellison and Ms. Catz

    Long-Term Incentive Compensation for Mr. Ellison and Ms. Catz Previously awarded long-term incentive compensation for Mr. Ellison and Ms.

  107. Catz is 100% performance-based

    Catz is 100% performance-based . In fiscal 2018, the Compensation Committee granted each of Mr. Ellison and Ms. Catz an equity award consisting entirely of PSOs that could be earned in seven equal tranches, with one tranche vesting only upon the attainment of a stock price goal and each of the remaining six tranches vesting only upon the attainment of one of six market capitalization and operational performance goals, with achievement of both a market capitalization and matching operational performance goal required for a tranche to vest. Performance measured against the goals was evaluated annually. The eight-year performance period for the PSOs concluded at the end of fiscal 2025, with five of the seven tranches earned and vested. In fiscal 2025, the Compensation Committee did not grant any new equity awards to Mr. Ellison or Ms.

  108. Catz

    Catz . The PSOs were intended to represent eight years of long-term incentive compensation for each of Mr. Ellison and Ms. Catz. The Compensation Committee continued to honor its original commitment to our stockholders and did not grant any new equity awards to Mr. Ellison or Ms. Catz during fiscal 2025. See pages 41 and 42 for details on the PSOs.

  109. Long-Term Incentive Compensation for Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven

    Long-Term Incentive Compensation for Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven Our other NEOs receive long-term equity compensation in the form of RSUs that vest in equal annual installments over four years from the date of grant. The Compensation Committee believes that RSUs serve as an effective performance incentive for these executive officers because they become more valuable as our stock price increases (which benefits all stockholders) and fully vest only if the recipient remains employed through the final vesting date. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help retain and incentivize employees during periods of market volatility, and result in Oracle granting fewer shares of common stock than through stock options of equivalent grant date fair value. In fiscal 2025, Mr. Henley received an annual award of 53,703 RSUs, Mr. Levey received an annual award of 83,538 RSUs, Ms. Smith received an annual award of 47,736 RSUs and Mr. Screven received an annual award of 107,405 RSUs. In determining the long-term incentive compensation to be awarded to Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven, the Compensation Committee desired to provide

  110. the value ultimately delivered tied to stockholder returns

    the value ultimately delivered tied to stockholder returns . The Compensation Committee considered the critical nature of the roles that Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven perform and their performance in such roles. Mr. Henley is Executive Vice Chair of the Board, former CFO of Oracle and a seasoned executive who serves as a trusted advisor to our senior executives. Mr. Levey has material duties that include overseeing Oracle’s legal compliance. Ms. Smith has material duties including overseeing Oracle’s financial statements and financial reporting. Prior to his retirement, Mr. Screven had material duties including overseeing Oracle’s security compliance. The Compensation Committee believes that awarding performance-based long-term incentive compensation to these particular executive officers could create undesirable incentives. Accordingly, the Compensation Committee instead determined to grant RSUs with an extended, four-year vesting schedule, as this motivates the executives to deliver sustained, holistic performance and more appropriately balances their incentives relative to their roles while in turn encouraging the creation of long-term value for our stockholders. A portion of Mr. Screven’s RSUs were cancelled in connection with his retirement as an officer and transition to part-time employment with the company.

  111. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the 2020 Equity Plan and the Directors’ Stock Plan. The Compensation Committee, among other things:

  112. Equity Awards and Grant Administration

    | • | selects award recipients under the 2020 Equity Plan; |

  113. Equity Awards and Grant Administration

    | • | approves the form of grant agreements; |

  114. Equity Awards and Grant Administration

    | • | determines the terms and restrictions applicable to the equity awards; and |

  115. Equity Awards and Grant Administration

    | • | adopts sub-plans for particular subsidiaries and locations. |

  116. Equity Awards and Grant Administration

    The Board has delegated to a separate committee comprised of executive officers an annual equity award budget for equity award grants to certain employees. Among other limitations, the executive officer committee cannot grant equity to non-employees or to certain senior executives whose compensation is within the purview of the Compensation Committee alone. Equity awards approved by either the Compensation Committee or the executive officer committee during a calendar month are typically granted together on a pre-established day of the following month. The Compensation Committee and F&A Committee also monitor the dilution and “overhang” effects of our outstanding equity awards in relation to the total number of outstanding shares of Oracle common stock.

  117. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs.

  118. Equity Award Timing Policies and Practices

    | All Other Compensation |

  119. Pension Benefits or Supplemental Retirement Benefits

    Pension Benefits or Supplemental Retirement Benefits During fiscal 2025, other than the 401(k) Plan and our deferred compensation programs described below, we did not provide any pension or retirement benefits to our U.S. based NEOs and do not believe that these types of benefits are necessary to further the objectives of our executive compensation program at this time. In Ireland, where Ms. Smith is based, employees are eligible for retirement benefits under a customary retirement benefits scheme with a company contribution feature. We offer the 1993 Deferred Compensation Plan (the Cash Deferred Compensation Plan) to certain employees, including eligible NEOs, under which participants may elect to defer all or a portion of their base salary and annual cash bonus. We also offer certain employees, including eligible NEOs, the ability to defer the settlement of their earned and vested RSUs under the terms of the Oracle Corporation Stock Unit Award Deferred Compensation Plan (the RSU Deferred Compensation Plan). We offer these plans because we believe they are competitive elements of compensation for our NEOs. For a description of our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan, see “Executive Compensation—Fiscal 2025 Deferred Compensation Table” beginning on page 61.

  120. Severance, Change in Control and Death Benefits

    Severance, Change in Control and Death Benefits Each of our current NEOs, other than Ms. Smith, is employed “at will.” Ms. Smith has an employment agreement with customary notice periods that is standard for all employees based in Ireland. None of our NEOs has an employment agreement with Oracle that provides for payments or benefits in the event of a termination of employment or in connection with a change in control of Oracle. If Oracle is acquired, all RSUs and time-based stock options granted to our employees (including our NEOs) under the 2020 Equity Plan and the Amended and Restated 2000 Long-Term Equity Incentive Plan (the Prior Plan) will become fully vested if (1) the equity awards are not assumed or (2) the equity awards are assumed and the holder’s employment is terminated without cause within 12 months after the acquisition. The vesting acceleration provisions apply to all employees who receive or have received equity awards under the 2020 Equity Plan and/or the Prior Plan and they are not subject to any other material conditions or obligations. In addition, if any employee of Oracle dies while employed by Oracle, Oracle’s standard forms of RSU grant agreement under the 2020 Equity Plan and the Prior Plan provide for one additional tranche of vesting of RSUs for all grantees, including executives. The Prior Plan also provided for two additional tranches of vesting of time-based stock options upon a grantee’s death, including executives. Pursuant to the terms of the PSO grant agreements, in the event of a change in control of Oracle during the performance period, any unearned tranches subject to market capitalization goals and operational performance goals would be earned only to the extent any unmatched market capitalization goals had been met on or before the trading date immediately prior to the change in control. In addition, pursuant to the terms of the PSO grant agreements, upon the applicable NEO’s death, his or her unvested PSOs would have remained outstanding and eligible to vest through the next vesting measurement date following his or her death. Such provisions are no longer applicable following the end of the eight-year performance period of the PSOs at the end of fiscal 2025.

  121. Compensation Consultant

    Compensation Consultant The Compensation Committee selected and directly engaged Compensia, Inc. (Compensia), a national compensation consulting firm, as its independent compensation advisor for fiscal 2025 to provide analysis and market data on executive and director compensation matters, both generally and within our industry. Compensia assisted the Compensation Committee with a comparison of our non-employee director compensation policies and practices and our executive compensation policies and practices against a group of peer companies (as determined and identified below), the fiscal 2026 performance equity grant design and with reviewing the annual risk assessment of our compensation policies and practices applicable to our NEOs and other employees. Compensia did not determine or recommend any amounts or levels of our executive compensation for fiscal 2025. The Compensation Committee recognizes the importance of receiving independent and objective advice from its external advisors. Consequently, the Compensation Committee is solely responsible for retaining and terminating Compensia. Compensia reports directly to the Compensation Committee and Compensia did not provide any other services to Oracle during fiscal 2025. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

  122. Peer Company Executive Compensation Comparison

    Peer Company Executive Compensation Comparison The Compensation Committee, in consultation with Compensia, annually establishes a group of peer companies, which are generally in the technology sector, for comparative purposes based on a number of factors, including:

  123. Peer Company Executive Compensation Comparison

    | • | their size and complexity; |

  124. Peer Company Executive Compensation Comparison

    | • | their market capitalization; |

  125. Peer Company Executive Compensation Comparison

    | • | their competition with us for talent; |

  126. Peer Company Executive Compensation Comparison

    | • | the nature of their businesses; |

  127. Peer Company Executive Compensation Comparison

    | • | the industries and regions in which they operate; and |

  128. Peer Company Executive Compensation Comparison

    | • | the structure of their executive compensation programs (including the extent to which they rely on annual bonuses and other forms of variable, performance-based incentive compensation) and the availability of information about these programs. |

  129. Peer Company Executive Compensation Comparison

    For fiscal 2025, the companies comprising the compensation peer group consisted of:

  130. Peer Company Executive Compensation Comparison

    | Accenture plc | Cisco Systems, Inc. | Microsoft Corporation | | Adobe Inc. | Hewlett Packard Enterprise Company | QUALCOMM Incorporated | | Alphabet Inc. | Intel Corporation | Salesforce, Inc. | | Amazon.com, Inc. | International Business Machines Corporation | SAP SE | | Apple Inc. | Meta Platforms, Inc. | |

  131. Peer Company Executive Compensation Comparison

    In determining fiscal 2025 executive compensation, the Compensation Committee considered, among other factors, executive pay information drawn from this group of peer companies for comparative purposes. However, the Compensation Committee did not use such information to tie any executive’s individual compensation to specific target percentiles.

  132. Risk Assessment of Our Executive Compensation Policies and Practices

    | • | All annual performance-based cash bonuses are subject to a specified dollar cap that limits the maximum amount payable to an NEO and may be decreased in the Compensation Committee’s discretion, which protects against an NEO receiving a windfall or disproportionately large bonus relative to the Compensation Committee’s assessment of our actual financial performance. |

  133. Risk Assessment of Our Executive Compensation Policies and Practices

    | • | The financial metric used in the Executive Bonus Plan for Ms. Catz and Messrs. Ellison, Henley and Screven is year-over-year growth in Oracle’s non-GAAP operating income. The Compensation Committee selected non-GAAP operating income growth in part because it is the metric that funds our discretionary corporate bonus plan for all eligible employees (including Mr. Levey and Ms. Smith). The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures all senior executives are working towards a common goal. Additionally, our management regularly uses this metric to understand, manage and evaluate our business and make operating decisions. Using this metric for the annual performance-based cash bonus opportunities further aligns these NEOs’ interests with our business goals. |

  134. Risk Assessment of Our Executive Compensation Policies and Practices

    | • | Each of our senior officers is subject to robust stock ownership requirements described in “Corporate Governance—Stock Ownership Guidelines for Directors and Senior Officers” on page 30. Our senior officers would experience significant lost value in their holdings of Oracle common stock and potentially all of the value of their Oracle stock options and other equity awards if our stock price suffered an extended decline due to inappropriate or unnecessary risk taking. |

  135. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. The Compensation Committee considers the deductibility of compensation as one factor in making executive compensation decisions, including grandfathering rules that apply to certain arrangements that were in effect in November 2017, such as the PSOs. However, the Compensation Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. Accounting considerations also play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. generally accepted accounting principles (GAAP)), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the fair values and the number of the equity awards that are granted each year.

  136. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table provides summary information concerning cash, equity and other compensation awarded to or earned by our NEOs in fiscal 2025, 2024 and 2023.

  137. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (4) | Stock Awards ($) (5) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (6) | All Other Compensation ($) | Total ($) | | Lawrence J. Ellison (1) | 2025 | 1 | — | — | — | — | 5,643,947(7) | 5,643,948 | | Executive Chair and Chief | 2024 | 1 | — | — | — | 5,292,260 | 3,013,678 | 8,305,939 | | Technology Officer | 2023 | 1 | — | — | — | 4,165,213 | 3,136,719 | 7,301,933 | | Safra A. Catz (2) | 2025 | 950,000 | — | — | — | — | 163,417(8) | 1,113,417 | | Executive Vice Chair and Former | 2024 | 950,000 | — | — | — | 5,292,260 | 221,974 | 6,464,234 | | Chief Executive Officer | 2023 | 950,000 | — | — | — | 4,165,213 | 135,467 | 5,250,680 | | Jeffrey O. Henley | 2025 | 650,000 | — | 8,799,774 | — | — | 8,717(9) | 9,458,491 | | Executive Vice Chair | 2024 | 650,000 | — | 8,712,433 | — | 529,226 | 7,954 | 9,899,613 | | | 2023 | 650,000 | — | 8,608,921 | — | 416,521 | 8,050 | 9,683,492 | | Stuart Levey | 2025 | 950,000 | — | 13,688,537 | — | — | 40,091(10) | 14,678,628 | | EVP, Chief Legal Officer | 2024 | 950,000 | 1,000,000 | 11,616,614 | — | — | 15,682 | 13,582,296 | | | 2023 | 557,765 | 650,000 | 11,537,388 | — | — | 12,036 | 12,757,189 | | Maria Smith | 2025 | 504,469 | — | 7,822,021 | — | — | 134,893(11) | 8,461,383(13) | | EVP, Chief Accounting Officer | | | | | | | | | | Edward Screven (3) | 2025 | 796,154 | — | 17,599,383 | — | — | 7,167(12) | 18,402,704 | | Former EVP, Chief Corporate | 2024 | 900,000 | — | 17,424,865 | — | 2,646,130 | 7,980 | 20,978,975 | | Architect | 2023 | 900,000 | — | 17,217,777 | — | 2,082,607 | 8,050 | 20,208,434 |

  138. Fiscal 2025 Summary Compensation Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2025 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  139. Fiscal 2025 Summary Compensation Table

    | (2) Ms. Catz served as our CEO and PFO during the entirety of fiscal 2025, 2024 and 2023. On September 22, 2025, Ms. Catz retired as CEO and PFO and became Executive Vice Chair of the Board. |

  140. Fiscal 2025 Summary Compensation Table

    | (3) Mr. Screven retired from his position as an officer of the company, effective March 1, 2025 and remained employed as a part-time advisor until June 6, 2025. Effective as of his retirement as an officer, Mr. Screven’s base salary was reduced to $450,000 and one-half of his outstanding RSUs (including his grant in respect of fiscal 2025) were forfeited to the company. His remaining unvested RSUs were cancelled upon the end of his employment with Oracle on June 6, 2025. |

  141. Fiscal 2025 Summary Compensation Table

    | (4) No cash bonus was paid to either Mr. Levey or Ms. Smith under our discretionary corporate bonus plan based upon the Compensation Committee’s decision not to approve cash bonuses in fiscal year 2025. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses—Cash Bonus Opportunity for Mr. Levey and Ms. Smith” on page 51 for further discussion of discretionary bonuses. |

  142. Fiscal 2025 Summary Compensation Table

    | (5) The amounts reported in this column represent the aggregate grant date fair values of RSUs (for Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven) granted during the relevant fiscal years computed in accordance with FASB ASC 718. For information on the valuation assumptions used in our computations, see Note 11 to our Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2025. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Long-Term Incentive Compensation for Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven” on page 52 for a discussion of these awards. The amounts reported do not reflect whether the NEO has actually realized or will realize an economic benefit from these awards. |

  143. Fiscal 2025 Summary Compensation Table

    | (6) No performance-based cash bonuses were paid under the Executive Bonus Plan based upon the Compensation Committee’s decision not to approve cash bonuses in fiscal year 2025. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses—Performance-Based Cash Bonuses under the Executive Bonus Plan” on page 51 for a discussion of performance-based bonuses. |

  144. Fiscal 2025 Summary Compensation Table

    | (7) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $466, (iii) security-related costs and expenses of $5,564,838 for Mr. Ellison’s primary residence, (iv) legal counsel fees and (v) aggregate incremental costs to Oracle of $60,435 for Ms. Ellison’s use of Oracle’s private aircraft for non-business travel. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  145. Fiscal 2025 Summary Compensation Table

    | (8) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $14,786, (iii) security-related costs and expenses to augment the existing security system at Ms. Catz’s primary residence, (iv) legal counsel fees and (v) aggregate incremental costs to Oracle of $114,113 for Ms. Catz’s use of Oracle’s private aircraft for non-business travel. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  146. Fiscal 2025 Summary Compensation Table

    | (9) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,753. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  147. Fiscal 2025 Summary Compensation Table

    | (10) This amount represents (i) Company matching contributions under our 401(k) Plan of $4,385, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $14,544, (iii) event tickets provided for personal use in the amount of $20,794 and (iv) legal counsel fees. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  148. Fiscal 2025 Summary Compensation Table

    | (11) This amount represents (i) Company contributions under our Irish Retirement Benefits Scheme of $80,357, (ii) medical insurance coverage in the amount of $5,059, (iii) life insurance and disability insurance in the amount of $23,581 and (iv) flexible benefits cash in the amount of $25,529. These amounts were paid in euro and converted to U.S. dollars using an exchange rate of 1.08 USD per EUR measured as of May 29, 2024. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  149. Fiscal 2025 Summary Compensation Table

    | (12) This amount represents (i) Company matching contributions under our 401(k) Plan of $4,373 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,425. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 53. |

  150. Fiscal 2025 Summary Compensation Table

    | (13) Ms. Smith is based in Ireland and is paid in euro. Her compensation amounts were converted to U.S. dollars using an exchange rate of 1.08 USD per EUR measured as of May 29, 2024. |

  151. Grants of Plan-Based Awards During Fiscal 2025 Table

    Grants of Plan-Based Awards During Fiscal 2025 Table The following table shows equity and non-equity plan-based awards granted to our NEOs during fiscal 2025. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2025 Year-End Table.

  152. Grants of Plan-Based Awards During Fiscal 2025 Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) (2) | Maximum ($) (2) | | | | Lawrence J. Ellison (1) | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Safra A. Catz | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Jeffrey O. Henley | 9/19/2024 | RSUs | | | | 53,703 | 8,799,774 | | | | Cash Bonus | — | 500,000 | 1,000,000 | | | | Stuart Levey | 9/19/2024 | RSUs | | | | 83,538 | 13,688,537 | | Maria Smith | 9/19/2024 | RSUs | | | | 47,736 | 7,822,021 | | Edward Screven | 9/19/2024 | RSUs | | | | 107,405 | 17,599,383 | | | | Cash Bonus | — | 2,500,000 | 5,000,000 | | |

  153. Grants of Plan-Based Awards During Fiscal 2025 Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2025 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  154. Grants of Plan-Based Awards During Fiscal 2025 Table

    | (2) The target plan award amounts reported in these columns are determined based on our internal profitability expectations for the fiscal year multiplied by the individual’s bonus percentage under the Executive Bonus Plan. The maximum plan award amounts are equal to 200% of the applicable target. The actual payout amount for fiscal 2025 under the Executive Bonus Plan was $0 for each of Messrs. Ellison, Henley, Screven and Ms. Catz, as reported in the “Non-Equity Incentive Plan Compensation” column of the SCT above, notwithstanding actual achievement due to the Compensation Committee’s determination not to approve bonuses for fiscal 2025. The nonpayment of a bonus was not a reflection of individual performance. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 51 for a discussion of the material features of the Executive Bonus Plan for fiscal 2025. |

  155. Grants of Plan-Based Awards During Fiscal 2025 Table

    | (3) The RSUs reported in this column were granted under the 2020 Equity Plan. The RSUs vest 25% per year over four years on the anniversary of the date of grant, in each case, subject to the NEO’s continued employment through each applicable vesting date. 50% of Mr. Screven’s outstanding RSU grant was canceled in connection with his retirement as an officer of the company effective March 1, 2025. The remaining unvested portion of Mr. Screven’s RSU grant was forfeited when he ceased working for the Company on June 6, 2025. |

  156. Grants of Plan-Based Awards During Fiscal 2025 Table

    | (4) The amounts reported in this column represent the aggregate grant date fair values of RSUs granted during fiscal 2025 computed in accordance with FASB ASC 718. For information on the valuation assumptions used in our computations, see Note 11 to our Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2025. |

  157. Outstanding Equity Awards at Fiscal 2025

    Outstanding Equity Awards at Fiscal 2025

  158. Option Exercises and Stock Vested During Fiscal 2025 Table

    Option Exercises and Stock Vested During Fiscal 2025 Table The following table provides information on our NEOs’ exercise of stock options exercised to prevent such options from expiring in fiscal 2025 or fiscal 2026, and the vesting of our NEOs’ RSUs during fiscal 2025.

  159. Option Exercises and Stock Vested During Fiscal 2025 Table

    | | Option Awards (2) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (3) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (4) | | Lawrence J. Ellison (1) | 2,250,000 | 230,992,425 | — | — | | Safra A. Catz | 3,805,082 | 510,901,635 | — | — | | Jeffrey O. Henley | — | — | 102,787 | 15,400,752 | | Stuart Levey | — | — | 65,810 | 11,048,066 (5) | | Maria Smith | — | — | 48,815 | 7,771,818 | | Edward Screven | 700,000 | 71,508,070 | 205,575 | 30,801,666 |

  160. Option Exercises and Stock Vested During Fiscal 2025 Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2025 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  161. Option Exercises and Stock Vested During Fiscal 2025 Table

    | (2) The options exercised by our NEOs during fiscal 2025 were all exercised in order to prevent such options from expiring in fiscal 2025 or fiscal 2026. |

  162. Option Exercises and Stock Vested During Fiscal 2025 Table

    | Name | Number of Shares Exercised | Exercise Price | Expiration Date | | Lawrence J. Ellison | 2,250,000 | $40.47 | July 24, 2024 | | Safra A. Catz | 3,805,082 | $51.13 | July 20, 2025 | | Edward Screven | 700,000 | $40.47 | July 24, 2024 |

  163. Option Exercises and Stock Vested During Fiscal 2025 Table

    | (3) The value realized on exercise is calculated as the difference between the market price of Oracle common stock at the time of exercise and the applicable exercise price of the stock options multiplied by the number of exercised shares. The value realized on exercise is not necessarily indicative of value actually received by the NEO, as the NEO may choose to hold (rather than sell) some or all of the shares acquired upon exercise. |

  164. Option Exercises and Stock Vested During Fiscal 2025 Table

    | (4) The value realized on vesting equals the closing market price of Oracle common stock on the vesting date multiplied by the number of vested shares. The value realized on vesting is not necessarily indicative of value actually received by the NEO, as the NEO may choose to hold (rather than sell) some or all of the shares acquired upon vesting. |

  165. Option Exercises and Stock Vested During Fiscal 2025 Table

    | (5) Includes the value of the vested portion of an RSU award granted on November 5, 2022 for which Mr. Levey elected to defer receipt under the RSU Deferred Compensation Plan. The value of the deferred RSUs realized on vesting is also reflected in the “Executive Contributions in FY 2025” column of the Fiscal 2025 Non-Qualified Deferred Compensation Table below. The actual value of the RSUs realized upon settlement may be different than the value reflected in this table. |

  166. RSU Deferred Compensation Plan

    iations, to the investment options in our 401(k) Plan. RSU Deferred Compensation Plan Under the RSU Deferred Compensation Plan, employees may elect to defer the receipt of either 0% or 100% of their earned and vested RSUs and thereby defer taxation of the awards. Participants may elect to defer receipt for five or ten years from the grant date of the award, or until termination of employment, subject to earlier payment in the event of death and certain other circumstances. Distributions may be made, at the participant’s option, in a lump sum payment or in installments over a period of five or ten years. Dividend equivalents are credited to participants’ accounts after deferred RSUs have vested. The table below provides information on the non-qual

  167. RSU Deferred Compensation Plan

    ied deferred compensation of our NEOs in fiscal 2025. | Name | Executive Contributions in FY 2025 ($) | Registrant Contributions in FY 2025 ($) | Aggregate Earnings in FY 2025 ($) (2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at FY 2025-end ($) | | Lawrence J. Ellison (1) | | | | | | | Cash Deferred Compensation (3) | — | — | 7,065,077 | — | 60,365,893 | | Safra A. Catz | — | — | — | — | — | | Jeffrey O. Henley | | | | | | | Cash Deferred Compensation (4) | 672,458 | — | 1,828,834 | — | 12,055,764 | | Stuart Levey | | | | | | | RSU Deferred Compensation (5) | 6,780,844 | — | 1,787,262 | — | 13,226,135 | | Maria Smith | — | — | — | — | — | | Edward Screven | | | | | | | Cash Deferred Compensation (6) | 2,908,134 | — | 1,177,595 | — | 17,627,536 | | RSU Deferred

  168. RSU Deferred Compensation Plan

    mpensation (7) | — | — | 29,646,423 | — | 98,864,995 | | (1) Although Mr. Ellison is not an NEO for fiscal 2025 under applicable SEC rules, we have included his compensation in the presentat

  169. RSU Deferred Compensation Plan

    n of the compensation tables as voluntary disclosure. | | (2) The amounts shown in the “Aggregate Earnings in FY 2025” column are not included in the SCT for fiscal 2025 beca

  170. RSU Deferred Compensation Plan

    e such earnings were not preferential or above-market. | | (3) Mr. Ellison is not currently eligible to participate in the Cash Deferred Compensation Plan or the RSU Deferred Compensation Plan because his base salary is $1. Amounts shown for Mr. Ellison relate to contributions made when he was eligib

  171. RSU Deferred Compensation Plan

    to participate in the Cash Deferred Compensation Plan. | | (4) Mr. Henley participates in the Cash Deferred Compensation Plan. The amount shown in “Executive Contributions in FY 2025” for Mr. Henley represents a portion of his base salary reported in the SCT for fiscal 2025 and a portion of his annual bonus reported in the SCT for fiscal 2024. The amounts shown in the “Aggregate Balance at FY 2025-end” column for Mr. Henley includes an additional $1,480,444

  172. RSU Deferred Compensation Plan

    ported in the SCT for fiscal years prior to fiscal 2025. | | (5) Mr. Levey deferred receipt of an RSU award granted on November 5, 2022 under the RSU Deferred Compensation Plan. The amount shown in “Executive Contributions in FY 2025” is attributable to the value of 39,474 deferred RSUs realized on vesting in fiscal 2025. All earnings shown are attributable to credited dividend equivalents and an increase in our stock price as measured on May 30, 2025. No amounts shown were reported in the SCT compensation for fiscal 2025. The grant date fair value of Mr. Levey’s deferred RSU award granted on November 5, 2022 ($11,5

  173. RSU Deferred Compensation Plan

    ,388) was previously reported in the SCT for fiscal 2023. | | (6) Mr. Screven participated in the Cash Deferred Compensation Plan. The amount shown in “Executive Contributions in FY 2025” for Mr. Screven represents a portion of his base salary reported in the SCT for fiscal 2025 and a portion of his annual bonus reported in the SCT for fiscal 2024. The amount shown in the “Aggregate Balance at FY 2025-end” column for Mr. Screven includes an additional $8,839,88

  174. RSU Deferred Compensation Plan

    reported in the SCT for fiscal years prior to fiscal 2025. | | (7) Mr. Screven deferred receipt of an RSU award granted on December 5, 2018 under the RSU Deferred Compensation Plan. All earnings shown are attributable to credited dividend equivalents and an increase in our stock price as measured on May 30, 2025. No amounts shown were reported in the SCT compensation for fiscal 2025. The grant date fair value of Mr. Screven’s deferred RSU award granted on December 5, 2018 ($23

  175. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Typically, we have entered into an employment offer letter with each of our U.S. NEOs upon hire that provides the executive is employed “at will”. Ms. Smith has an employment agreement with customary notice periods that is standard for all employees based in Ireland. None of these employment offer letters with our U.S. NEOs or Ms. Smith’s standard Irish employment agreement provide for payments or benefits upon a termination of employment or in connection with a change in control of Oracle. Only the 2020 Equity Plan and the Prior Plan provide for acceleration of equity awards upon a qualifying termination of employment or a change in control, as described below. The accelerated vesting terms applicable to the PSOs are no longer applicable following the end of the performance period in fiscal 2025, and subsequent vesting in fiscal 2026.

  176. Pay Versus Performance Table

    Pay Versus Performance Table

  177. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) (1) | Compensation Actually Paid (CAP) to PEO ($) (2) | Average SCT Total for Non- PEO NEOs ($) (1) | Average CAP to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (millions) | Non-GAAP Operating Income Growth ($) (6) (millions) | | | | | | | Total Shareholder Return (TSR) ($) (4) | Peer Group TSR ($) (5) | | | | 2025 | 1,113,417 | 461,805,673 | 11,329,031 | 106,537,403 | 231.50 | 172.38 | 12,443 | 1,978 | | 2024 | 6,464,234 | 94,264,234 | 13,191,706 | 38,148,634 | 132.03 | 136.76 | 10,467 | 2,153 | | 2023 | 5,250,680 | 304,050,680 | 12,487,762 | 96,299,855 | 106.80 | 68.89 | 8,503 | 1,309 | | 2022 | 138,192,032 | 139,242,032 | 58,544,998 | 56,911,587 | 37.95 | 42.02 | 6,717 | 593 | | 2021 | 10,631,223 | 40,389,348 | 12,161,232 | 31,342,646 | 48.84 | 48.00 | 13,746 | 1,618 |

  178. Pay Versus Performance Table

    | (1) For fiscal years 2025, 2024, 2023, 2022 and 2021, Safra A. Catz served as our principal executive officer (PEO). Our non-PEO NEOs for fiscal years 2022 and 2021 were Lawrence J. Ellison, Edward Screven and Dorian E. Daley. Our non-PEO NEOs for fiscal years 2025, 2024 and 2023 were Jeffrey O. Henley, Stuart Levey and Edward Screven. Maria Smith was a non-PEO NEO for fiscal year 2025. In addition, although Mr. Ellison was not an NEO for fiscal year 2025, 2024 or 2023 under applicable SEC rules, we have voluntarily included him as a non-PEO NEO for each of such years. |

  179. Pay Versus Performance Table

    | (2) The amounts reported in this column represent the amount of “compensation actually paid” (CAP) to Ms. Catz computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to Ms. Catz during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Catz’s total compensation for each year to determine the CAP: |

  180. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) | Deduction of Equity Amounts Reported in SCT ($) | Fair Value for Unvested Awards Granted in the Covered Year ($) | Fair Value for Vested Awards Granted in the Covered Year ($) | Change in Fair Value of Outstanding Unvested Awards from Prior Years ($) | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year ($) | CAP to PEO ($) | | 2025 | 1,113,417 | — | — | — | 404,300,134(a) | 56,392,122 | 461,805,673 | | 2024 | 6,464,234 | — | — | — | 54,300,000(b) | 33,500,000 | 94,264,234 | | 2023 | 5,250,680 | — | — | — | 298,800,000(c) | — | 304,050,680 | | 2022 | 138,192,032 | (129,275,000) | — | — | 123,300,000 | 7,025,000 | 139,242,032 | | 2021 | 10,631,223 | — | — | — | 29,325,000 | 433,125 | 40,389,348 |

  181. Pay Versus Performance Table

    | (a) This amount includes the change in the fair value of 2,500,000 PSOs (representing the fourth tranche of PSOs) and 2,500,000 PSOs (representing the fifth tranche of PSOs) which were earned in fiscal 2025 and vested in fiscal 2026 on June 24, 2025. |

  182. Pay Versus Performance Table

    | (b) This amount includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024. |

  183. Pay Versus Performance Table

    | (c) This amount includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023. |

  184. Pay Versus Performance Table

    | (3) The amounts reported in this column represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs for each year to determine the CAP: |

  185. Pay Versus Performance Table

    | Year | Average SCT Total for non-PEO NEOs ($) | Deduction of Average Equity Amounts Reported in SCT ($) | Average Fair Value for Unvested Awards Granted in the Covered Year ($) | Average Fair Value for Vested Awards Granted in the Covered Year ($) | Change in Average Fair Value of Outstanding Unvested Awards from Prior Years ($) | Change in Average Fair Value of Awards from Prior Years that Vested in the Covered Year ($) | Deduction of Awards from Prior Years Forfeited in the Covered Year ($) | Average CAP to non-PEO NEOs ($) | | 2025 | 11,329,031 | (9,581,943) | 7,831,535 | — | 86,045,938(a) | 14,409,251 | (3,496,409) | 106,537,403 | | 2024 | 13,191,706 | (9,438,478) | 9,932,357 | — | 15,424,691(b) | 9,038,358 | — | 38,148,634 | | 2023 | 12,487,762 | (9,341,022) | 14,522,834 | — | 78,125,625(c) | 504,656 | — | 96,299,855 | | 2022 | 58,544,998 | (53,190,333) | 8,279,833 | — | 39,812,596 | 3,464,493 | — | 56,911,587 | | 2021 | 12,161,232 | (6,701,250) | 9,715,000 | — | 15,523,575 | 644,089 | — | 31,342,646 |

  186. Pay Versus Performance Table

    | (a) This calculation includes the change in the fair value of 2,500,000 PSOs (representing the fourth tranche of PSOs) and 2,500,000 PSOs (representing the fifth tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2025 and vested in fiscal 2026 on June 24, 2025. |

  187. Pay Versus Performance Table

    | (b) This calculation includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024. |

  188. Pay Versus Performance Table

    | (c) This calculation includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023. |

  189. Pay Versus Performance Table

    | (4) The amounts reported in this column reflect the cumulative total stockholder return on our common stock for each of the last four fiscal years ended May 31, 2025, assuming an investment of $100 on May 31, 2020, and the reinvestment of any dividends. |

  190. Pay Versus Performance Table

    | (5) The peer group used in this disclosure, the Dow Jones U.S. Technology Total Return Index, is the same peer group used in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025. The amounts reported in this column reflect the cumulative total return of the Dow Jones U.S. Technology Total Return Index for each of the last five fiscal years ended May 31, 2025, assuming an investment of $100 on May 31, 2020. |

  191. Pay Versus Performance Table

    | (6) Non-GAAP operating income is a non-GAAP financial measure that reflects adjustments based on stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses. As noted in the CD&A, year-over-year growth in our non-GAAP operating income is the financial performance metric that is used to determine performance-based cash bonuses under the Executive Bonus Plan, and which funds our discretionary bonus plan. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 51. |

  192. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The objectives of our executive compensation program are to attract and retain highly talented and productive executive officers, align the interests of our executive officers with those of our stockholders and provide incentives for their superior performance. Each element of our executive compensation program is closely linked to our business objectives and we believe that the mix of base salary, annual cash bonuses and long-term incentive compensation encourages our NEOs to make appropriate decisions that are consistent with our business strategy of constantly improving our performance and building short-term and long-term stockholder value. For additional information regarding our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 38. The CAP to our PEO increased from fiscal 2024 to fiscal 2025 as presented in the pay versus performance table primarily because two additional tranches of the PSOs became probable of achievement for accounting purposes during fiscal 2025. In contrast, during fiscal 2024, no additional tranches of the PSOs became probable of achievement for accounting purposes. Additionally, the increase in fair value for the vested tranche of PSOs was higher during fiscal 2025, compared to fiscal 2024, due to the increase in our stock price during fiscal 2025 compared to fiscal 2024. The average amount of CAP to our NEOs increased from fiscal 2024 to fiscal 2025 for similar reasons related to Mr. Ellison’s PSOs. For the other NEOs, the increase reflected a greater increase in our stock price during fiscal 2025 compared to fiscal 2024. The amounts for all of our NEOs include changes in the valuation of unvested equity awards, the value of which has not been realized, and the amounts reported do not reflect whether our NEOs have actually realized or will realize an economic benefit from these unvested equity awards.

  193. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Total Stockholder Return |

  194. Pay Versus Performance Relationship Descriptions

    non-PEO NEOs, our cumulative total stockholder return and our cumulative peer group total stockholder return for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

  195. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Net Income |

  196. Pay Versus Performance Relationship Descriptions

    The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs and our net income for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

  197. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Non-GAAP Operating Income Growth |

  198. Pay Versus Performance Relationship Descriptions

    non-PEO NEOs and our non-GAAP operating income growth for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

  199. Directors

    Directors The following directors are being nominated for election by our Board, including our CEOs and our other executive officers on our Board:

  200. Directors

    | Awo Ablo | George H. Conrades | Charles W. Moorman | | Jeffrey S. Berg | Lawrence J. Ellison | Naomi O. Seligman | | Michael J. Boskin | Rona A. Fairhead | Michael D. Sicilia | | Safra A. Catz | Jeffrey O. Henley | | | Bruce R. Chizen | Clayton M. Magouyrk | |

  201. Directors

    For details regarding Board qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Nominees for Directors” beginning on page 11.