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 February 28, 2025, 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 December 31, 2024 . Mr. Henley’s plan is scheduled to terminate on July 2, 2025 , subject to early termination for certain specified events set forth therein. The trading plan is intended to permit Mr. Henley to exercise and sell 400,000 stock options expiring on July 2, 2025 .
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
3.01
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 Floating Rate Notes due 2028, 4.800% Notes due 2028, 5.250% Notes due 2032, 5.500% Notes due 2035, 6.000% Notes due 2055 and 6.125% Notes due 2065, together with an Officers' Certificate issued February 3, 2025 setting forth the terms of the Notes
8-K
001-35992
4.1
2/3/25
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 February 28, 2025 and May 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2025 and February 29, 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended February 28, 2025 and February 29, 2024, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended February 28, 2025 and February 29, 2024, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2025 and February 29, 2024 and (vi) Notes to Condensed Consolidated Financial Statements
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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 February 28, 2025, formatted in Inline XBRL and included in Exhibit 101
Filed herewith.
Furnished herewith.
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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: March 11, 2025
By:
/s/ Safra A. Catz
Safra A. Catz
Chief Executive Officer and Director
(Principal Executive and Financial Officer)
Date: March 11, 2025
By:
/s/ Maria Smith
Maria Smith
Executive Vice President, Chief Accounting Officer
(Principal Accounting Officer)
45
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.