AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Oracle-specific support dependence and widespread support attachment, corroborated by persistent support revenue, establish a bounded switching-cost advantage. Replacement difficulty and relative competitive strength are not quantified.
durability · 2/4 · Three fiscal years of stable support revenue demonstrate persistence. Cloud substitution and support alternatives leave longer-term durability mixed rather than exceptional.
customer dependency · 3/4 · Disclosed technical-support dependence and widespread attachment, supported by a recurring support revenue base, demonstrate substantial customer reliance. Dependency is strongest for installed software; migration costs remain undisclosed.
erosion resilience · 2/4 · Support revenue remained resilient while cloud revenue expanded. Competitive discounts, support alternatives and cloud transitions remain credible erosion channels, but the risk passages do not demonstrate realized widespread displacement.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Support fees are linked to license fees and license selling prices vary widely, but the passages do not identify observed price movements or separate price from volume and mix. Competitive discount risks are not evidence of realized price cuts.
retention · 3/4 · Stable fiscal 2024–2026 support revenue, widespread attachment and support dependence provide strong indirect evidence of repeat demand. This is not a measured renewal rate or evidence that every cloud customer is retained.
margin resilience · 2/4 · Quarterly operating income increased faster than revenue, but combined cloud and software delivery expenses increased faster than their combined revenue. Lower amortization and restructuring expenses also supported operating income, making underlying pricing-related resilience mixed.
contractual freedom · 2/4 · Widely varying observed license prices and support fees tied to negotiated license fees demonstrate some pricing latitude. Competitive alternatives constrain terms, and the passages do not establish unilateral repricing rights or unrestricted renewal increases.
Predictability65
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 5.23
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 20.57
Financial strength16
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 4.64
- interestCoverageGrade
- 31.64
- currentRatioGrade
- 29.20
- Net debt / operating income (x)
- 4.77
- Interest coverage (x)
- 4.48
- Current ratio (x)
- 1.12
Capital allocation50
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 17.98
- 3-year average dilution (%)
- 1.99
- 3-year average SBC / revenue (%)
- 7.60
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual cloud growth, backlog and prepayments support investment demand. However, fiscal 2026 capital expenditures exceeded operating cash flow, followed by heavy quarterly spending and substantial equity issuance. Additional commitments and mismatched lease/customer terms increase exposure; realized returns on the expansion remain unproven.
incentive alignment · 2/4 · Disclosed substantial executive ownership and granted options with multiyear vesting establish economic alignment. Large predominantly time-based CEO grants, a revenue-based performance metric that does not directly test capital returns, and 413 million pledged shares make the overall evidence mixed. Future performance vesting is not assumed.
execution · 3/4 · Multiyear cloud growth, further quarterly revenue and operating-income growth, and significant contracted demand demonstrate commercial execution. This assessment uses operating results rather than management reputation; backlog conversion and returns on new infrastructure remain unfinished.
governance · 2/4 · Disclosed independent committees, a majority-independent board, annual elections, stockholder rights and actual non-employee executive sessions support functioning oversight. Ellison's 38.2% beneficial ownership and substantial pledged shares create concentrated influence and financial exposure. These disclosures establish mixed governance, not exceptional oversight effectiveness.
Evidence
Our customers depend on our support organization to resolve technical issues related to our applications and infrastructure offerings.
Risk Factors—customer dependence on technical support · Filed 22/06/2026
Our software licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase software support contracts at the time of a software license purchase.
Note 1—software support attachment at license purchase · Filed 22/06/2026
The following table presents a summary of our total revenues by geographic region, which are generally based on the location of our customers: Year Ended May 31, (in millions) 2026 2025 2024 Americas $ 44,478 $ 36,339 $ 33,122 EMEA(1) 15,297 14,025 13,030 Asia Pacific 7,582 7,035 6,809 Total revenues $ 67,357 $ 57,399 $ 52,961 (1) Comprises Europe, the Middle East and Africa The following table presents our software revenues by offerings: Year Ended May 31, (in millions) 2026 2025 2024 Software license $ 4,737 $ 5,201 $ 5,081 Software support 19,804 19,523 19,609 Total software revenues $ 24,541 $ 24,724 $ 24,690 The following table presents our cloud revenues by offerings: Year Ended May 31, (in millions) 2026 2025 2024 Cloud applications $ 15,888 $ 14,272 $ 12,934 Cloud infrastructure 18,101 10,234 6,840 Total cloud revenues $ 33,989 $ 24,506 $ 19,774 102 Table of Contents Geographic Information Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2026, 2025 or 2024: As of and for the Year Ended May 31, 2026 2025 2024 (in millions) Revenues Long-Lived Assets(1) Revenues Long-Lived Assets(1) Revenues Long-Lived Assets(1) U.S.
Disaggregation of Revenues—fiscal 2024–2026 software support and cloud revenues · Filed 22/06/2026
Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings.
Risk Factors—lower-priced competing support · Filed 22/06/2026
If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings or offer other terms that are less favorable to us to compete successfully.
Risk Factors—competitive discounts and less favorable pricing or terms · Filed 22/06/2026
Any failure to maintain high-quality technical support, or even the perception that our support is insufficient, could adversely affect our reputation, negatively impact our relationships with our customers, hinder our ability to sell and renew our applications and infrastructure offerings to existing and prospective customers, and negatively impact our business, operating results and financial position.
Risk Factors—support quality and renewals · Filed 22/06/2026
In addition, we may not be able to accurately anticipate customer transitions from, or be able to sufficiently backfill reduced customer demand for, our software, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud, which could adversely affect our revenues and profitability.
Risk Factors—customer transitions from software, hardware and support to cloud · Filed 22/06/2026
In certain OCI offerings, we are more concentrated among a number of large customers, which could increase these risks.
Risk Factors—large-customer concentration in certain OCI offerings · Filed 22/06/2026
Software support contracts are generally priced as a percentage of the net fees paid by the customer to access the license.
Note 1—software support pricing relative to license fees · Filed 22/06/2026
We are unable to establish the SSP for our software licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence.
Note 1—observed variability in software license selling prices · Filed 22/06/2026
1 Table of Contents ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended August 31, 2026 and 2025 (Unaudited) Three Months Ended August 31, (in millions, except per share data) 2026 2025 Revenues: Cloud $ 11,607 $ 7,186 Software 5,550 5,721 Hardware 774 670 Services 1,414 1,349 Total revenues 19,345 14,926 Operating expenses: Cloud and software(1) 6,400 3,607 Hardware(1) 281 178 Services(1) 1,052 1,099 Sales and marketing 1,811 2,063 Research and development 2,401 2,491 General and administrative 376 376 Amortization of intangible assets 202 420 Restructuring and other 94 415 Total operating expenses 12,617 10,649 Operating income 6,728 4,277 Interest expense (1,428 ) (923 ) Non-operating income, net 307 73 Income before income taxes 5,607 3,427 Provision for income taxes 847 500 Net income $ 4,760 $ 2,927 Preferred stock dividends 81 — Net income available to common shareholders $ 4,679 $ 2,927 Earnings per share attributable to common shareholders: Basic $ 1.58 $ 1.04 Diluted $ 1.56 $ 1.01 Weighted average common shares outstanding: Basic 2,966 2,826 Diluted 3,000 2,909 (1) Exclusive of amortization of intangible assets, which is shown separately.
Condensed Consolidated Statements of Operations—quarter ended August 31, 2026 and comparative quarter · Filed 11/09/2026
Remaining Performance Obligations from Contracts with Customers Remaining performance obligations were $664 billion and $455 billion as of August 31, 2026 and 2025, respectively.
Remaining Performance Obligations—August 31, 2026 and 2025 · Filed 11/09/2026
The increase in remaining performance obligations as of August 31, 2026 in comparison to August 31, 2025 was primarily attributable to certain significant cloud contracts that were entered into during the period.
Remaining Performance Obligations—significant cloud contracts · Filed 11/09/2026
The increase in cash, cash equivalents and marketable securities as of August 31, 2026 in comparison to May 31, 2026 was primarily due to $23.1 billion of cash inflows from our operations, which includes $11.4 billion of customer prepayments with a significant financing component; and $19.9 billion of cash proceeds from the issuance of common stock via the ATM Program, net of issuance costs, partially offset by $28.5 billion of cash used for capital expenditures; $3.1 billion of cash used for scheduled repayments of debt; $2.6 billion of restricted cash that was reclassed to prepaid expenses and other current assets; $1.6 billion of cash used to pay dividends to our common and preferred stockholders; $1.1 billion of cash used for repayment of commercial paper; $830 million of cash outflows for short-term financing related to capital expenditures, net; and $242 million of cash outflows for other financing activities, net, in each case during the first quarter of fiscal 2027.
Liquidity and Capital Resources—operating cash flow, prepayments, equity issuance and capital spending · Filed 11/09/2026
67 Table of Contents ORACLE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended May 31, 2026, 2025 and 2024 Year Ended May 31, (in millions) 2026 2025 2024 Cash flows from operating activities: Net income $ 17,087 $ 12,443 $ 10,467 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 7,623 3,867 3,129 Amortization of intangible assets 1,671 2,307 3,010 Deferred income taxes (917 ) (1,637 ) (2,139 ) Stock-based compensation 4,811 4,674 3,974 Gains from investments and other, net (2,433 ) 667 720 Changes in operating assets and liabilities: Increase in trade receivables, net (2,190 ) (653 ) (965 ) Decrease in prepaid expenses and other assets 2,179 266 542 Decrease in accounts payable and other liabilities (240 ) (608 ) (594 ) Decrease in income taxes payable (256 ) (659 ) (127 ) Increase in deferred revenues from customer prepayments with significant financing component 4,592 — — Increase in other deferred revenues 50 154 656 Net cash provided by operating activities 31,977 20,821 18,673 Cash flows from investing activities: Purchases of marketable securities and other investments and acquisitions (2,039 ) (1,272 ) (1,066 ) Proceeds from sales and maturities of marketable securities and other investments 5,848 776 572 Capital expenditures (55,663 ) (21,215 ) (6,866 ) Net cash used for investing activities (51,854 ) (21,711 ) (7,360 ) Cash flows from financing activities: Proceeds from issuances of common stock 1,449 653 742 Payments for repurchases of common stock (95 ) (600 ) (1,202 ) Shares repurchased for tax withholdings upon vesting of restricted stock-based awards (111 ) (900 ) (2,040 ) Proceeds from issuances of mandatory convertible preferred stock, net of issuance costs 4,954 — — Payments of dividends to stockholders (5,787 ) (4,743 ) (4,391 ) (Repayments of) proceeds from issuances of commercial paper, net (2,285 ) 1,889 (167 ) Proceeds from short-term financing related to capital expenditures, net 3,345 1,422 — Proceeds from issuances of senior notes, term loan credit agreements and other borrowings, net of issuance costs 46,093 19,548 — Repayments of senior notes, term loan credit agreements and other borrowings (6,942 ) (15,841 ) (3,500 ) Other financing activities, net (337 ) (330 ) 4 Net cash provided by (used for) financing activities 40,284 1,098 (10,554 ) Effect of exchange rate changes on cash and cash equivalents 96 124 (70 ) Net increase in cash and cash equivalents 20,503 332 689 Cash and cash equivalents at beginning of period 10,786 10,454 9,765 Cash and cash equivalents at end of period $ 31,289 $ 10,786 $ 10,454 Non-cash investing activities: Unpaid capital expenditures $ 5,279 $ 2,970 $ 1,637 Supplemental schedule of cash flow data: Cash paid for income taxes $ 3,704 $ 4,020 $ 3,560 Cash paid for interest $ 3,896 $ 3,374 $ 3,655 See notes to consolidated financial statements.
Consolidated Statements of Cash Flows—fiscal 2024–2026 · Filed 22/06/2026
Subsequent to May 31, 2026, we entered into an additional $19 billion of unconditional purchase commitments for cloud infrastructure assets that commence in fiscal 2027 and have a term of five years.
Commitments—additional five-year cloud infrastructure purchase commitments after May 31, 2026 · Filed 22/06/2026
In addition, the terms, renewal options and pricing adjustments in our long-term data center leases typically do not align with the duration and pricing of customer contracts, and if customers do not renew their contracts, we may be unable to re-lease, repurpose or assign such capacity on acceptable terms, if at all.
Risk Factors—data center lease terms versus customer contract duration and pricing · Filed 22/06/2026
3 Table of Contents ORACLE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Three Months Ended August 31, 2026 and 2025 (Unaudited) Three Months Ended August 31, (in millions, except per share data) 2026 2025 Preferred stock and additional paid in capital Balance, beginning and end of period $ 4,954 $ — Common stock and additional paid in capital Balance, beginning of period $ 43,243 $ 37,107 Common stock issued via at-the-market program 19,909 — Net share issuances from employee stock programs 41 1,153 Stock-based compensation 1,127 1,124 Repurchases of common stock — (6 ) Other, net (1 ) — Balance, end of period $ 64,319 $ 39,378 Accumulated deficit Balance, beginning of period $ (4,309 ) $ (15,481 ) Repurchases of common stock — (87 ) Preferred stock dividends (81 ) — Common stock dividends (1,484 ) (1,413 ) Net income 4,760 2,927 Balance, end of period $ (1,114 ) $ (14,054 ) Other stockholders’ equity, net Balance, beginning of period $ (832 ) $ (657 ) Other, net (131 ) (1 ) Balance, end of period $ (963 ) $ (658 ) Total stockholders’ equity $ 67,196 $ 24,666 Preferred stock dividends declared per share $ 1,625 $ — Common stock dividends declared per share $ 0.50 $ 0.50 See notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Stockholders' Equity—ATM issuance and stock-based compensation · Filed 11/09/2026
Ellison (2) 1,158,375,174 38.2% Awo Ablo 13,487 * Jeffrey S.
Security Ownership—Ellison beneficial ownership as of September 21, 2026 · Filed 25/09/2026
(2) Includes 142,821 shares subject to stock options exercisable within 60 days of the record date and 413,000,000 shares pledged as collateral to secure certain personal indebtedness, including various lines of credit.
Security Ownership—shares pledged against personal indebtedness · Filed 25/09/2026
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.
Fiscal 2026 Equity Awards—Magouyrk option grants and vesting terms · Filed 25/09/2026
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.
Fiscal 2026 Equity Awards—Sicilia and Maxson grants and vesting terms · Filed 25/09/2026
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.
Fiscal 2026 PSOs—fiscal 2028 non-GAAP revenue performance metric · Filed 25/09/2026
2026 Annual Meeting of Stockholders 3 Table of Contents Corporate Governance Highlights Board of Directors* Stockholder Rights and Engagement Good Governance Practices Ongoing Board refreshment: two new independent directors added in fiscal 2026 and four independent directors retired or did not stand for re-election over the last two fiscal years Separate roles for Board Chair and Chief Executive Officers (CEOs) Lead independent director Majority of independent directors 100% independent Board committees Annual director elections Directors with a broad range of experiences and perspectives Annual Board and committee performance evaluations, including individual director interviews Single class of voting stock No supermajority voting provisions Stockholder proxy access Stockholder right to call a special meeting (20%) Stockholder right to act by written consent Active stockholder outreach and engagement program Robust director and senior officer stock ownership guidelines Robust compensation recovery (clawback) policy Anti-hedging policy applicable to all employees and directors Anti-pledging policy applicable to all employees and directors except Mr.
Corporate Governance Highlights—board independence, stockholder rights and policies as of September 25, 2026 · Filed 25/09/2026
The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2026.
Corporate Governance—non-employee director executive sessions held in fiscal 2026 · Filed 25/09/2026
Amortization of intangible assets decreased by $218 million in reported currency in the first quarter of fiscal 2027, relative to the first quarter of fiscal 2026, due to a reduction in expenses associated with certain of our intangible assets that became fully amortized.
Operating expenses—reduction in intangible amortization · Filed 11/09/2026
Restructuring and other expenses decreased by $321 million in reported currency in the first quarter of fiscal 2027, relative to the first quarter of fiscal 2026, due to a $237 million decrease in restructuring expenses and an $84 million decrease in other operating expenses, net, which was primarily related to insurance receipts related to a legal matter, in each case in the first quarter of fiscal 2027 relative to the first quarter of fiscal 2026.
Operating expenses—lower restructuring and other expenses · Filed 11/09/2026
