Item 5. Other Information
Item 5. Other Information
The material set forth in Note 12 (pertaining to the Revolving Credit Agreement and commercial paper program) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
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, 2026, the following Section 16 officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K under Exchange Act):
• Michael Sicilia , our Chief Executive Officer and Director , adopted a new trading plan on December 24, 2025 . Mr. Sicilia’s plan is scheduled to terminate on October 9, 2026 , subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Sicilia to sell up to 40% of restricted stock units scheduled to vest on future dates (approximately 161,886 gross shares) net of taxes, subject to certain limit prices set forth in the plan;
• Jeffrey O. Henley , our Executive Vice Chair of the Board of Directors , adopted a new trading plan on January 2, 2026 . Mr. Henley’s plan is scheduled to terminate on June 30, 2026 , subject to early termination for certain specified events set forth in the plan. The trading plan is intended to permit Mr. Henley to exercise and sell up to 400,000 Oracle stock options expiring on June 30, 2026; and
• Stuart Levey , our Executive Vice President, Chief Legal Officer , adopted a new trading plan on January 13, 2026 . Mr. Levey’s plan is scheduled to terminate on October 15, 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 15,000 vested shares, 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.
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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
3.03
Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective February 5, 2026
8-K
001-35992
3.1
2/5/26
Oracle Corporation
4.01
Form of Certificate for the 6.50% Series D Mandatory Convertible Preferred Stock
8-K
001-35992
4.1
2/5/26
Oracle Corporation
4.02
Deposit Agreement, dated as of February 5, 2026, by and among Oracle Corporation, Equiniti Trust Company, LLC, acting as depositary, and the holders from time to time of the depositary receipts described therein
8-K
001-35992
4.2
2/5/26
Oracle Corporation
4.03
Form of Depositary Receipt for the Depositary Shares
8-K
001-35992
4.3
2/5/26
Oracle Corporation
4.04
Forms of Floating Rate Notes due 2029, 4.550% Notes due 2029, 4.950% Notes due 2031, 5.350% Notes due 2033, 5.700% Notes due 2036, 6.550% Notes due 2046, 6.700% Notes due 2056 and 6.850% Notes due 2066, together with an Officers’ Certificate issued February 4, 2026 setting forth the terms of the Notes
8-K
001-35992
4.1
2/4/26
Oracle Corporation
10.17 *
$10,000,000,000 5-Year Revolving Credit Agreement dated as of March 6, 2026 among Oracle Corporation and the lenders and agents named therein
31.01
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.02
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.03
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.01
Section 1350 Certification of Principal Executive Officers and Principal Financial Officer
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Table of Contents
Exhibit
No.
Incorporated by Reference
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed By
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, 2026 and May 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended February 28, 2026 and 2025, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended February 28, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2026 and 2025 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 February 28, 2026, formatted in Inline XBRL and included in Exhibit 101
Filed herewith.
Furnished herewith.
*
Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request.
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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, 2026
By:
/s/ D ouglas Kehring
Douglas Kehring
Executive Vice President, Principal Financial Officer
(Principal Financial Officer)
Date: March 11, 2026
By:
/s/ Maria Smith
Maria Smith
Executive Vice President, Chief Accounting Officer
(Principal Accounting Officer)
48
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.