Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
Our Section 16 officers and directors (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of Oracle stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the quarter ended November 30, 2023, the following Section 16 officer adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act):
• Jeffrey O. Henley , our Vice Chairman of the Board of Directors , adopted a new trading plan on October 9, 2023 . The plan’s maximum duration is until July 1, 2024, and first trades will not occur until January 8, 2024, at the earliest. The trading plan is intended to permit Mr. Henley to exercise and sell 400,000 stock options expiring on July 24, 2024.
The Rule 10b5-1 trading arrangement described above was adopted and precleared in accordance with Oracle’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.
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Item 6. Exhibits
Exhibit
No.
Incorporated by Reference
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed By
3.02
Amended and Restated Bylaws of Oracle Corporation
8-K
001-35992
3.02
11/17/23
Oracle Corporation
10.18*
Oracle Corporation Amended and Restated 2020 Equity Incentive Plan, as approved on November 15, 2023
8-K
001-35992
10.18
11/17/23
Oracle Corporation
31.01
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer
32.01
Section 1350 Certification of Principal Executive and Financial Officer
101
Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of November 30, 2023 and May 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2023 and 2022, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended November 30, 2023 and 2022, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended November 30, 2023 and 2022, (v) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2023 and 2022 and (vi) Notes to Condensed Consolidated Financial Statements
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2023, formatted in Inline XBRL and included in Exhibit 101
*
Indicates management contract or compensatory plan or arrangement.
Filed herewith.
Furnished herewith.
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Table of Contents
SIGNAT URES
Pursuant to the requirements of the Securities Exchange Act of 1934, Oracle Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORACLE CORPORATION
Date: December 12, 2023
By:
/s/ Safra A. Catz
Safra A. Catz
Chief Executive Officer and Director
(Principal Executive and Financial Officer)
Date: December 12, 2023
By:
/s/ Maria Smith
Maria Smith
Executive Vice President, Chief Accounting Officer
(Principal Accounting Officer)
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.