ORACLE CORP ORCL

42% shingled-prose overlap between the two filings.

2024: 61,046 chars · 2025: 66,090 chars

• Committee Report:56% overlap (465 → 462 chars)
• Pay Ratio (Item 402(u)):58% overlap (1,925 → 1,940 chars)
• Say-on-Pay proposal:20% overlap (1,790 → 2,534 chars)

• changedThis Compensation Discussion and Analysis describes our fiscal 2025 2024executive compensation program for the following named executive officers (NEOs):
• changedFiscal 2025Named 2024NamedExecutive Officers Lawrence J.
• changedEllisonExecutive Chair EllisonChairmanand Chief Technology Officer* Safra A.
• newCatzExecutive Vice Chair and Former Chief Executive Officer** Jeffrey O.
• newHenleyExecutive Vice Chair Stuart LeveyExecutive Vice President, Chief Legal Officer Maria SmithExecutive Vice President, Chief Accounting Officer Edward ScrevenFormer Executive Vice President, Chief Corporate Architect * Although Mr. Ellison is not an NEO for fiscal 2025, we have included his compensation in the presentation of the compensation tables as voluntary disclosure.
• new**Ms. Catz served as our CEO and PFO in fiscal year 2025.
• newOn September 22, 2025, Ms. Catz retired as CEO and PFO, and became Executive Vice Chair of the Board.
• newQuick Reference Guide Executive Summary 38 Eight-Year Performance-Based Stock Options 41 Fiscal 2026 Leadership Transitions 43 Fiscal 2026 Equity Compensation Program 43 Stockholder Engagement and Compensation Committee Responsiveness 43 Elements of our Executive Compensation Program 44 Fiscal 2025 Compensation for our NEOs 45 Fiscal 2025 Pay Outcomes: Pay-for-Performance 45 Objectives of Our Executive Compensation Program 46 Human Capital and Compensation Best Practices 47 Determination of Executive Compensation Amounts for Fiscal 2025 47 Elements of Our Executive Compensation Program 50 Base Salary 50 Annual Cash Bonuses 51 Long-Term Incentive Compensation 51 All Other Compensation 53 Other Factors in Setting Executive Compensation 55 Compensation Recovery (Clawback) Policy 57 Compensation Committee Report 57 Compensation Tables 58
• newFiscal 2025 Executive Compensation Highlights Mr. EllisonandMs.
• newCatz • Modest base salaries for Mr. Ellison and Ms. Catz • The bonus for each under the annual performance-based cash bonus program was reduced from $5,207,393 to $0 by the Compensation Committee notwithstanding actual achievement levels in order to preserve capital in furtherance of the company’s strategic priorities • No new equity awards and five of seven tranches of PSOs vested over the eight-year performance period from fiscal 2018 to 2025 Mr. HenleyMr.
• newLeveyandMs.
• changedSmith • No increase in the base salaries for Mr. Henley, Mr. Levey and Ms. Smith Screvenand each received an annual RSU award • The cash bonuses for Mr. Henley, Mr. Levey and Ms. Smith were reduced to $0 by the Compensation Committee notwithstanding actual achievement levels in order to preserve capital in furtherance Eachof the company’s strategic priorities thesethreeNEOsalsoreceivedacashbonus• The total compensation mix for these NEOs was heavily weighted toward equity-based awards whose values correlate with our stock price, thus aligning their total direct compensation with the interests of our stockholders
• changed38 2025 2024Annual Meeting of Stockholders
• changed2025 2024Individual NEO Considerations in Setting Compensation
• changedFor all NEOs Ø Peer group competitive pay data Ø Input from the Compensation Committee’s independent compensation consultant Ø Assessment of contributions, roles and responsibilities considering the factors enumerated below Mr. Ellison, Executive Chair Chairmanand CTO Ø Invaluable knowledge and experience as Oracle’s Founder, having guided the company for over 45 years Ø Responsibility for business strategy, corporate vision, visionandtechnology innovation and the advancement of Oracle’s cloud transition Ø Balancing objectives of retaining services and providing a meaningful annual compensation package to incentivize continued superior performance and engagement Ø The need to maintain the focus of Mr. Ellison’s visionary drive as Executive Chair Chairmanand CTO, which is distinct from his roles as director and a significant stockholder Ms. Catz, Executive Vice Chair and Former CEO Ø Strength of leadership and as our CEO in fiscal 2025, had responsibility for long-term strategy, corporate operations, culture, and financial performance Ø Leadership in Oracle’s transition from a major license software supplier to a premier cloud infrastructure and full-stack applications provider Ø Oversight and responsibility for the accuracy and integrity of our financial results as our principal financial officer in fiscal 2025 Mr. Henley, Executive Vice Chair ChairmanØ Highly valued contributions to Oracle’s strategic vision, management and operations Ø Instrumental role in regularly meeting with significant Oracle customers and in closing major commercial transactions worldwide Ø Value gained from Mr. Henley’s more than 30 years of experience at Oracle, including his former experience as CFO and service as a trusted advisor to our senior executives Mr. Levey, Chief Legal Officer Ø Scope of oversight for all legal matters at Oracle and managing a large-scale multinational legal team Ø Critical role in setting the strategy for Oracle’s litigation and regulatory matters Ø Oversight of Leadershipina wide range of areas, including compliance and ethics, data protection and privacy, intellectual property and corporate governance Ms. Smith, Chief Accounting Officer Ø Leadership of Oracle’s quarterly accelerated financial reporting, international statutory reporting and managing a large-scale multinational finance team Ø Responsibility for a wide range of areas including revenue operations, procurement operations, finance business transformation using Oracle’s technology, M&A finance integration and sharing Oracle’s experience with customers Mr. Screven, Former Chief Corporate Architect Ø Responsibility for driving technology and architecture decisions across all Oracle products to ensure that product development is consistent with Oracle’s overall long-term strategy Ø Leadership of company-wide strategic initiatives, including with respect to industry standards and cybersecurity
• changed2025 2024Annual Meeting of Stockholders 39
• changedFiscal 2025 2024Performance Highlights Stockholder Returns Ø Total GAAP revenues of $57.4 $53billion, up 8% 6%in USD and 9% in constant currency from fiscal 2024 2023Ø GAAP Cloud services and license support revenues of $44 $39.4billion, up 12% in USD and up11%inconstant currency from fiscal 2024 2023Ø GAAP operating income of $17.7 billion $15.4billion,up17%fromfiscal2023Ø GAAP operating margin of 31% 29%Ø GAAP net income of $12.4 $10.5billion Ø GAAP earnings per share of $4.34 $3.71,up21%fromfiscal2023Ø $5.3 $5.6billion returned to stockholders in fiscal 2025 2024∎ $600 million $1.2billionin repurchases of common stock ∎ $4.7 $4.4billion in dividends paid Ø Under our stock repurchase program, we bought back 2.2 2.4billion shares at an average price of $54.06 $52.92and have reduced our total shares outstanding by 35% 38%from the start of fiscal 2016 2015through the end of fiscal 2025 2024
• changedOracle’s stock was up 130% 63%from the end of fiscal 2022 to the end of fiscal 2025The 2024TheS&P 500 was up 43% 28%for the same three-year twoyearperiod
• changed40 2025 2024Annual Meeting of Stockholders
• changedNo equity awards were granted to Mr. Ellison or Ms. Catz in fiscal 2025. 2024.
• changedConsistent with the long-term nature of our transition toward our cloud business which is –an important part of our long-term success, success–the PSOs granted to each of Mr. Ellison and Ms. Catz were originally intended to represent five years of equity compensation and were granted with the expectation that these NEOs would receive no additional equity awards until fiscal 2022 at the earliest.
• changedThe Compensation Committee also extended its commitment to our stockholders in line with the extension of the PSO performance period and did willnot grant any new equity awards to Mr. Ellison or Ms. Catz during the entirety remainderof the PSOs’ PSO’seight-year performance period.
• changedThe PSOs could canbe earned only upon the attainment of rigorous performance goals over an eight-year performance period running from fiscal 2018 through fiscal 2025.
• newThe Compensation Committee has certified that the following goals were achieved by the end of the performance period:
• changed• the operational goal of attaining $10 billion in non-GAAP total SaaS revenues in a fiscal year; and
• changed• the operational goal of maintaining non-GAAP PaaS/IaaS gross margins of at least 30% for three of the eight fiscal years; years.
• new• the operational goal of attaining $20 billion in non-GAAP total cloud revenues in a fiscal year; and
• new• the operational goal of attaining $10 billion in non-GAAP total PaaS and IaaS revenues in a fiscal year.
• changed2025 2024Annual Meeting of Stockholders 41
• newFive of the seven tranches earned from fiscal 2018 through fiscal 2025.
• changed42 2025 2024Annual Meeting of Stockholders
• newFiscal 2026 Leadership Transitions In September 2025, consistent with Oracle’s succession plan, Ms. Catz retired from her position as CEO and was appointed Executive Vice Chair of the Board, and the Board appointed Mr. Magouyrk and Mr. Sicilia as CEOs of Oracle to succeed Ms. Catz.
• newThe Board also appointed Douglas Kehring, previously Executive Vice President, Operations, as Executive Vice President, Principal Financial Officer, to succeed Ms. Catz as Oracle’s PFO.
• newIn her role as Executive Vice Chair, Ms. Catz will continue to help oversee Oracle’s strategic direction.
• newMr. Magouyrk, previously President, OCI, joined Oracle in 2014 from Amazon Web Services.
• newAs a founding member of Oracle’s cloud engineering team, he has overseen the design, implementation and business success of Gen2 of OCI.
• newUnder his leadership, OCI has achieved unprecedented growth and has become the go-to platform for AI training and inference.
• newMr. Sicilia, previously President, Industries, brings deep expertise in vertical applications and applied AI.
• newMr. Sicilia joined Oracle through the acquisition of Primavera Systems and has led the use of intent based application generation to replace traditional coding for building Oracle applications and the introduction of new AI cloud applications that deliver comprehensive, end-to-end solutions to both regulated and traditional industries.
• changedFiscal 2026 Equity Compensation Program The most significant feedback from our stockholders on our executive compensation program related to fiscal 2026 performance-basedequity awards to be granted to our NEOs. Mr.EllisonandMs.Catz.
• changedStockholders shared a broad diverserange of viewpoints on how the next equity program should be structured, with some preferring long performance periods and others requesting two-to-three-year twotothreeyearperformance periods, as well as suggesting a mix of performance-based and time-based equity awards. periods.
• newIn September 2025, the Compensation Committee awarded stock option grants in connection with the promotion of Mr. Magouyrk and Mr. Sicilia to the positions of CEO.
• newMr. Magouyrk received a grant of stock options to purchase $250 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs.
• newMr. Sicilia received a grant of stock options to purchase $100 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs.
• newFor both Mr. Magouyrk and Mr. Sicilia, the time-based stock options will vest over a four-year period subject to continued service and the PSOs will vest over a three-year performance period ending May 31, 2028, subject to the achievement of certain revenue metrics, in each case pursuant to the terms of the 2020 Equity Plan.
• newThe Compensation Committee continues to refine and discuss the elements of the fiscal 2026 equity program for the remaining NEOs and is committed to thoughtfully incorporating the feedback received from stockholders into the design of the new program.
• changedStockholder Engagement and Compensation Committee Responsiveness The Compensation Committee actively solicits the views of our principal unaffiliated stockholders on executive compensation matters.
• changedOn an annual basis, allofthemembers of the Compensation Committee hold meetings with our unaffiliated stockholders to actively understand what actions the Compensation Committee and the Board may take to address stockholders’ concerns regarding executive compensation and other corporate governance matters.
• changedStockholders approved our advisory say-on-pay proposal at our 2024 2023Annual Meeting with 78% 73%of the votes cast voting in favor of the compensation of our NEOs.
• changedThis result represents ongoing year-over-year improvements, and our Board remains committed to understanding stockholder views and looks forward to continuing these productive conversations with stockholders. toincreaselevelsofsupportinthefuture.
• changedThus far in fiscal 2026, 2025,we have reached out to nine eightlarge institutional stockholders to set up a meeting with members of the Compensation Committee. Committee,andthefullCompensationCommitteeheldvideoconferencemeetingswithfourlargeinstitutionalstockholders.
• changedFor a detailed summary of the Board’s response to key feedback received from stockholders, see the table on page 6. 5.
• changed2025 2024Annual Meeting of Stockholders 43
• changedCompensation Element Designed to Reward Relationship to Business Objectives At-Risk Base Salary (pages 50 and 51) •Experience, Salary(page46)•Experience,knowledge of the industry, duties and scope of responsibility •Provide •Providea minimum, fixed level of cash compensation to attract and retain talented NEOs who can successfully design and execute our business strategy Annual Cash Bonus (page 51) •Success (pages46and47)•Successin achieving annual financial results •Motivate •Motivateand reward our NEOs for achieving or exceeding annual financial performance goals •Share •Shareincremental profits earned by Oracle with our NEOs Long-Term Incentive Compensation (pages 51 and 52) •Success (page48)•Successin achieving sustainable long-term results •Align •Alignour NEOs’ interests with long-term stockholder interests to increase overall stockholder value •Motivate •Motivateand reward our NEOs for achieving sustainable long-term results •Attract •Attractand retain talented NEOs in a competitive market for talent
• changedSee “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program” beginning on pages 50 and 51 page46for a discussion of each of these principal elements.
• changedFiscal 2025 2024Compensation for Mr. Ellison and Ms. Catz
• changedWe believe the fiscal 2025 2024compensation of Mr. Ellison and Ms. Catz addresses the feedback received from our stockholders.
• changedMr. Ellison and Ms. Catz were awarded no new equity awards in fiscal 2025, 2024,and we believe their overall compensation is aligned with the long-term interests of our stockholders.
• changedIn fiscal 2025, 2024,the principal elements of compensation for each of Mr. Ellison and Ms. Catz were as follows:
• new• Annual Performance-Based Cash Bonus: For each of Mr. Ellison and Ms. Catz, the annual performance-based cash bonuses were reduced from $5,207,393 to $0 by the Compensation Committee notwithstanding actual achievement levels in order to allocate the funds to grow the company in furtherance of the company’s strategic priorities
• changed– No new equity awards were granted in fiscal 2025 2024because the PSOs granted in fiscal 2018 (and extended in fiscal 2022) were areintended to represent eight years of equity compensation
• changedØ Oracle’s average stock price was $80 or more for 30 calendar days ending in June 2021, thereby satisfying the PSO stock price goal, and 2,500,000 PSOs (representing the first tranche of PSOs) vested for each of Mr. Ellison and Ms. Catz on June 30, 2021
• changed44 2025 2024Annual Meeting of Stockholders
• changedHowever, due to the rigor and long-term nature of the PSO goals, only four twoof the matching operational performance goals were havebeensatisfied as of the end of fiscal 2025. todate
• newAs a result, five of the seven tranches of the PSOs vested over the eight-year performance period
• new¡ The Compensation Committee certified that the operational performance goal of attaining $20 billion in non-GAAP total cloud revenues in a fiscal year was satisfied in fiscal 2025 and 2,500,000 PSOs (representing the fourth tranche of PSOs) vested for each of Mr. Ellison and Ms. Catz on June 24, 2025
• new¡ The Compensation Committee certified that the operational performance goal of attaining $10 billion in non-GAAP total PaaS and IaaS revenues in a fiscal year was satisfied in fiscal 2025 and 2,500,000 PSOs (representing the fifth tranche of PSOs) vested for each of Mr. Ellison and Ms. Catz on June 24, 2025
• changedFiscal 2025 2024Compensation for All Other NEOs
• changedThe principal elements of fiscal 2025 compensation for Mr. Henley, Mr. Levey, Ms. Smith Leveyand Mr. Screven were a base salary, a cash bonus opportunity and an RSU award, as described in further detail beginning on page 50. 46.
• newIn the aggregate, approximately 94% of the fiscal 2025 total direct compensation (as reported in the SCT on page 58) for Mr. Henley, Mr. Levey, Ms. Smith and Mr. Screven was equity-based and at-risk.
• changedFiscal 2025 2024Pay Outcomes: Pay-for-Performance
• changedA significant portion of the compensation amountsour NEOs ultimately realize is arecontingent on the achievement of our primary business objectives and the creation of short-term and long-term value for our stockholders.
• changedThe table below summarizes the fiscal 2025 2024outcomes for our NEOs’ performance-based compensation.
• changedDetails regarding the material elements of the PSOs and cash bonus awards can be found on pages 41, 42 38,39,46,and 52. 47.
• changed2025 2024Annual Meeting of Stockholders 45
• changedPay Element NEO Fiscal 2025 2024Outcome PSOs •Lawrence •LawrenceJ.
• newEllison•Safra A.
• newCatz •Two additional matching operational performance goals of the PSOs were satisfied in fiscal 2025.
• newBecause only four of the six operational performance goals required to match the market capitalization goals were achieved, only five out of seven tranches of the PSOs vested over the eight-year performance period –Fourth and fifth tranches (2/7th) of the PSOs vested on June 24, 2025 AnnualCashBonus •All NEOs •The annual cash bonuses, if any, payable to Ms. Catz and Messrs.
• changedEllison, Henley and Screven are based solely on financial performance tied to growth in non-GAAP operating income. incomeandwereallpaidat106%ofthetargetamount–LawrenceJ.

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