Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following tables and related disclosures have been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation

S-K

under the Exchange Act and do not necessarily reflect the economic benefit actually realized by our NEOs or the method by which the Compensation Committee makes compensation determinations. For a discussion of our executive compensation program and the Compensation Committee’s decision-making process in determining and approving our NEOs’ compensation, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 38.

Pay Versus Performance Table




Year	SCT Total for PEO ($) (1)		Compensation Actually Paid (CAP) to PEO ($) (2)		Average SCT Total for Non- PEO NEOs ($) (1)		Average CAP to Non-PEO NEOs ($) (3)		Value of Initial Fixed $100 Investment Based On:		Net Income ($) (millions)	Non-GAAP Operating Income Growth ($) (6) (millions)
Year	SCT Total for PEO ($) (1)		Compensation Actually Paid (CAP) to PEO ($) (2)		Average SCT Total for Non- PEO NEOs ($) (1)		Average CAP to Non-PEO NEOs ($) (3)		Total Shareholder Return (TSR) ($) (4)	Peer Group TSR ($) (5)	Net Income ($) (millions)	Non-GAAP Operating Income Growth ($) (6) (millions)

2025		1,113,417		461,805,673		11,329,031		106,537,403	231.50	172.38	12,443	1,978

2024		6,464,234		94,264,234		13,191,706		38,148,634	132.03	136.76	10,467	2,153

2023		5,250,680		304,050,680		12,487,762		96,299,855	106.80	68.89	8,503	1,309

2022		138,192,032		139,242,032		58,544,998		56,911,587	37.95	42.02	6,717	593

2021		10,631,223		40,389,348		12,161,232		31,342,646	48.84	48.00	13,746	1,618

(1)

For fiscal years 2025, 2024, 2023, 2022 and 2021, Safra A. Catz served as our principal executive officer (PEO). Our

non-PEO

NEOs for fiscal years 2022 and 2021 were Lawrence J. Ellison, Edward Screven and Dorian E. Daley. Our non-PEO NEOs for fiscal years 2025, 2024 and 2023 were Jeffrey O. Henley, Stuart Levey and Edward Screven. Maria Smith was a

non-PEO

NEO for fiscal year 2025. In addition, although Mr. Ellison was not an NEO for fiscal year 2025, 2024 or 2023 under applicable SEC rules, we have voluntarily included him as a

non-PEO

NEO for each of such years.

(2)

The amounts reported in this column represent the amount of “compensation actually paid” (CAP) to Ms. Catz computed in accordance with Item 402(v) of Regulation

S-K

and do not reflect the actual amount of compensation earned by or paid to Ms. Catz during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Ms. Catz’s total compensation for each year to determine the CAP:




Year	SCT Total for PEO ($)		Deduction of Equity Amounts Reported in SCT ($)		Fair Value for Unvested Awards Granted in the Covered Year ($)		Fair Value for Vested Awards Granted in the Covered Year ($)		Change in Fair Value of Outstanding Unvested Awards from Prior Years ($)			Change in Fair Value of Awards from Prior Years that Vested in the Covered Year ($)		CAP to PEO ($)

2025		1,113,417		—		—		—		404,300,134	(a)		56,392,122		461,805,673

2024		6,464,234		—		—		—		54,300,000	(b)		33,500,000		94,264,234

2023		5,250,680		—		—		—		298,800,000	(c)		—		304,050,680

2022		138,192,032		(129,275,000)		—		—		123,300,000			7,025,000		139,242,032

2021		10,631,223		—		—		—		29,325,000			433,125		40,389,348

(a)

This amount includes the change in the fair value of 2,500,000 PSOs (representing the fourth tranche of PSOs) and 2,500,000 PSOs (representing the fifth tranche of PSOs) which were earned in fiscal 2025 and vested in fiscal 2026 on June 24, 2025.

(b)

This amount includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024.

(c)

This amount includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023.

(3)

The amounts reported in this column represent the average amount of CAP to the

non-PEO

NEOs as a group, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the

non-PEO

NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to the average total compensation for the

non-PEO

NEOs for each year to determine the CAP:


Year	Average SCT Total for non-PEO NEOs ($)		Deduction of Average Equity Amounts Reported in SCT ($)		Average Fair Value for Unvested Awards Granted in the Covered Year ($)		Average Fair Value for Vested Awards Granted in the Covered Year ($)	Change in Average Fair Value of Outstanding Unvested Awards from Prior Years ($)			Change in Average Fair Value of Awards from Prior Years that Vested in the Covered Year ($)		Deduction of Awards from Prior Years Forfeited in the Covered Year ($)	Average CAP to non-PEO NEOs ($)

2025		11,329,031		(9,581,943)		7,831,535	—		86,045,938	(a)		14,409,251	(3,496,409)		106,537,403

2024		13,191,706		(9,438,478)		9,932,357	—		15,424,691	(b)		9,038,358	—		38,148,634

2023		12,487,762		(9,341,022)		14,522,834	—		78,125,625	(c)		504,656	—		96,299,855

2022		58,544,998		(53,190,333)		8,279,833	—		39,812,596			3,464,493	—		56,911,587

2021		12,161,232		(6,701,250)		9,715,000	—		15,523,575			644,089	—		31,342,646

(a)

This calculation includes the change in the fair value of 2,500,000 PSOs (representing the fourth tranche of PSOs) and 2,500,000 PSOs (representing the fifth tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2025 and vested in fiscal 2026 on June 24, 2025.

(b)

This calculation includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024.

(c)

This calculation includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023.

(4)	The amounts reported in this column reflect the cumulative total stockholder return on our common stock for each of the last four fiscal years ended May 31, 2025, assuming an investment of $100 on May 31, 2020, and the reinvestment of any dividends.

(5)

The peer group used in this disclosure, the Dow Jones U.S. Technology Total Return Index, is the same peer group used in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form

10-K

for the fiscal year ended May 31, 2025. The amounts reported in this column reflect the cumulative total return of the Dow Jones U.S. Technology Total Return Index for each of the last five fiscal years ended May 31, 2025, assuming an investment of $100 on May 31, 2020.

(6)

Non-GAAP

operating income is a

non-GAAP

financial measure that reflects adjustments based on stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses. As noted in the CD&A, year-over-year growth in our

non-GAAP

operating income is the financial performance metric that is used to determine performance-based cash bonuses under the Executive Bonus Plan, and which funds our discretionary bonus plan. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 51.

Company Selected Measure Name

Non-GAAP Operating Income Growth

Named Executive Officers, Footnote

Our

non-PEO

NEO for fiscal year 2025. In addition, although Mr. Ellison was not an NEO for fiscal year 2025, 2024 or 2023 under applicable SEC rules, we have voluntarily included him as a

non-PEO

NEO for each of such years.

Peer Group Issuers, Footnote

The peer group used in this disclosure, the Dow Jones U.S. Technology Total Return Index, is the same peer group used in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form

10-K

PEO Total Compensation Amount

$ 1,113,417

$ 6,464,234

$ 5,250,680

$ 138,192,032

$ 10,631,223

PEO Actually Paid Compensation Amount

$ 461,805,673

94,264,234

304,050,680

139,242,032

40,389,348

Adjustment To PEO Compensation, Footnote




Year	SCT Total for PEO ($)		Deduction of Equity Amounts Reported in SCT ($)		Fair Value for Unvested Awards Granted in the Covered Year ($)		Fair Value for Vested Awards Granted in the Covered Year ($)		Change in Fair Value of Outstanding Unvested Awards from Prior Years ($)			Change in Fair Value of Awards from Prior Years that Vested in the Covered Year ($)		CAP to PEO ($)

2025		1,113,417		—		—		—		404,300,134	(a)		56,392,122		461,805,673

2024		6,464,234		—		—		—		54,300,000	(b)		33,500,000		94,264,234

2023		5,250,680		—		—		—		298,800,000	(c)		—		304,050,680

2022		138,192,032		(129,275,000)		—		—		123,300,000			7,025,000		139,242,032

2021		10,631,223		—		—		—		29,325,000			433,125		40,389,348

(a)

(b)

This amount includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024.

(c)

This amount includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023.

Non-PEO NEO Average Total Compensation Amount

$ 11,329,031

13,191,706

12,487,762

58,544,998

12,161,232

Non-PEO NEO Average Compensation Actually Paid Amount

$ 106,537,403

38,148,634

96,299,855

56,911,587

31,342,646

Adjustment to Non-PEO NEO Compensation Footnote


Year	Average SCT Total for non-PEO NEOs ($)		Deduction of Average Equity Amounts Reported in SCT ($)		Average Fair Value for Unvested Awards Granted in the Covered Year ($)		Average Fair Value for Vested Awards Granted in the Covered Year ($)	Change in Average Fair Value of Outstanding Unvested Awards from Prior Years ($)			Change in Average Fair Value of Awards from Prior Years that Vested in the Covered Year ($)		Deduction of Awards from Prior Years Forfeited in the Covered Year ($)	Average CAP to non-PEO NEOs ($)

2025		11,329,031		(9,581,943)		7,831,535	—		86,045,938	(a)		14,409,251	(3,496,409)		106,537,403

2024		13,191,706		(9,438,478)		9,932,357	—		15,424,691	(b)		9,038,358	—		38,148,634

2023		12,487,762		(9,341,022)		14,522,834	—		78,125,625	(c)		504,656	—		96,299,855

2022		58,544,998		(53,190,333)		8,279,833	—		39,812,596			3,464,493	—		56,911,587

2021		12,161,232		(6,701,250)		9,715,000	—		15,523,575			644,089	—		31,342,646

(a)

(b)

(c)

Compensation Actually Paid vs. Total Shareholder Return

Ø	Compensation Actually Paid and Total Stockholder Return

The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our

non-PEO

NEOs, our cumulative total stockholder return and our cumulative peer group total stockholder return for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

Compensation Actually Paid vs. Net Income

Ø	Compensation Actually Paid and Net Income

The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our

non-PEO

NEOs

and

our net income for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

Compensation Actually Paid vs. Company Selected Measure

Ø	Compensation Actually Paid and Non-GAAP Operating Income Growth

The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our

non-PEO

NEOs and our

non-GAAP

operating income growth for fiscal years 2021, 2022, 2023, 2024 and 2025, each as set forth in the pay versus performance table above.

Total Shareholder Return Vs Peer Group

Ø	Compensation Actually Paid and Total Stockholder Return

The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our

non-PEO

Tabular List, Table

Financial Performance

Measures

The table below lists the financial performance measures that the Compensation Committee believes represent the most important financial performance measures used to link CAP to our NEOs to Oracle’s performance for fiscal 2025. The metrics noted below are the metrics associated with the operational performance goals of the PSOs held by Mr. Ellison and Ms. Catz during the preceding eight-year performance period. The Compensation Committee also believes that market capitalization goals, which are an element of the PSOs, have been important to align the long-term compensation paid to each such individual with the interests of our stockholders. See “Executive Compensation—Compensation Discussion and Analysis” beginning on page 38 for a further description of our executive compensation program. The performance measures included in this table are not ranked by relative importance.

Non-GAAP

Total Cloud Revenue

Non-GAAP

Total SaaS Revenue

Non-GAAP

Total PaaS and IaaS Revenue

Non-GAAP

SaaS Gross Margin

Non-GAAP

PaaS and IaaS Gross Margin

Total Shareholder Return Amount

$ 231.5

132.03

106.8

37.95

48.84

Peer Group Total Shareholder Return Amount

172.38

136.76

68.89

42.02

Net Income (Loss)

$ 12,443,000,000

$ 10,467,000,000

$ 8,503,000,000

$ 6,717,000,000

$ 13,746,000,000

Company Selected Measure Amount

1,978,000,000

2,153,000,000

1,309,000,000

593,000,000

1,618,000,000

PEO Name

Safra A. Catz

Measure:: 1

Non-GAAP Measure Description

Non-GAAP operating income

Non-GAAP

operating income is a

non-GAAP

Measure:: 2

Non-GAAP Total Cloud Revenue

Measure:: 3

Non-GAAP Total SaaS Revenue

Measure:: 4

Non-GAAP Total PaaS and IaaS Revenue

Measure:: 5

Non-GAAP SaaS Gross Margin

Measure:: 6

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Non-GAAP PaaS and IaaS Gross Margin

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

$ (129,275,000)

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

$ 404,300,134

$ 54,300,000

$ 298,800,000

123,300,000

$ 29,325,000

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

56,392,122

33,500,000

7,025,000

433,125

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(9,581,943)

(9,438,478)

(9,341,022)

(53,190,333)

(6,701,250)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

7,831,535

9,932,357

14,522,834

8,279,833

9,715,000

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

86,045,938

15,424,691

78,125,625

39,812,596

15,523,575

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

14,409,251

$ 9,038,358

$ 504,656

$ 3,464,493

$ 644,089