ORACLE CORP 10-Q

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, 2024, 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): • Safra Catz , our Chief Executive Officer and Director , adopted a new trading plan on September 25, 2024 . The plan’s maximum duration is until July 20, 2025, and first trades will not occur until January 2, 2025, at the earliest. The trading plan is intended to permit Ms. Catz to exercise and sell the following performance stock options (PSOs) granted on July 20, 2017 and set to expire on July 20, 2025 : (i) 7,500,000 currently vested PSOs; and (ii) any PSOs that vest in the future based on fiscal year 2025 performance. 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. 41 Table of Contents Item 6. Exhibits Exhibit No. Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date Filed By 3.01 Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation 8-K 12G3 000-51788 3.1 2/6/06 Oracle Corporation 3.02 Amended and Restated Bylaws of Oracle Corporation 8-K 001-35992 3.02 11/17/23 Oracle Corporation 4.01 Forms of 4.200% Notes due 2029, 4.700% Notes due 2034, 5.375% Notes due 2054 and 5.500% Notes due 2064, together with an Officers' Certificate issued September 27, 2024 setting forth the terms of the Notes 8-K 001-35992 4.1 9/27/24 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, 2024 and May 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended November 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended November 30, 2024 and 2023, (v) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2024 and 2023 and (vi) Notes to Condensed Consolidated Financial Statements 42 Table of Contents Exhibit No. Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date Filed By 104‡ The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, formatted in Inline XBRL and included in Exhibit 101 ‡ Filed herewith. † Furnished herewith. 43 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 10, 2024 By: /s/ Safra A. Catz Safra A. Catz Chief Executive Officer and Director (Principal Executive and Financial Officer) Date: December 10, 2024 By: /s/ Maria Smith Maria Smith Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) 44