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 August 31, 2025, the following Section 16 officer adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K under Exchange Act):
• Stuart Levey , our Executive Vice President, Chief Legal Officer , adopted a new trading plan on July 10, 2025 . Mr. Levey’s plan is scheduled to terminate on April 10, 2026 , subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Levey to sell up to 13,615 vested shares and up to 25% of restricted stock units scheduled to vest on future dates (approximately 11,805 gross shares) net of taxes, subject to certain limit prices set forth in the plan.
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 arrangement will be disclosed publicly in future Section 16 filings with the SEC.
39
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
10.17 *
Form of Stock Option Agreement under the Amended and Restated 2020 Equity Incentive Plan for U.S. Employees
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 August 31, 2025 and May 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three months ended August 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended August 31, 2025 and 2024, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2025 and 2024 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 August 31, 2025, formatted in Inline XBRL and included in Exhibit 101
*
Indicates management contract or compensatory plan or arrangement.
Filed herewith.
Furnished herewith.
40
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: September 10, 2025
By:
/s/ Safra A. Catz
Safra A. Catz
Chief Executive Officer and Director
(Principal Executive and Financial Officer)
Date: September 10, 2025
By:
/s/ Maria Smith
Maria Smith
Executive Vice President, Chief Accounting Officer
(Principal Accounting Officer)
41
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.