DEF 14A of Oracle Corp, Sep 25, 2026

DEF 14A of Oracle Corp

Filed Sep 25, 2026 · FY20260001193125-26-402816

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. 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. Dr. Mihaljevic and Mr. Rusckowski have been added to the Board since the last annual meeting and are included in the nominee slate for the Annual Meeting. Dr. Mihaljevic and Mr. Rusckowski were identified as potential directors by the Nomination and Governance Committee. George H. Conrades and Naomi O. Seligman served as directors during fiscal 2026 until their retirement in January 2026.

  3.  Director Qualifications

     Director Qualifications Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 26) contain Board membership qualifications that apply to Board nominees recommended by the Governance Committee. 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. Consistent with our Corporate Governance Guidelines, the Governance Committee believes that the Board is enriched by varied perspectives, backgrounds and experiences in order to create an outstanding, dynamic and effective Board to represent the interests of the stockholders. The Governance Committee also takes 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 35 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.

  4.  Director Qualifications

    | 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, technologies and infrastructure, including AI, cloud infrastructure and applications, and database technologies. We believe this industry-specific experience enhances the Board’s ability to understand our business and products, evaluate our competitive position, oversee our strategy and capital investments and monitor emerging technology trends. |

  5.  Director Qualifications

    | 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 Finance and Audit Committee (the F&A Committee) to be financially knowledgeable. |

  6.  Director Qualifications

    | 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. |

  7.  Director Qualifications

    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.

  8.  Director Qualifications

    | Key Skills & Experience | Ablo | Berg | Boskin | Catz | Chizen | Ellison | Fairhead | Henley | Magouyrk | Mihaljevic | Moorman | Rusckowski | 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 | | | | | | | | | | | | | |

  9.  Director Qualifications

    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 21, 2026, the record date for the Annual Meeting.

  10.  Director Qualifications

    | AWO ABLO | | | Independent Director Director since 2022 Age: 54 | 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 Blair 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 Blair Institute from October 2017 to November 2022 and as the Director, External Affairs at the Blair 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. Ms. Ablo serves on the boards of the Blair Institute and The Institute of Development Studies, University of Sussex, UK. 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 Blair 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: Compensation Governance | |

  11.  Director Qualifications

    | Jeffrey S. Berg | | | Independent Director Director since 1997 Age: 79 | 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 Governance Independence (Chair) | |

  12.  Director Qualifications

    | Michael J. Boskin | | | Lead Independent Director Director since 1994 Age: 81 | Dr. Boskin is the Tully M. Friedman Professor of Economics and Rose and Milton Friedman Senior Fellow, Hoover Institution 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 a 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) | |

  13.  Director Qualifications

    | Safra A. Catz | | | Executive Vice Chair Director since 2001 Age: 64 | 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 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. |

  14.  Director Qualifications

    | Bruce R. Chizen | | | Independent Director Director since 2008 Age: 71 | 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 Board Chair of ChargePoint, Inc. and as a director of Synopsys, Inc. During the last five years, Mr. Chizen previously served as a director of Informatica, 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) | |

  15.  Director Qualifications

    | LAWRENCE J. ELLISON | | | Executive Chair, Chief Technology Officer and Founder Director since 1977 Age: 82 | 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. |

  16.  Director Qualifications

    | RONA A. FAIRHEAD | | | Independent Director Director since 2019 Age: 65 | 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 a non-executive director of The Royal Marsden NHS Foundation Trust and is a crossbench 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 Independence | |

  17.  Director Qualifications

    | JEFFREY O. HENLEY | | | Executive Vice Chair Director since 1995 Age: 81 | 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. |

  18.  Director Qualifications

    | CLAYTON M. MAGOUYRK | | | Chief Executive Officer Director since 2025 Age: 40 | 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. |

  19.  Director Qualifications

    | TOMISLAV MIHALJEVIC | | | Independent Director Director since 2026 Age: 62 | Dr. Mihaljevic is the Chief Executive Officer and President, and Morton L. Mandel CEO Chair of Cleveland Clinic, a nonprofit multispecialty academic medical center and global integrated healthcare system, a position he has held since January 2018. From 2015 to 2017, Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (CCAD). Prior to that, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD. Dr. Mihaljevic joined Cleveland Clinic in 2004 as a surgeon in the Department of Thoracic and Cardiovascular Surgery. During the last five years, he previously served as a director of General Electric Company (General Electric) and GE HealthCare Technologies Inc. (GE HealthCare). Qualifications: As the Chief Executive Officer and President of Cleveland Clinic, Dr. Mihaljevic brings to the Board extensive experience leading a large, complex global healthcare organization. Dr. Mihaljevic’s leadership of Cleveland Clinic and CCAD provides the Board with valuable perspectives on global operations, innovation and strategic growth initiatives. In addition, his background as a cardiovascular surgeon and healthcare leader gives him deep expertise in healthcare delivery, medical technology and patient-centered innovation, which are increasingly relevant to Oracle’s healthcare and technology strategies. Dr. Mihaljevic’s prior service as a director of General Electric and GE HealthCare further enhances the Board’s understanding of the evolving healthcare technology landscape and digital transformation initiatives. |

  20.  Director Qualifications

    | CHARLES W. MOORMAN | | | Independent Director Director since 2018 Age: 74 | 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. During the last five years, Mr. Moorman previously served 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 (Chair) Independence | |

  21.  Director Qualifications

    | STEPHEN H. RUSCKOWSKI | | | Independent Director Director since 2025 Age: 68 | Mr. Rusckowski is the former Chief Executive Officer and President from 2012 until 2022 of Quest Diagnostics, Inc. (Quest), a diagnostic services company. He also served as Chair of the Board of Quest from January 2017 through March 2023. Prior to joining Quest, he served as the Chief Executive Officer of Philips Healthcare, and a member of the Board of Management of Royal Philips Electronics. Mr. Rusckowski currently serves on the supervisory board of Qiagen N.V. During the last five years, he previously served as director of Baxter International Inc. and Tenet Healthcare Corporation. Qualifications: As the former Chief Executive Officer and President of Quest Diagnostics, Mr. Rusckowski brings to the Board extensive experience leading a large, complex global healthcare organization. Mr. Rusckowski’s leadership of Quest Diagnostics and prior service as Chief Executive Officer of Philips Healthcare provides the Board with valuable insights into healthcare innovation, operational excellence and technology-driven business transformation. In addition, his experience overseeing global healthcare and diagnostic businesses gives him important perspectives on healthcare technology, product development and strategic growth initiatives relevant to Oracle’s healthcare and technology strategies. Mr. Rusckowski’s current service on the board of Qiagen N.V. also provides the Board with valuable corporate governance and international business experience. | | Board Committees: Compensation | |

  22.  Director Qualifications

    | MICHAEL D. SICILIA | | | Chief Executive Officer Director since 2025 Age: 55 | 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. |

  23. Director Compensation

    Director Compensation

  24.  Highlights

    | | 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 31 for details) | | No retirement benefits or perquisites |

  25.  Fiscal 2026 Director Compensation Table

     Fiscal 2026 Director Compensation Table The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2026.

  26.  Fiscal 2026 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (7) (8) ($) | Total ($) | | Awo Ablo | 77,153 | 346,968 | 424,121 | | Jeffrey S. Berg | 115,536 | 346,968 | 462,504 | | Michael J. Boskin | 127,500 | 346,968 | 474,468 | | Bruce R. Chizen | 107,500 | 346,968 | 454,468 | | George H. Conrades (1) | 70,500 | — | 70,500 | | Rona A. Fairhead | 83,292 | 346,968 | 430,260 | | Tomislav Mihaljevic (2) | 3,709 | 346,968 | 350,677 | | Charles W. Moorman | 102,153 | 346,968 | 449,121 | | Leon E. Panetta (3) | 43,200 | — | 43,200 | | William G. Parrett (4) | 31,524 | — | 31,524 | | Stephen H. Rusckowski (5) | 37,778 | 520,286 | 558,064 | | Naomi O. Seligman (6) | 46,931 | — | 46,931 |

  27.  Fiscal 2026 Director Compensation Table

    (1) The cash amounts reported for Mr. Conrades reflect service as a director through his retirement on January 5, 2026. (2) Dr. Mihaljevic joined the Board on May 6, 2026, and his fiscal 2026 cash compensation was prorated accordingly. Under the Directors’ Stock Plan, initial equity grants are prorated based on the number of full months remaining in the fiscal year. Because no full months remained in fiscal 2026 following his appointment, Dr. Mihaljevic did not receive an initial prorated equity grant. He received the annual equity grant made to all non-employee directors on May 31, 2026. (3) The cash amounts reported for Secretary Panetta reflect service as a director through November 18, 2025. (4) The cash amounts reported for Mr. Parrett reflect service as a director through November 18, 2025. (5) Mr. Rusckowski joined the Board on November 18, 2025, and his fiscal 2026 cash compensation was prorated accordingly. Under the Directors’ Stock Plan, he received an initial equity grant of 793 RSUs, reflecting a prorated grant based on the number of full months remaining in fiscal 2026, as well as the annual equity grant made to all non-employee directors on May 31, 2026. (6) The cash amounts reported for Ms. Seligman reflect service as a director through her retirement on January 7, 2026. (7) The amounts reported in this column represent the aggregate grant date fair values of RSUs computed in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation (FASB ASC 718). The non-employee directors have not presently realized a financial benefit from these awards because none of the RSUs granted in fiscal 2026 have vested and are subject to continued service through the vesting date. For information on the valuation assumptions used in our stock-based compensation computations, see Note 11 of Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2026. (8) The following table provides additional information concerning the outstanding stock awards (in the form of RSUs) and stock options held by our non-employee directors as of May 31, 2026.

  28.  Fiscal 2026 Director Compensation Table

    | Name | Total Unvested RSUs Outstanding at Fiscal 2026 Year End (#) | RSUs Granted During Fiscal 2026 (a) (#) | Total Option Awards Outstanding at Fiscal 2026 Year End (#) | | Awo Ablo | 1,550 | 1,550 | — | | Jeffrey S. Berg | 1,550 | 1,550 | — | | Michael J. Boskin | 1,550 | 1,550 | — | | Bruce R. Chizen | 1,550 | 1,550 | — | | George H. Conrades | — | — | — | | Rona A. Fairhead | 1,550 | 1,550 | — | | Tomislav Mihaljevic | 1,550 | 1,550 | — | | Charles W. Moorman | 1,550 | 1,550 | — | | Leon E. Panetta | — | — | — | | William G. Parrett | — | — | — | | Stephen H. Rusckowski (a) | 2,343 | 2,343 | — | | Naomi O. Seligman | — | — | — |

  29.  Fiscal 2026 Director Compensation Table

    (a) Mr. Rusckowski joined the Board on November 18, 2025, and his fiscal 2026 cash compensation was prorated accordingly. As a new director, in accordance with the Directors’ Stock Plan, Mr. Rusckowski received two equity grants during fiscal 2026: an initial one-time prorated equity grant of 793 RSUs on the effective date of his appointment on November 18, 2025, and the annual grant received by all non-employee directors on May 31, 2026, each of which will vest on the first anniversary of the applicable date of grant. All other RSUs reported in this column were granted on May 31, 2026 and vest on the first anniversary of the date of grant (May 31, 2027).

  30. Compensation Discussion and Analysis

    | Fiscal 2026 Named Executive Officers Lawrence J. Ellison Executive Chair and Chief Technology Officer Clayton M. Magouyrk Director and Chief Executive Officer* Michael D. Sicilia Director and Chief Executive Officer* Hilary Maxson Chief Financial Officer and Principal Financial Officer** Safra A. Catz Executive Vice Chair and former Chief Executive Officer and Principal Financial Officer*** Mark Hura President, Global Field Operations Stuart Levey Executive Vice President, Chief Legal Officer Douglas Kehring Executive Vice President and Head of Operations and former Principal Financial Officer**** *Mr. Magouyrk and Mr. Sicilia were each appointed as CEO on September 22, 2025. **Ms. Maxson was appointed as CFO and PFO on April 6, 2026. ***Ms. Catz served as our CEO and PFO for part of fiscal 2026. On September 22, 2025, Ms. Catz retired as CEO and PFO and became Executive Vice Chair of the Board. ****Mr. Kehring served as PFO for part of fiscal 2026, from September 22, 2025 to April 6, 2026, when Ms. Maxson assumed this role. | Quick Reference Guide | | | | Executive Summary | 41 | | | Fiscal 2026 Leadership Transitions | 41 | | | Oracle’s Performance | 43 | | | Fiscal 2026 Performance Equity | 43 | | | Time-Based Stock Options Are a Performance-Aligned Vehicle | 44 | | | Stockholder Engagement and Compensation Committee Responsiveness | 45 | | | Objectives of Our Executive Compensation Program | 45 | | | Human Capital and Compensation Best Practices | 46 | | | Compensation Decision-Making Process and the Roles of the Board and Management in Fiscal 2026 | 46 | | | Elements of Our Executive Compensation Program | 48 | | | Fiscal 2026 Compensation for Our NEOs | 49 | | | Base Salary and Cash Bonuses | 50 | | | Long-Term Incentive Compensation | 53 | | | All Other Compensation | 57 | | | Other Factors in Setting Executive Compensation | 59 | | | Compensation Recovery (Clawback) Policy | 61 | | | Compensation Committee Report | 61 | | | Compensation Tables | 62 |

  31. Executive Summary Fiscal 2026 Leadership Transitions

    | Fiscal 2026 Executive Compensation Highlights | | | Mr. Ellison | • Increased annual base salary from $1 to $950,000 • Earned an annual cash bonus of $4,851,178 • A $50 million* equity award consisting of 80% time-based stock options and 20% performance-based stock options (PSOs) • The stock options, including the PSOs, had no intrinsic value at fiscal year end because the exercise price of $280.07 exceeded Oracle’s stock price | | Mr. Magouyrk and Mr. Sicilia | • Each was appointed Chief Executive Officer on September 22, 2025 • Increased base salary from $925,000 to $950,000 • Earned an annual cash bonus of $4,851,178 • Mr. Magouyrk received a one-time promotional $250 million* equity award and Mr. Sicilia received a one-time promotional $100 million* equity award; each award consisted of 80% time-based stock options and 20% PSOs • The stock options, including the PSOs, had no intrinsic value at fiscal year end because the exercise price of $308.46 exceeded Oracle’s stock price |

  32. Executive Summary Fiscal 2026 Leadership Transitions

    | Ms. Maxson | • Joined Oracle on April 6, 2026 • Annual base salary of $950,000 • Earned a pro rata annual cash bonus of $372,146 for the period from her start date until Oracle’s fiscal year end on May 31, 2026 • A $26 million* equity award consisting of 80% time-based equity and 20% PSOs. Ms. Maxson elected to receive her time-based equity in the form of 50% stock options and 50% RSUs under our Equity Choice Program | | Ms. Catz Mr. Hura Mr. Levey Mr. Kehring | • Compensation decisions reflected management changes, promotions, strategic importance and continuity needs during a management transition year • Under our Equity Choice Program, these executives were given an election to receive their equity in the form of 100% stock options, 100% RSUs or a 50/50 mix • Long-term equity awards remain a significant portion of total compensation and are designed to align compensation with stockholder value creation |

  33. Executive Summary Fiscal 2026 Leadership Transitions

    * Amount represents the Compensation Committee’s intended target value, determined by dividing the approved equity value by the closing price of Oracle common stock on the grant date and, in the case of stock options, multiplying the resulting number of shares by four. This conversion methodology was used for all stock option grants made to employees, including executives, in fiscal 2026. The grant-date fair values reported in the Summary Compensation Table are higher than the intended target values principally because of volatility inputs in the Black-Scholes option-pricing model.

  34. Oracle’s Performance

    | Fiscal 2026 Performance Highlights | Pay Alignment Themes | | Oracle’s strong fiscal 2026 operating performance was not fully reflected in its stock price performance during the fiscal year. We believe this divergence reflected, in part, broader investor concerns affecting the software, AI and cloud sector. Against this market backdrop, Oracle continued to execute on its long-term strategy and deliver strong fundamental results, including: ➢ Remaining performance obligations of $638 billion at fiscal year-end ➢ Total revenues of $67.4 billion, up 17% year-over-year ➢ Total cloud revenues of $34.0 billion, up 39% year-over-year ➢ Cloud Infrastructure (IaaS) revenues of $18.1 billion, up 77% year-over-year ➢ Cloud Applications (SaaS) revenues of $15.9 billion, up 11% year-over-year ➢ Operating income of $20.6 billion, up 17% year-over-year ➢ Operating cash flow of $32.0 billion, up 54% year-over-year | ➢ Annual cash bonus opportunities were tied to Oracle's financial performance and role-specific growth metrics. ➢ PSOs use a three-year fiscal 2028 non-GAAP total revenue metric given the criticality of revenue generation to our long-term success ➢ Stock options, including time-based stock options, are strongly performance-based, having no intrinsic value unless Oracle’s stock price exceeds the exercise price ➢ At fiscal year-end, the stock options granted to Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, and Mr. Hura had no intrinsic value due to the exercise price being higher than Oracle’s stock price ➢ The Compensation Committee did not take any special actions to compensate executives for potential losses in stock option value |

  35. Oracle’s Performance

    Fiscal 2026 Performance Equity Mr. Ellison, Mr. Magouyrk, Mr. Sicilia and Ms. Maxson received 20% of their equity award value in the form of PSOs. Each grant of PSOs is subject to a three-year performance period beginning June 1, 2025 and ending May 31, 2028. The PSOs are earned at the end of the three-year period based on Oracle’s fiscal 2028 total revenues, measured on a non-GAAP basis as reported in Oracle’s fourth quarter fiscal 2028 earnings release. The Compensation Committee designed these goals to be highly rigorous and challenging to achieve, requiring revenues to more than double from fiscal 2025 levels in order to achieve target payout, and utilized three-year cliff vesting to further its long-term retention and performance objectives. Following the end of the three-year performance period, the Compensation Committee will certify fiscal 2028 non-GAAP Total Revenues and determine the number of options, if any, that vest. The number of options earned and eligible to vest will be determined using linear interpolation for performance between the Threshold and Target achievement levels and between the Target and Maximum achievement levels. No options will be earned for performance below Threshold, and the number of options earned will be capped at 200% of the target number of options. If Oracle’s fiscal 2028 non-GAAP Total Revenues: • are less than $100 billion (the “Threshold”), no PSOs will vest • equal $100 billion, 80% of the PSOs will vest • equal $125 billion (the “Target”), 100% of the PSOs will vest equal or exceed $250 billion (the “Maximum”), 200% of the PSOs will vest Fiscal 2026 was the first year of the three-year performance period. Oracle achieved non-GAAP Total Revenues of $67.4 billion in fiscal 2026, representing strong first-year progress. However, the PSOs remain fully unearned, evidencing the rigor of the targets established. Further, even if the PSOs vest based on achievement of 2028 non-GAAP Total Revenues, Oracle’s stock price must also exceed the exercise price in order for the awards to deliver value. Time-Based Stock Options Are a Performance-Aligned Vehicle Time-based stock options vest 25% per year over a four-year period, subject to continued service for everyone other than Ms. Maxson. Ms. Maxson's time-based stock options vest 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date, subject to continued service. The Compensation Committee views all stock options as strongly performance-aligned because they do not deliver value unless Oracle’s stock price exceeds the exercise price. This design exposes executives to downside equity performance risk and aligns their potential realizable value directly with stockholder value creation. Fiscal 2026 illustrates the extent of this performance alignment because the stock options granted to Messrs. Ellison, Magouyrk, Sicilia and Hura were underwater at fiscal year-end. These stock options, therefore, had no intrinsic value as of such date and provide a strong and clear imperative to focus on long-term performance execution that translates into stock price appreciation. In other words, these executives will not realize any payout unless stockholders also experience appreciation from the date of our NEOs’ respective grants.

  36. Oracle’s Performance

    Stockholder Engagement and Compensation Committee Responsiveness The Compensation Committee actively seeks input from Oracle’s unaffiliated stockholders on executive compensation, governance and other related matters. During fiscal 2026, members of the Compensation Committee met with seven of Oracle’s largest, unaffiliated institutional investors. These discussions helped inform the Compensation Committee’s decisions in fiscal 2026 on the structure, timing and balance of executive compensation elements, including the mix of stock options, RSUs and performance-based awards. During fiscal 2027, to date, we have reached out to nine large institutional investors to set up additional meetings with members of the Compensation Committee. Stockholders approved our advisory say-on-pay proposal at our 2025 Annual Meeting with approximately 82% of the votes cast voting in favor of the compensation of our NEOs, representing ongoing year-over-year improvements in stockholder approval and our adjustments based on stockholder feedback. The Compensation Committee considered this result, together with direct stockholder feedback, as it approved fiscal 2026 executive compensation and continued its work on establishing our fiscal 2027 equity compensation program. Stockholders expressed a range of views on executive equity design, including the appropriate performance period design, the balance of performance-based and time-based equity, the extent to which equity should be tied to financial performance metrics, equity vehicles and the cadence of executive grants. The Compensation Committee weighed those perspectives while also considering Oracle’s need to retain senior leaders with deep expertise in cloud infrastructure, AI, applications, database, finance, legal and global go-to-market execution. For a detailed summary of the Board’s response to key feedback received from stockholders, see the table on pages 6 and 7.

  37. Objectives of Our Executive Compensation Program

    | | Practices We Avoid | | | No repricing, cash-out or exchange of underwater stock options without stockholder approval | | | No executive severance arrangements except as required by law or provided under equity plans generally | | | No single-trigger change in control vesting of equity awards | | | No change in control acceleration of performance-based cash bonuses | | | No minimum guaranteed vesting for performance-based equity awards for NEOs | | | No golden parachute tax reimbursements or gross-ups for NEOs | | | No payout or settlement of dividends or dividend equivalents on unvested equity awards |

  38. Compensation Decision-Making Process and the Roles of the Board and Management in Fiscal 2026

    Compensation Decision-Making Process and the Roles of the Board and Management in Fiscal 2026 The Compensation Committee approved fiscal 2026 NEO compensation after considering Oracle’s business performance, each executive’s responsibilities and contributions, succession and retention needs, peer company pay information, input from Compensia, Inc. (Compensia), the Compensation Committee’s independent compensation consultant, and the Committee members’ collective subjective judgment based on their experience and expertise. The Compensation Committee also considered the competitive market for executives with specialized AI expertise. The Compensation Committee does not use a rigid formula by which it determines which of these factors is more or less important and the specific factors used and their weighting may vary among individual NEOs and over time. When determining the size of the equity awards, the Compensation Committee considers the overall size of the awards, the potential value of the awards and the remaining unvested value of prior equity awards granted to the executive. Management provides information and recommendations to the Compensation Committee for executives within their reporting chain. No NEO determines his or her own compensation. In fiscal 2026, the Compensation Committee considered recommendations from Mr. Ellison, Mr. Magouyrk, Mr. Sicilia and other members of management, as appropriate, but retained full authority over NEO compensation decisions.

  39. Fiscal 2026 Compensation for Our NEOs

    Fiscal 2026 Compensation for Our NEOs Our fiscal 2026 NEO compensation consisted of cash compensation in the form of base salaries and annual cash bonuses and long-term incentive compensation in the form of stock options and RSUs. We also provide certain other benefits and perquisites. As shown below, over 99% of Mr. Magouyrk’s and Mr. Sicilia’s combined cash and equity compensation opportunity for fiscal 2026 was at-risk.

  40. Fiscal 2026 Compensation for Our NEOs

    | Base Salary and Cash Bonuses |

  41. Fiscal 2026 Compensation for Our NEOs

    | Named Executive Officer | Annual Base Salary* | Bonus Plan | Bonus Target | Bonus Cap | Actual Bonus Paid | Bonus Primary Measures | | Lawrence J. Ellison | $950,000 | Executive | $5,000,000 | $10,000,000 | $4,851,178 | Non-GAAP operating income growth | | Clayton M. Magouyrk | $950,000 | Executive | $5,000,000 | $10,000,000 | $4,851,178 | Non-GAAP operating income growth | | Michael D. Sicilia | $950,000 | Executive | $5,000,000 | $10,000,000 | $4,851,178 | Non-GAAP operating income growth | | Hilary Maxson | $950,000 | Executive | $2,500,000 | $5,000,000** | $372,146** | Non-GAAP operating income growth | | Safra A. Catz | $650,000 | Executive | $500,000 | $1,000,000 | $485,118 | Non-GAAP operating income growth | | Mark Hura | $900,000 | Executive | $3,500,000 | $7,000,000 | $4,266,597 | Cloud bookings for: (1) Infrastructure, (2) GPUs, and (3) SaaS, and non-GAAP software revenue growth and non-GAAP operating income growth | | Stuart Levey | $950,000 | Corporate | $750,000 | $1,500,000 | $750,000 | Discretionary pool funded based on growth in non-GAAP operating income over the preceding year and paid based on individual allocations | | Douglas Kehring | $625,000 | Corporate | $950,000 | $1,900,000 | $500,000 | Discretionary pool funded based on growth in non-GAAP operating income over the preceding year and paid based on individual allocations |

  42. 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.

  43. Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz

    Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz The Compensation Committee selected year-over-year growth in our non-GAAP operating income as the financial performance metric for determining bonuses for Messrs. Ellison, Magouyrk, and Sicilia, Ms. Maxson and Ms. Catz for fiscal 2026. The Compensation Committee selected this metric in part because it is a single performance metric that incorporates both top-line performance (i.e., revenues) and bottom-line performance (i.e., the impact of operating expenses) and it is regularly used by management to understand, manage and evaluate our business performance and make operating decisions that support long-term stockholder value creation. As a measure of profitability, this metric requires our NEOs to manage multiple variables to achieve the goal of growing our non-GAAP operating income, which the Board believes to be an important measure of Oracle’s financial performance and value creation for our stockholders, and focuses our senior executives on the impact of items directly related to our core business operations. Non-GAAP operating income growth is also a contributing factor to Mr. Hura’s performance-based cash bonus opportunity and the metric that funds our discretionary corporate bonus plan for all eligible employees (including Mr. Levey and Mr. Kehring), each as discussed further below. The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures our top executives are working toward a common goal. For each NEO participating in the Executive Bonus Plan, the Compensation Committee established a target award value and considered a range of relevant data points, including Oracle’s annual operating plan, internal forecasts for non-GAAP operating income growth, historical performance and the Committee’s assessment of the rigor of the resulting performance goals. Based on these considerations, the Committee established the applicable growth multiple. Accordingly, the multiple may vary from year to year based on the target award value, the level of expected non-GAAP operating income growth and the Committee’s evaluation of the appropriate degree of performance rigor. Under the bonus formula, if Oracle’s non-GAAP operating income does not grow year-over-year, participating executives will not receive any bonuses under the Executive Bonus Plan or our discretionary corporate bonus plan for eligible employees even if Oracle remains profitable. The Compensation Committee retains discretion to reduce or eliminate, but not increase, the award determined by the bonus formula as it did for all participating executives in fiscal 2025. For fiscal 2026, the maximum amount that could be earned was capped at 200% of the target awards included in the table below. Between fiscal 2025 and fiscal 2026, our non-GAAP operating income grew by approximately $3.9 billion, resulting in bonuses equal to 97% of target, before any applicable proration. Non-GAAP operating income is defined under the Executive Bonus Plan for fiscal 2026 as operating income, excluding stock-based compensation expenses, amortization of intangible assets and restructuring and other expenses.

  44. Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz

    | Applicable GrowthX | Non-GAAP Operating | = | Award Payout | | Multiple | Income Growth | | |

  45. Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz

    | Executive | Target Award Opportunity | Applicable Growth Multiple | YoY Growth in Non-GAAP Op. Income ($M) | Actual Award Payout | Award as a Percentage of Target | | Lawrence J. Ellison | $5,000,000 | 0.1246% | $3,893 | $4,851,178 | 97% | | Clayton M. Magouyrk | $5,000,000 | 0.1246% | $3,893 | $4,851,178 | | | Michael D. Sicilia | $5,000,000 | 0.1246% | $3,893 | $4,851,178 | | | Hilary Maxson | $383,562* | 0.0096%* | $3,893 | $372,146* | | | Safra A. Catz | $500,000 | 0.0125% | $3,893 | $485,118 | |

  46. Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz

    * Ms. Maxson received a pro rata bonus for the period of time she worked at Oracle during the fiscal year (April 6, 2026 to May 31, 2026). Had she served for the full fiscal year, her target bonus opportunity would have been $2.5 million and her annualized growth multiple would have been 0.0623%. Based on the award as a percentage of target of 97%, her annual bonus for the full year would have been $2,425,589.

  47. Non-GAAP Bookings, Revenue Growth and Operating Income – Bonus Metric for Mr. Hura

    Non-GAAP Bookings, Revenue Growth and Operating Income – Bonus Metric for Mr. Hura For fiscal 2026, the Compensation Committee selected a combination of bookings, revenue growth and operating income growth metrics for Mr. Hura to reflect the scope of his leadership responsibilities for Oracle’s global field organization and to align his annual cash incentive with the growth and profitability objectives most directly tied to field execution. Mr. Hura’s bonus opportunity was based on five weighted performance metrics: • Total Non-GPU Infrastructure Bookings, weighted 30% • GPU Bookings, weighted 10% • Total SaaS Bookings Growth, weighted 10% • Non-GAAP Software Revenue Growth, weighted 20% • Non-GAAP Total Operating Income Growth, weighted 30% The Compensation Committee selected these metrics to focus Mr. Hura on accelerating Oracle’s infrastructure and AI-related bookings, expanding software and SaaS growth and delivering profitable growth across the businesses he is responsible for. Mr. Hura’s target bonus opportunity for fiscal 2026 was $3.5 million, with a maximum payout capped at 200% of target, or $7.0 million. Based on fiscal 2026 achievement, Mr. Hura received a bonus of $4,266,597, which represents approximately 122% of target.

  48. Non-GAAP Bookings, Revenue Growth and Operating Income – Bonus Metric for Mr. Hura

    | Metric | Target Bonus | Actual Bonus | % of Achievement | | Cloud Bookings metrics (Total Non-GPU Infrastructure Bookings; GPU Bookings and Total SaaS Bookings Growth) | $1,750,000 | $2,630,726 | 150% | | Non-GAAP Software Revenue Growth | 700,000 | 641,337 | 92% | | Non-GAAP Total Operating Income Growth | 1,050,000 | 994,534 | 95% | | Total | $3,500,000 | $4,266,597 | 122% |

  49. Discretionary Cash Bonuses under the Corporate Bonus Plan

    Discretionary Cash Bonuses under the Corporate Bonus Plan Executive officers who are not directly responsible for Oracle’s financial performance and therefore do not participate in the performance-based Executive Bonus Plan may be eligible to receive a bonus under our discretionary Corporate Bonus Plan, which is funded based on year-over-year growth in non-GAAP operating income and paid based on individual allocations. At the beginning of each fiscal year, the Compensation Committee sets target and maximum discretionary bonus amounts for executive officers who are eligible to receive bonuses under the Corporate Bonus Plan. 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 performance during the fiscal year, 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 Chief Legal Officer, Mr. Levey oversees all legal matters at Oracle and manages a large-scale multinational legal team. Because Mr. Levey is not directly responsible for Oracle’s financial performance, the Compensation Committee determined that Mr. Levey would be more appropriately incentivized under our discretionary corporate bonus plan. The Compensation Committee set a target bonus opportunity of $750,000 for Mr. Levey and a maximum of $1.5 million based on, among other things, an assessment of Mr. Levey’s responsibilities, competitive pay data drawn from the companies in our compensation peer group as provided by its independent compensation consultant and the recommendation of members of management. After fiscal 2026 year end, the Compensation Committee discussed Mr. Levey’s performance during fiscal 2026 with management. The Compensation Committee granted Mr. Levey a bonus of $750,000 (100% of target) based upon its assessment of Mr. Levey’s significant contributions to Oracle’s legal strategy and successes during fiscal 2026 and his potential future contributions to Oracle’s success. The Compensation Committee believes the bonus paid to Mr. Levey was reasonable as compared with compensation paid to executives in similar roles by the companies in our compensation peer group according to pay data provided by the Compensation Committee’s independent compensation consultant. When Mr. Kehring transitioned to the position of PFO, the Compensation Committee set a target bonus opportunity of $950,000 and a maximum of $1.9 million for him based on, among other things, an assessment of Mr. Kehring’s responsibilities, competitive pay data drawn from the companies in our compensation peer group as provided by its independent compensation consultant and the recommendation of members of management. After fiscal 2026 year end, the Compensation Committee discussed Mr. Kehring’s performance during fiscal 2026 with management. The Compensation Committee granted Mr. Kehring a bonus of $500,000 (53% of target) based upon its assessment of Mr. Kehring’s contributions to Oracle during fiscal 2026. The Compensation Committee believes the bonus paid to Mr. Kehring was reasonable as compared with compensation paid to executives in similar roles by the companies in our compensation peer group according to pay data provided by the Compensation Committee’s independent compensation consultant.

  50. Discretionary Cash Bonuses under the Corporate Bonus Plan

    | Long-Term Incentive Compensation |

  51. Discretionary Cash Bonuses under the Corporate Bonus Plan

    Long-term incentive compensation was the largest component of fiscal 2026 compensation for all of our NEOs. The Compensation Committee used equity to align executive interests with long-term stockholder value, to focus new leaders on Oracle’s growth opportunities in cloud infrastructure, AI, database, applications and global field execution and to retain executives during a significant management transition. Our philosophy with regard to granting long-term incentive compensation is to: be sensitive to the overall number and value of shares of Oracle common stock underlying the equity awards granted; effectively manage the overall net dilution resulting from our use of equity as a compensation tool by granting equity awards with a focus on our senior executive officers, engineers and high performers in other areas of our business; and • 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. Consistent with this philosophy, our cumulative potential dilution since June 1, 2023 has been an annualized rate of 1.0% 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 2026.

  52. Equity Choice Program

    Equity Choice Program In fiscal 2026, Oracle introduced an Equity Choice Program for certain executives and employees. During fiscal 2026, Ms. Catz and Messrs. Hura, Levey and Kehring participated in the Equity Choice Program for 100% of their equity and Ms. Maxson participated for her time-based awards only. Participants could elect to receive their time-based equity award in the form of 100% stock options, 100% RSUs or a 50/50 mix of stock options and RSUs. If a participant elected stock options, the participant received four times the number of options as the number of RSUs that otherwise would have been granted in recognition that stock options will have no intrinsic value unless the stock price increases. The Compensation Committee adopted this design to provide meaningful retention value while allowing participants to select an equity vehicle, or combination of equity vehicles, that best aligned with their preferences and risk profile.

  53. Fiscal 2026 Equity Awards

    Fiscal 2026 Equity Awards

  54. Fiscal 2026 Equity Awards

    | Named Executive Officer | Award Vehicle | Number Granted | Compensation Committee Approved Value | Exercise Price | Vesting | | Lawrence J. Ellison | 80% stock options | 571,286 | $40 million* | $280.07 | 25% annually on the grant date anniversary over 4 years | | | 20% PSOs | 142,822 | $10 million* | | 3-year cliff based on performance | | Clayton M. Magouyrk | 80% stock options | 2,593,530 | $200 million* | $308.46 | 25% annually on the grant date anniversary over 4 years | | | 20% PSOs | 648,383 | $50 million* | | 3-year cliff based on performance | | Michael D. Sicilia | 80% stock options | 1,037,412 | $80 million* | $308.46 | 25% annually on the grant date anniversary over 4 years | | | 20% PSOs | 259,353 | $20 million* | | 3-year cliff based on performance | | Hilary Maxson | 40% stock options | 224,441 | $10.4 million* | $185.35 | 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date | | | 20% PSOs | 112,221 | $5.2 million* | | 3-year cliff based on performance | | | 40% RSUs | 56,111 | $10.4 million | N/A | 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date | | Safra A. Catz | 100% RSUs | 32,135 | $9 million | N/A | 25% annually on the grant date anniversary over 4 years | | Mark Hura | 100% stock options | 428,465 | $30 million* | $280.07 | 25% annually on the grant date anniversary over 4 years | | Stuart Levey | 100% RSUs | 49,988 | $14 million | N/A | 25% annually on the grant date anniversary over 4 years | | Douglas Kehring | 100% RSUs | 60,700 | $17 million | N/A | 25% annually on the grant date anniversary over 4 years |

  55. Fiscal 2026 Equity Awards

    * The grant-date fair values required to be reported under accounting rules for stock options were higher than the Compensation Committee-approved award values, driven principally by stock price volatility inputs in the Black-Scholes option-pricing model. The Compensation Committee believes the committee-approved award values are a useful way to understand the intended economic opportunity, while recognizing that the Summary Compensation Table must report the grant-date fair values calculated under applicable accounting rules. When reviewing these stock option awards, the Compensation Committee considered (1) the committee-approved award value, (2) the required accounting grant-date fair value and (3) the intrinsic value of stock options.

  56. Fiscal 2026 PSOs

    Fiscal 2026 PSOs The PSOs granted to Messrs. Ellison, Magouyrk and Sicilia and Ms. Maxson have a single three-year performance period beginning June 1, 2025 and ending May 31, 2028. The performance metric is Oracle non-GAAP total revenue for fiscal 2028 measured on a non-GAAP basis as reported in Oracle’s fourth quarter fiscal 2028 earnings release. The Compensation Committee designed these goals to be highly rigorous and challenging to achieve, requiring revenues to more than double from fiscal 2025 levels in order to achieve target payout, and utilized three-year cliff vesting to further its long-term retention and sustained performance objectives. Following the end of the three-year performance period, the Compensation Committee will certify fiscal 2028 non-GAAP total revenues and determine the number of options, if any, that vest. The number of options earned and eligible to vest will be determined using linear interpolation for performance between the Threshold and Target achievement levels and between the Target and Maximum achievement levels. No options will be earned for performance below Threshold, and the number of options earned will be capped at 200% of the target number of options. If Oracle’s fiscal 2028 non-GAAP Total Revenues: are less than $100 billion (the “Threshold”), no PSOs will vest • equal $100 billion, 80% of the PSOs will vest • equal $125 billion (the “Target”), 100% of the PSOs will vest • equal or exceed $250 billion (the “Maximum”), 200% of the PSOs will vest Fiscal 2026 was the first year of the three-year performance period. Oracle achieved non-GAAP total revenues of $67.4 billion in fiscal 2026, representing strong first-year progress. However, the PSOs remain fully unearned, evidencing the rigor of the targets established. Further, even if the PSOs vest based on achievement of 2028 non-GAAP total revenues, Oracle’s stock price must also exceed the exercise price in order for the awards to deliver value.

  57. Time-Based Stock Options Are a Performance-Aligned Vehicle

    Time-Based Stock Options Are a Performance-Aligned Vehicle The Compensation Committee views all stock options as strongly performance-aligned because they do not deliver value unless Oracle’s stock price exceeds the exercise price. This design exposes executives to downside equity performance risk and aligns their potential realizable value directly with stockholder value creation. Fiscal 2026 illustrates the extent of this performance alignment because the stock options granted to Messrs. Ellison, Magouyrk, Sicilia and Hura were underwater at fiscal year-end. These stock options, therefore, had no intrinsic value as of such date and provide a strong and clear imperative to focus on long-term performance execution that translates into stock price appreciation. In other words, these executives will not realize any payout unless stockholders also experience appreciation from the date of our NEOs’ respective grants.

  58. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the Oracle Corporation Amended and Restated 2020 Equity Incentive Plan (the “2020 Equity Plan”) and the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan. The Compensation Committee, among other things: • selects award recipients under the 2020 Equity Plan; • approves the form of grant agreements; • determines the terms and restrictions applicable to the equity awards; and • adopts sub-plans for particular subsidiaries and locations. 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.

  59. 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 annual equity award grants, the Compensation Committee has historically granted such awards on a predetermined schedule.

  60. Equity Award Timing Policies and Practices

    | All Other Compensation |

  61. Equity Award Timing Policies and Practices

    In fiscal 2026, we provided our NEOs with limited perquisites and personal benefits, each of which the Compensation Committee believes are reasonable and in the best interests of Oracle and our stockholders. Certain of these perquisites and personal benefits are described in more detail below. For our NEOs whose total perquisites and personal benefits exceeded $10,000 in total value in fiscal 2026, the amounts of such perquisites and personal benefits are reported in the “All Other Compensation” column of the SCT. ➢

  62. Pension Benefits or Supplemental Retirement Benefits

    Pension Benefits or Supplemental Retirement Benefits During fiscal 2026, other than the 401(k) Plan and our deferred compensation programs described below, we did not provide any pension or retirement benefits to our NEOs and do not believe that these types of benefits are necessary to further the objectives of our executive compensation program at this time. We offer the 1993 Deferred Compensation Plan (the Cash Deferred Compensation Plan) to certain employees, including our 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 the 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 2026 Non-Qualified Deferred Compensation Table” beginning on page 66.

  63. Severance, Change in Control and Death Benefits

    Severance, Change in Control and Death Benefits Oracle does not maintain executive severance arrangements for its NEOs, other than arrangements required by law or provisions available under Oracle’s equity plans to employees generally. Oracle does not provide single-trigger change-in-control acceleration of equity awards. Under Oracle’s equity plan, time-based equity awards generally accelerate only if Oracle is acquired and the awards are not assumed, or if the awards are assumed and the recipient’s employment is terminated without cause within 12 months following the acquisition. For the PSOs granted in fiscal 2026 to certain NEOs, if a change in control occurs before the end of the three-year performance period ending May 31, 2028, and the executive has remained continuously employed through the change in control, the vesting percentage for the PSOs will be deemed to be 100%. If a change in control occurs after the performance period has ended but before the Compensation Committee has certified performance, the vesting percentage of the PSOs will be the greater of 100% or the vesting percentage determined based on actual fiscal 2028 total revenues performance. Any portion of the PSOs that does not vest in connection with a change in control will be forfeited. If any employee of Oracle dies while employed by Oracle, Oracle’s standard forms of grant agreements under the 2020 Equity Plan provide for one additional tranche of vesting of RSUs and stock options for all grantees, including NEOs. The fiscal 2026 PSOs do not vest automatically upon death. Instead, if an NEO’s employment terminates due to death or disability before the end of the performance period, the PSOs remain outstanding and vest, if at all, after the end of the performance period based on actual performance, prorated for the portion of the performance period during which the executive was employed. Any portion that does not vest is forfeited.

  64. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Compensia, a national compensation consulting firm, as its independent compensation advisor for fiscal 2026 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 and fiscal 2027 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 2026. 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 2026. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

  65. 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: • their size and complexity; • their market capitalization; • their competition with us for talent; • the nature of their businesses; and • the industries and regions in which they operate. For fiscal 2026, the companies comprising the compensation peer group consisted of:

  66. Peer Company Executive Compensation Comparison

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

  67. Peer Company Executive Compensation Comparison

    The peer group remained the same from fiscal 2025, except that Hewlett Packard Enterprise (HPE) was removed and Intuit Inc. (Intuit) was added. The Compensation Committee removed HPE because its revenue was at the low end of the peer group range and its market capitalization was below the Compensation Committee’s targeted range. The Compensation Committee added Intuit because its market capitalization was within the targeted range, it is a relevant technology and talent competitor and its inclusion provided greater balance to the peer group given the presence of several significantly larger companies. In determining fiscal 2026 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.

  68. Accounting Considerations

    Accounting Considerations Accounting considerations 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.

  69. Fiscal 2026 Summary Compensation Table

    Fiscal 2026 Summary Compensation Table The following table provides summary information concerning cash, equity and other compensation awarded to or earned by our NEOs in fiscal 2026, 2025 and 2024.

  70. Fiscal 2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (3) | Stock Awards ($) (4) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) | Total ($) | | Lawrence J. Ellison | 2026 | 950,000 | — | — | 117,777,832 | 4,851,178 | 7,436,960(6) | 131,015,970 | | Executive Chair and Chief | 2025 | 1 | — | — | — | — | 5,643,947 | 5,643,948 | | Technology Officer | 2024 | 1 | — | — | — | 5,292,260 | 3,013,678 | 8,305,939 | | Clayton M. Magouyrk (1) Director and Chief Executive Officer | 2026 | 942,308 | — | — | 621,669,237 | 4,851,178 | 9,696(7) | 627,472,419 | | Michael D. Sicilia (1) Director and Chief Executive Officer | 2026 | 942,308 | — | — | 248,667,656 | 4,851,178 | 2,145,610(8) | 256,606,752 | | Hilary Maxson (2) Chief Financial Officer | 2026 | 146,154 | — | 10,190,319 | 30,925,771 | 372,146 | 59,333(9) | 41,693,723 | | Safra A. Catz (1) | 2026 | 742,308 | — | 8,849,979 | — | 485,118 | 63,658(10) | 10,141,063 | | Executive Vice Chair and Former | 2025 | 950,000 | — | — | — | — | 163,417 | 1,113,417 | | Chief Executive Officer | 2024 | 950,000 | — | — | — | 5,292,260 | 221,974 | 6,464,234 | | Mark Hura President, Global Field Operations | 2026 | 771,538 | — | — | 53,219,638 | 4,266,597 | 18,599(11) | 58,276,372 | | Stuart Levey | 2026 | 950,000 | 750,000 | 13,766,695 | — | — | 19,344(12) | 15,486,039 | | Executive Vice President, | 2025 | 950,000 | — | 13,688,537 | — | — | 40,091 | 14,678,628 | | Chief Legal Officer | 2024 | 950,000 | 1,000,000 | 11,616,614 | — | — | 15,682 | 13,582,296 | | Douglas Kehring (2) Executive Vice President and Head of Operations | 2026 | 800,000 | 500,000 | 16,716,780 | — | — | 11,712(13) | 18,028,492 |

  71. Fiscal 2026 Summary Compensation Table

    (1) On September 22, 2025, Ms. Catz retired from her positions as Chief Executive Officer and Principal Financial Officer and became Executive Vice Chair of the Board. Effective on the same date, Messrs. Magouyrk and Sicilia were promoted to Chief Executive Officers and appointed as members of the Board. (2) Ms. Maxson was appointed Chief Financial Officer and Principal Financial Officer effective April 6, 2026. Mr. Kehring served as our Principal Financial Officer from September 22, 2025 until Ms. Maxson's appointment and thereafter continued as Executive Vice President and Head of Operations. In connection with this transition, Mr. Kehring's annual base salary was reduced to $625,000. (3) The amounts reported for fiscal 2026 represent bonuses earned by Messrs. Levey and Kehring under our discretionary corporate bonus plan. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Discretionary Cash Bonuses under the Corporate Bonus Plan” on page 53 for further discussion. (4) The amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant date fair values of RSU awards and stock options (including PSO awards), respectively, granted during the relevant fiscal years and computed in accordance with FASB ASC 718. The grant date fair values of the option awards were determined using the Black-Scholes option-pricing model. 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 2026. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 53 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. (5) The amounts reported for fiscal 2026 represent performance-based cash incentive compensation earned by Messrs. Ellison, Magouyrk, Sicilia and Hura and Mses. Catz and Maxson. Ms. Maxson's amount reflects a prorated award for the period from April 6, 2026 through May 31, 2026. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Base Salary and Cash Bonuses” beginning on page 50 for further discussion. (6) This amount represents (i) Company matching contributions under our 401(k) Plan of $10,200, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,310, (iii) security-related costs and expenses in the amount of $7,405,530, (iv) event tickets provided for personal use in the amount of $7,765 and (v) legal counsel fees in the amount of $11,155. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57. This amount represents (i) Company matching contributions under our 401(k) Plan of $7,285 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,411. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57. 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 $6,612, (iii) security related costs and expenses in the amount of $1,979,561 and (iv) aggregate incremental costs and expenses to Oracle of $154,337 for Mr. Sicilia’s use of Oracle’s private aircraft for non-business travel. In addition, Oracle incurred a loss of tax deduction of $61,627 associated with aircraft use by Mr. Sicilia; this amount is not included in the Summary Compensation Table. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57. (9) This amount represents (i) Company matching contributions under our 401(k) Plan of $3,288, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $552 and (iii) $55,493 in relocation expenses. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57. (10) 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 $10,627, (iii) security related costs and expenses in the amount of $3,660, (iv) legal counsel fees and (v) aggregate incremental costs and expenses to Oracle of $43,742 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 57. (11) 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 $6,150 and (iii) event tickets provided for personal use in the amount of $7,349. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57. (12) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,815, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $13,000 and (iii) 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 57. 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 $6,612. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 57.

  72. Grants of Plan-Based Awards During Fiscal 2026 Table

    Grants of Plan-Based Awards During Fiscal 2026 Table The following table shows equity and non-equity plan-based awards granted to our NEOs during fiscal 2026. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2026 Year-End Table.

  73. Grants of Plan-Based Awards During Fiscal 2026 Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | All Other Option | | | | Name | Grant Date | Award Type | Threshold ($) | Target ($) (1) | Maximum ($) (1) | Threshold (#2) | Target (#) (2) | Maximum (#2) | Awards: Number of Shares of Stock or Units (#) (3) | Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Lawrence J. Ellison | 10/23/2025 | PSOs | | | | 114,258 | 142,822 | 285,644 | | | 280.07 | 23,555,632 | | | 10/23/2025 | Options | | | | | | | | 571,286 | 280.07 | 94,222,200 | | | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | | | | | | Clayton M. Magouyrk | 9/24/2025 | PSOs | | | | 518,706 | 648,383 | 1,296,766 | | | 308.46 | 124,333,924 | | | 9/24/2025 | Options | | | | | | | | 2,593,530 | 308.46 | 497,335,313 | | | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | | | | | | Michael D. Sicilia | 9/24/2025 | PSOs | | | | 207,482 | 259,353 | 518,706 | | | 308.46 | 49,733,531 | | | 9/24/2025 | Options | | | | | | | | 1,037,412 | 308.46 | 198,934,125 | | | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | | | | | | Hilary Maxson | 5/5/2026 | RSUs | | | | | | | 56,111 | | | 10,190,319 | | | 5/5/2026 | PSOs | | | | 89,777 | 112,221 | 224,442 | | | 185.35 | 10,308,621 | | | 5/5/2026 | Options | | | | | | | | 224,441 | 185.35 | 20,617,150 | | | | Cash Bonus | — | 383,562 | 767,124 | | | | | | | | | Safra A. Catz | 10/23/2025 | RSUs | | | | | | | 32,135 | | | 8,849,979 | | | | Cash Bonus | — | 500,000 | 1,000,000 | | | | | | | | | Mark Hura | 10/23/2025 | Options | | | | | | | | 428,465 | 280.07 | 53,219,638 | | | | Cash Bonus | — | 3,500,000 | 7,000,000 | | | | | | | | | Stuart Levey | 10/23/2025 | RSUs | | | | | | | 49,988 | | | 13,766,695 | | Douglas Kehring | 10/23/2025 | RSUs | | | | | | | 60,700 | | | 16,716,780 |

  74. Grants of Plan-Based Awards During Fiscal 2026 Table

    (1) The target amounts reported in these columns are the applicable fiscal 2026 target opportunities under the Executive Bonus Plan or other performance-based bonus arrangements. Maximum amounts are shown at 200% of target. (2) The PSOs were granted under the 2020 Equity Plan and will vest, if at all, subject to continued service over a three-year performance period ending May 31, 2028 and the achievement of certain non-GAAP total revenue metrics. The threshold amounts are shown at 80% of target and the maximum amounts are shown at 200% of target. (3) The RSUs reported in this column were granted under the 2020 Equity Plan. The RSUs for everyone other than Ms. Maxson 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. Ms. Maxson's RSUs vest 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date, subject to Ms. Maxson's continued employment through each applicable vesting date. (4) The time-based stock options reported in this column were granted under the 2020 Equity Plan. The time-based stock options for everyone other than Ms. Maxson 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. Ms. Maxson's stock options vest 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date, subject to Ms. Maxson's continued employment through each applicable vesting date. The amounts reported in this column represent the aggregate grant date fair values of RSUs and stock options granted during fiscal 2026 computed in accordance with FASB ASC 718. For information on the valuation assumptions used in our computations, see Notes 1 and 11 to our Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2026.

  75. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    Outstanding Equity Awards at Fiscal 2026 Year-End Table The following table provides information on the outstanding PSOs, RSUs and time-based stock options held by our NEOs as of May 31, 2026.

  76. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | | | Option Awards (1) | | | | | Stock Awards (1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Lawrence J. Ellison | 10/23/2025 | — | 571,286 | 142,822 | 280.07 | 10/23/2035 | — | — | — | — | | Clayton M. Magouyrk | 9/24/2025 | — | 2,593,530 | 648,383 | 308.46 | 09/24/2035 | — | — | — | — | | | 9/19/2024 | — | — | — | — | — | 125,307 | 28,291,814 | — | — | | | 9/15/2023 | — | — | — | — | — | 122,905 | 27,749,491 | — | — | | | 9/20/2022 | — | — | — | — | — | 88,093 | 19,889,638 | — | — | | Michael D. Sicilia | 9/24/2025 | — | 1,037,412 | 259,353 | 308.46 | 9/24/2035 | — | — | — | — | | | 9/19/2024 | — | — | — | — | — | 107,406 | 24,250,127 | — | — | | | 9/15/2023 | — | — | — | — | — | 105,347 | 23,785,246 | — | — | | | 9/20/2022 | — | — | — | — | — | 73,411 | 16,574,736 | — | — | | Hilary Maxson | 5/5/2026 | — | 224,441 | 112,221 | 185.35 | 5/5/2036 | 56,111 | 12,668,742 | — | — | | Safra A. Catz | 10/23/2025 | — | — | — | — | — | 32,135 | 7,255,440 | — | — | | Mark Hura | 10/23/2025 | — | 428,465 | — | 280.07 | 10/23/2035 | — | — | — | — | | | 9/19/2024 | — | — | — | — | — | 58,179 | 13,135,655 | — | — | | | 9/15/2023 | — | — | — | — | — | 57,063 | 12,883,684 | — | — | | | 9/20/2022 | — | — | — | — | — | 47,717 | 10,773,544 | — | — | | Stuart Levey | 10/23/2025 | — | — | — | — | — | 49,988 | 11,286,291 | — | — | | | 9/19/2024 | — | — | — | — | — | 62,654 | 14,146,020 | — | — | | | 9/15/2023 | — | — | — | — | — | 52,674 | 11,892,736 | — | — | | | 11/5/2022 | — | — | — | — | — | 39,474 | 8,912,440 | — | — | | Douglas Kehring | 10/23/2025 | — | — | — | — | — | 60,700 | 13,704,846 | — | — | | | 9/19/2024 | — | — | — | — | — | 76,080 | 17,177,342 | — | — | | | 9/15/2023 | — | — | — | — | — | 74,621 | 16,847,929 | — | — | | | 9/20/2022 | — | — | — | — | — | 62,400 | 14,088,672 | — | — |

  77. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    (1) All time-based stock options and RSUs, other than Ms. Maxson's, vest 25% per year over four years on each anniversary of the date of grant, in each case subject to the NEO’s continued service through each applicable vesting date. Ms. Maxson’s RSUs will vest over a four-year period, subject to continued service, with 40% vesting on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date, and 10% on the four-year anniversary of the grant date. (2) The amounts in this column reflect unearned and unvested PSOs as of May 31, 2026. The PSOs will vest, if at all, subject to continued service over a three-year performance period ending May 31, 2028 and the achievement of certain revenue metrics. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 53 and “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Fiscal 2026 PSOs” on pages 55 and 56 for a discussion of the material features of these awards, including the vesting criteria. (3) This column reflects unvested RSUs. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” on page 53 for a discussion of the material features of these awards, including the vesting criteria. Value calculated using the closing market price of Oracle common stock on May 29, 2026 ($225.78 per share).

  78. Option Exercises and Stock Vested During Fiscal 2026 Table

    Option Exercises and Stock Vested During Fiscal 2026 Table The following table provides information on our NEOs’ exercise of stock options that would otherwise expire in fiscal 2026 or fiscal 2027 and the vesting of our NEOs’ RSUs during fiscal 2026.

  79. Option Exercises and Stock Vested During Fiscal 2026 Table

    | | Option Awards (1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (3) | | Lawrence J. Ellison | 12,500,000 | 2,258,195,000 | — | — | | Clayton M. Magouyrk | — | — | 253,813 | 72,811,305 | | Michael D. Sicilia | — | — | 211,885 | 60,889,329 | | Hilary Maxson | — | — | — | — | | Safra A. Catz | 8,694,918 | 1,381,316,744 | — | — | | Mark Hura | — | — | 139,391 | 39,510,239 | | Stuart Levey | — | — | 86,695 | 23,770,494(4) | | Douglas Kehring | 70,000 | 13,438,719 | 168,818 | 48,376,673 |

  80. Option Exercises and Stock Vested During Fiscal 2026 Table

    (1) The options exercised by our NEOs during fiscal 2026 were all exercised in order to prevent such options from expiring in fiscal 2026 or fiscal 2027.

  81. Option Exercises and Stock Vested During Fiscal 2026 Table

    | Name | Number of Shares Exercised | Exercise Price ($) | Expiration Date | | Lawrence J. Ellison | 12,500,000 | 51.13 | July 20, 2025 | | Safra A. Catz | 8,694,918 | 51.13 | July 20, 2025 | | Douglas Kehring | 70,000 | 40.93 | June 30, 2026 |

  82. Option Exercises and Stock Vested During Fiscal 2026 Table

    (2) 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. (3) 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. (4) 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 2026” column of the Fiscal 2026 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.

  83. Fiscal 2026 Non-Qualified Deferred Compensation Table

    Fiscal 2026 Non-Qualified Deferred Compensation Table Our NEOs and certain other highly compensated employees are eligible to enroll in our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan.

  84. 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 NEOs upon hire that provides that the executive is employed “at will.” None of these employment offer letters with our NEOs 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 provides for acceleration of equity awards upon a qualifying termination of employment or a change in control, as described below.

  85. CEO PAY RATIO

    CEO PAY RATIO In accordance with SEC rules, we are providing the ratios of the annual total compensation of each of our CEOs, Clayton M. Magouyrk and Michael D. Sicilia, to the annual total compensation of our median compensated employee worldwide (the median global employee) for fiscal 2026. For fiscal 2026, the ratio of CEO to median global employee annual total compensation was 6,623 to 1 for Mr. Magouyrk and 2,709 to 1 for Mr. Sicilia. The fiscal 2026 total compensation of Mr. Magouyrk was $627,472,419, the fiscal 2026 total compensation of Mr. Sicilia was $256,606,752 and the fiscal 2026 total compensation of our median global employee was $94,740. To identify our median compensated global employee, we used the base salaries and wage rates of our May 31, 2026 employee population (other than our CEOs) and the currency exchange rates then in effect, annualized for all permanent employees who did not work for the entire year. As of May 31, 2026, we had approximately 143,950 employees, of which approximately 136,750 were considered in identifying the median employee after excluding 5% of our total employees from the following jurisdictions (in accordance with SEC rules): Armenia (11), Bosnia-Herzegovina (21), Kazakhstan (10), Pakistan (63), Philippines (2,426), Romania (4,237), Serbia (77), Slovenia (23), Sri Lanka (16), Taiwan (251) and Vietnam (63). In calculating the CEO pay ratios, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratios may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their CEO pay ratios.

  86. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures have been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act and do not necessarily reflect the economic benefit actually realized by our NEOs or the method by which the Compensation Committee makes compensation determinations. For a discussion of our executive compensation program and the Compensation Committee’s decision-making process in determining and approving our NEOs’ compensation, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40.

  87. Pay Versus Performance Table

    Pay Versus Performance Table

  88. Pay Versus Performance Table

    | | Clayton M. Magouyrk | | Michael D. Sicilia | | Safra A. Catz | | Average Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total ($) (1) | CAP ($) (2) | SCT Total ($) (1) | CAP ($) (2) | SCT Total ($) (1) | CAP ($) (2) | Average SCT Total ($) (1) | Average CAP ($) (3) | Total Shareholder Return (TSR) ($) (4) | Peer Group TSR ($) (5) | Net Income ($ millions) | Non-GAAP Operating Income Growth ($ millions) (6) | | 2026 | 627,472,419 | 413,038,464 | 256,606,752 | 193,783,100 | 10,141,063 | 256,974,411 | 52,900,119 | 107,649,517 | 206.82 | 189.86 | 16,984 | 3,893 | | 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 |

  89. Pay Versus Performance Table

    (1) For fiscal 2026, Messrs. Magouyrk and Sicilia were each promoted to the roles of principal executive officer (PEO) effective September 22, 2025. Ms. Catz served as PEO until September 22, 2025, at which time she transitioned to the role of Executive Vice Chair of the Board. Our non-PEO NEOs for fiscal 2026 were Lawrence J. Ellison, Hilary Maxson, Mark Hura, Stuart Levey and Douglas Kehring. Both Ms. Maxson and Mr. Kehring served as our Principal Financial Officer during portions of fiscal 2026, and each is included in the non-PEO NEO averages. For fiscal years 2025, 2024, 2023 and 2022, Ms. Catz served as our PEO. Our non-PEO NEOs for fiscal 2022 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 2025. In addition, although Mr. Ellison was not an NEO for fiscal 2025, 2024 or 2023 under applicable SEC rules, we have voluntarily included him as a non-PEO NEO for each of those years. (2) The amounts reported in these columns represent the amount of “compensation actually paid” (CAP) to each PEO, as applicable, 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 the applicable PEO during the covered year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each PEO's total compensation during the covered year to determine the CAP:

  90. Pay Versus Performance Table

    | Year | PEO | SCT Total ($) | Deduction of Equity Amounts Reported in SCT ($) | Fair Value for Unvested Awards Granted in Covered Year ($) | Fair Value for Awards Vested and Granted in the Covered Year ($) | Change in Fair Value of Outstanding Unvested Awards from Prior Years ($) | Change in Fair Value of Prior-Year Awards that Vested in the Covered Year ($) | Prior-Year Awards Forfeited ($) | CAP ($) | | 2026 | Clayton M. Magouyrk | 627,472,419 | (621,669,237) | 355,475,761 | — | 20,639,341 | 31,120,180 | — | 413,038,464 | | 2026 | Michael D. Sicilia | 256,606,752 | (248,667,656) | 142,190,282 | — | 17,563,214 | 26,090,508 | — | 193,783,100 | | 2026 | Safra A. Catz | 10,141,063 | (8,849,979) | 7,133,327 | — | — | 248,550,000(a) | — | 256,974,411 | | 2025 | Safra A. Catz | 1,113,417 | — | — | — | 404,300,134 | 56,392,122 | — | 461,805,673 | | 2024 | Safra A. Catz | 6,464,234 | — | — | — | 54,300,000 | 33,500,000 | — | 94,264,234 | | 2023 | Safra A. Catz | 5,250,680 | — | — | — | 298,800,000 | — | — | 304,050,680 | | 2022 | Safra A. Catz | 138,192,032 | (129,275,000) | — | — | 123,300,000 | 7,025,000 | — | 139,242,032 |

  91. 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. 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:

  92. 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 ($) | Average CAP to Non-PEO NEOs ($) | | 2026 | 52,900,119 | (48,519,407) | 37,699,149 | — | 6,515,714 | 59,053,942(a) | — | 107,649,517 | | 2025 | 11,329,031 | (9,581,943) | 7,831,535 | — | 86,045,938 | 14,409,251 | (3,496,409) | 106,537,403 | | 2024 | 13,191,706 | (9,438,478) | 9,932,357 | — | 15,424,691 | 9,038,358 | — | 38,148,634 | | 2023 | 12,487,762 | (9,341,022) | 14,522,834 | — | 78,125,625 | 504,656 | — | 96,299,855 | | 2022 | 58,544,998 | (53,190,333) | 8,279,833 | — | 39,812,596 | 3,464,493 | — | 56,911,587 |

  93. 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. (4) The amounts reported in this column reflect the cumulative total stockholder return on our common stock for each of the fiscal years presented, assuming an investment of $100 at the beginning of the earliest fiscal year presented and the reinvestment of any dividends. (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, 2026. 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 fiscal years presented, assuming an investment of $100 at the beginning of the earliest fiscal year presented. (6) Non-GAAP operating income growth 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, our non-GAAP operating income growth 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—Base Salary and Cash Bonuses” beginning on page 50.

  94. 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 aligned with our business strategy of consistently 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 40. Fiscal 2026 was a leadership-transition year and resulted in a change in the composition of the PEO and non-PEO NEO groups from prior years. Accordingly, fiscal 2026 changes in CAP are affected by compensation arrangements reflective of these transitions, including the value of promotional performance-based equity grants to Messrs. Magouyrk and Sicilia that are designed to facilitate long-term retention, reinforce accountability for Oracle’s future performance and align a substantial portion of their compensation opportunity with the interests of stockholders. The amounts reported for all of our NEOs include changes in the valuation of unvested equity awards driven by changes in Oracle’s stock price, and do not reflect whether our NEOs have actually realized or will realize an economic benefit from these unvested equity awards.

  95.  Compensation Actually Paid and Total Stockholder Return

     Compensation Actually Paid and Total Stockholder Return The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, our cumulative total stockholder return and our cumulative peer group total stockholder return for fiscal years 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.

  96. Relationship Between Compensation Actually Paid and Total Stockholder Return

    Relationship Between Compensation Actually Paid and Total Stockholder Return

  97.  Compensation Actually Paid and Net Income

     Compensation Actually Paid and Net Income 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 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.

  98. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  99.  Compensation Actually Paid and Non-GAAP Operating Income Growth

     Compensation Actually Paid and Non-GAAP Operating Income Growth The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs and our non-GAAP operating income growth for fiscal years 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.

  100. Relationship Between Compensation Actually Paid and Non-GAAP Operating Income Growth

    Relationship Between Compensation Actually Paid and Non-GAAP Operating Income Growth

  101. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has agreed to be named in this proxy statement and to serve if elected. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board.

  102. Directors

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

  103. Directors

    | Awo Ablo | Lawrence J. Ellison | Charles W. Moorman | | Jeffrey S. Berg | Rona A. Fairhead | Stephen H. Rusckowski | | Michael J. Boskin | Jeffrey O. Henley | Michael D. Sicilia | | Safra A. Catz | Clayton M. Magouyrk | | | Bruce R. Chizen | Tomislav Mihaljevic | |

  104. 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.