Oracle Corp 8-K Filings

ORACLE CORP (ORCL) reported a very strong Q1 fiscal 2027, highlighted by record quarterly revenues of $19.3 billion, up 30%, driven by rapid expansion in its cloud business. Total cloud revenues rose 62% to $11.6 billion, with Cloud Infrastructure (IaaS) revenue up 121% to $7.4 billion and Cloud Applications (SaaS) up 10% to $4.2 billion. Traditional software revenue declined 3% to $5.5 billion as customers continued migrating from on‑premise products.

GAAP operating income increased 57% to $6.7 billion and GAAP net income reached $4.8 billion, up 63%, while non‑GAAP net income available to common shareholders grew 34% to $5.8 billion. GAAP diluted EPS was $1.56 and non‑GAAP diluted EPS was $1.92, each up 30%+ year over year. Operating cash flow was a record $23.1 billion, up 184%, although free cash flow was negative $5.4 billion due to very heavy capital expenditures of $28.5 billion to support cloud infrastructure build‑out.

Oracle reported Remaining Performance Obligations of $664 billion, up $209 billion after booking more than $30 billion of new AI‑related cloud contracts. During Q1, Oracle also sold $20 billion of common stock via an at‑the‑market equity program as part of its capital investment plan. The board declared a quarterly dividend of $0.50 per common share and $1,625 per Mandatory Convertible Preferred share. For Q2 FY 2027, Oracle guides total revenue growth of 30%–34% and cloud revenue growth of 65%–71% in USD, and expects full‑year FY 2027 revenue of at least $90 billion and non‑GAAP EPS of $8.10.

Oracle Corporation reported record results for its fiscal Q4 and full year 2026, driven by rapid growth in cloud services. Q4 revenue reached $19.2 billion, up 21%, with cloud revenue of $9.9 billion up 47% as cloud infrastructure nearly doubled.

For fiscal 2026, total revenue grew 17% to $67.4 billion and GAAP earnings per share rose 34% to $5.83; non-GAAP EPS was $7.63, up 27%. Remaining Performance Obligations surged to $638 billion, reflecting large AI-related contracts, while operating cash flow climbed to $32.0 billion.

Heavy investment in AI datacenters drove capital expenditures to $55.7 billion and produced negative free cash flow of $23.7 billion. Oracle raised $43 billion in debt and $5 billion in equity in fiscal 2026 and expects about $40 billion more financing in fiscal 2027. The board declared a $0.50 quarterly common dividend and confirmed fiscal 2027 revenue guidance of $90 billion with higher non-GAAP EPS guidance.

Oracle Corporation has elected Dr. Tomislav Mihaljevic to its Board of Directors, effective May 6, 2026, and increased the Board size to 13 members. He is Chief Executive Officer and President of Cleveland Clinic and has led the organization since January 2018.

Dr. Mihaljevic will receive restricted stock units in Oracle common stock on May 31, 2026 under the company’s directors’ stock plan, with full vesting on the first anniversary of the grant if he continues serving as a director. He will also receive standard cash compensation for non-employee directors and has entered into Oracle’s standard indemnification agreement. Board members serve one-year terms and will next stand for election at the annual meeting in November 2026.

Oracle Corporation has appointed Hilary Maxson as Chief Financial Officer and Principal Financial Officer, effective April 6, 2026. She joins from Schneider Electric, where she served as Group CFO and helped lead a large, capital‑intensive global business.

Maxson will receive a $950,000 annual base salary, a $2.5 million target annual bonus (prorated in the first year), and a $26 million equity grant split between time-based and performance-based equity, plus up to $250,000 in relocation support. The company highlights that its most recent quarter delivered its strongest performance in over 15 years, with organic total revenue and non-GAAP earnings per share both growing more than 20%. Douglas Kehring will step down as Principal Financial Officer and continue as Executive Vice President, Operations.

Oracle Corporation reported a strong fiscal Q3 2026 driven by rapid cloud growth and AI demand. Total revenue reached $17.2 billion, up 22% in USD, while cloud revenue rose 44% to $8.9 billion. GAAP earnings per share were $1.27, up 24%, and non-GAAP EPS were $1.79, up 21%.

Remaining performance obligations surged to $553 billion, up 325% year-over-year, largely from large-scale AI contracts. The company reaffirmed fiscal 2026 revenue guidance of $67 billion, raised fiscal 2027 revenue guidance to $90 billion, and projected Q4 2026 total revenue growth of 19%–21% in USD and total cloud growth of 46%–50% in USD.

Oracle is funding its AI expansion with heavy investment: fiscal 2026 capital expenditures are guided to $50 billion, trailing four-quarter free cash flow is negative, and the firm has begun a $50 billion financing program, already raising $30 billion via investment-grade bonds and mandatory convertible preferred stock. The board declared a quarterly dividend of $0.50 per common share and $1,263.89 per share on mandatory convertible preferred stock.

Oracle Corporation has set up an equity distribution agreement for an “at-the-market” stock offering of up to $20.0 billion of its common shares, to be sold from time to time through a syndicate of sales agents on the New York Stock Exchange and other venues. Oracle may also use forward sale arrangements and is not obligated to sell any shares.

Separately, Oracle completed the issuance of $25 billion in senior notes across multiple maturities from 2029 to 2066, with fixed coupons ranging from 4.550% to 6.850% plus a floating‑rate tranche. Net proceeds from these notes are earmarked for general corporate purposes, including potential capital spending, debt repayment, investments or acquisitions, and cash dividends or share repurchases.

Oracle Corporation reported that two long-serving members of its Board of Directors have retired. On January 5, 2026, George H. Conrades, age 86, informed the Board that he is retiring as a director effective immediately after 18 years of service to Oracle. On January 7, 2026, Naomi O. Seligman, age 87, also notified the Board that she is retiring as a director effective immediately after 20 years of service.

Oracle stated that neither retirement was the result of any dispute or disagreement with the company on matters related to its operations, policies or practices, indicating that these departures are described as voluntary retirements following long tenures on the Board.

Oracle Corporation reported that it has released financial results for its fiscal second quarter ended November 30, 2025, via a separate press release. The release, which provides details on Oracle’s recent performance and financial condition, is attached as an exhibit to this report.

Oracle also announced that its Board of Directors declared a cash dividend of $0.50 per share on its common stock. The dividend will be paid on January 23, 2026, to stockholders who are on record as of the close of business on January 9, 2026. This dividend provides direct cash returns to shareholders based on their current holdings.

Oracle Corporation reported governance updates from its 2025 Annual Meeting and a new board appointment. The board unanimously elected Stephen Rusckowski as a director, effective immediately. He will receive restricted stock units under Oracle’s Amended and Restated 1993 Directors’ Stock Plan, in a pro rata amount for the remaining months of the fiscal year, vesting in full on the first anniversary of grant if he continues to serve, plus standard cash fees for non-employee directors. He also entered into Oracle’s standard indemnification agreement.

Stockholders elected all director nominees to serve until the 2026 annual meeting. They approved, on an advisory basis, the compensation of Oracle’s named executive officers, with about 1.92 billion shares in favor, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending May 31, 2026 with over 2.54 billion shares in favor.

Oracle Corporation filed an amended report to update compensation details for recently promoted senior executives. The amendment follows earlier disclosures about the appointments of Clayton Magouyrk and Michael Sicilia as Chief Executive Officers and Board members, and Douglas Kehring as Executive Vice President and Principal Financial Officer, effective September 22, 2025.

On September 30, 2025, the Compensation Committee set the annual base salary for each of Magouyrk, Sicilia and Kehring at $950,000, effective as of the appointment date. For the fiscal year ending May 31, 2026, Magouyrk and Sicilia each received an annual target cash bonus opportunity of $5,000,000 under the Oracle Executive Bonus Plan, while Kehring received a target cash bonus of $950,000 under Oracle’s discretionary corporate bonus plan. Kehring is also eligible for ordinary course equity-based awards during FY26 under Oracle’s 2020 Equity Incentive Plan.

Oracle Corporation reported documentation and terms for a proposed debt offering. The company references an existing S-3 registration statement filed March 15, 2024, and a preliminary and final prospectus supplement both dated September 24, 2025, indicating a securities offering process is underway.

Forms are provided for six note series: 4.450% due 2030, 4.800% due 2032, 5.200% due 2035, 5.875% due 2045, 5.950% due 2055, and 6.100% due 2065. An Officers' Certificate dated September 26, 2025 sets forth the notes' terms, and legal opinion and consent from Freshfields US LLP are included, along with an interactive cover page Inline XBRL file. The filing is administrative documentation of the planned note issuance rather than operating results.

Oracle Corporation reported major leadership changes effective September 22, 2025. The Board promoted Clayton Magouyrk and Michael Sicilia to serve as Chief Executive Officers and added both to the Board of Directors. Magouyrk has led Oracle Cloud Infrastructure, while Sicilia has led Oracle’s Industries business, after long tenures in senior roles at the company.

In connection with their promotions, Magouyrk will receive stock options to purchase $250 million in Oracle common stock and Sicilia will receive stock options to purchase $100 million, with 80% in time-based options and 20% in performance-based options that depend on revenue metrics through May 31, 2028, under Oracle’s 2020 Equity Incentive Plan. Safra Catz will step down as Chief Executive Officer and Principal Financial Officer and become Executive Vice Chair of the Board, while Douglas Kehring has been named Executive Vice President and Principal Financial Officer.

Oracle Corporation filed a report stating that on September 9, 2025 it issued a press release with financial results for its fiscal first quarter ended August 31, 2025. The full details of those results are contained in the press release furnished as Exhibit 99.1.

Oracle also announced that its Board of Directors declared a cash dividend of $0.50 per share of common stock, payable on October 23, 2025 to stockholders of record as of the close of business on October 9, 2025.