The 10-K against last year's
204 changes: 46 added, 31 removed, 125 reworded, 2 quiet changes
10-K 0001193125-26-277521 (2026-06-22) vs 10-K 0000950170-25-087926 (2025-06-18) Not compared: Legal Proceedings, Accounting Policies.
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The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 269 words changed in this paragraph; it is 49% similar to last year's version.
If we are unable to secure data center capacity at affordable rates or do not accurately plan for and manage our infrastructure capacity requirements, our profitability may decline. As a part of To grow our Oracle Cloud strategy, OCI business, which requires increased computing capacity, we plan our investment levels based on estimates of future revenues must incur significant capital and customer demand and future anticipated rates of growth. In recent periods, our cloud services and license support expenses have grown to meet current and expected demand for our cloud offerings, including investments operating expenditures to increase our existing data center capacity and to establish data centers in new geographic locations. In connection with these investments, we have entered, and expect to continue to enter, into long-term lease commitments with third-party data center providers and other significant commitments with suppliers of chips and other data center infrastructure. If we underestimate customer demand or our data center capacity needs, we may face shortages of available infrastructure, limiting our ability to support customer growth and potentially causing us to lose business to competitors. Conversely, if we overestimate customer demand or any of our data center capacity needs, we could be locked into multi-year commitments for excess data center space, resulting in lower profitability and cash flows because our third-party data center vendors generally require us key customers are unable to pay significant contract termination fees to early exit such obligations. Data centers in geographies that we rely on may also be unavailable on commercially reasonable terms or at all. Moreover, we do not control the operation of these third-party data centers, and they may suffer interruptions in service from events beyond our control, including from acts of government, natural events, power loss, break-ins or misconduct by those third parties. We have faced, and may continue to face, rising costs for data center energy demands. In addition, we rely on third-party suppliers to provide equipment and components required to outfit these data centers on a timely basis. Ongoing or future delays or the inability to meet customer demand could cause the loss of additional sales, delay our revenue recognition or increase our costs, all of which could adversely affect the margins of our business. We typically depreciate these assets over their estimated useful lives, which could be shortened should our cloud strategies change, which could adversely affect our profitability.
Source: Item 1A, 10-K 0001193125-26-277521 vs Item 1A, 10-K 0000950170-25-087926
MD&A 191 words changed in this paragraph; it is 45% similar to last year's version.
Source: Item 7, 10-K 0001193125-26-277521 vs Item 7, 10-K 0000950170-25-087926
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of ORCL's Risk Factors and MD&A, 10-K 2026-06-22 against 10-K 2025-06-18. Each links to the text at sec.gov.
AddedRisk Factors
•We may be unsuccessful in developing and selling new products and services, integrating acquired products and services and enhancing our existing products and services.
AddedRisk Factors
•Our AI products may not operate as anticipated, which could adversely affect our reputation, revenues and profitability.
AddedRisk Factors
•If we do not successfully execute our Oracle Cloud strategy, including our offerings of Oracle Cloud, our revenues and profitability may decline.
AddedRisk Factors
•If we are unable to secure data center capacity at affordable rates or do not accurately plan for and manage our infrastructure capacity requirements, our profitability may decline.
AddedRisk Factors
•Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, including the sourcing of technologies and components, the results of these businesses will suffer.
AddedRisk Factors
•We may not receive significant revenues from our current research and development efforts for several years, if at all.
AddedRisk Factors
•Our products and services may not function properly if we experience significant coding, manufacturing or configuration errors in our cloud, software and hardware offerings.
AddedRisk Factors
•If we are unable to compete effectively, the results of operations and prospects for our business could be harmed.
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AddedRisk Factors
•Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.
AddedRisk Factors
•We are subject to risks with respect to environmental, social and governance (ESG) matters.
AddedRisk Factors
•We are subject to business, financial and reputational risks related to cybersecurity incidents and data breaches.
AddedRisk Factors
•Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions.
AddedMD&A
substantially affect our quarterly software license revenues due to the point-in-time nature of revenue recognition for software license transactions. Software license customers have the option to purchase and renew software support contracts, as further described below; and
AddedMD&A
Costs associated with our cloud and software business are included in cloud and software expenses and sales and marketing expenses. These costs are largely infrastructure- and personnel-related and include the cost of providing our cloud and software support offerings, salaries and commissions earned by our sales force for the sale of our cloud and software offerings and marketing program costs.
AddedMD&A
Revolving Credit Agreement: In March 2026, we terminated our existing $6.0 billion, five-year revolving credit agreement. On the same date, we entered into a new $10.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement). As of May 31, 2026, we did not have any outstanding borrowings under the Revolving Credit Agreement. The description above is a summary and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is incorporated by reference herein as Exhibit 10.14.
AddedMD&A
Commercial Paper Program: In March 2026, our commercial paper program was increased to $10.0 billion. Our commercial paper program allows us to issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas. There were $1.5 billion of outstanding Commercial Paper Notes as of May 31, 2026. We used the net proceeds from the issuance of commercial paper for general corporate purposes.
AddedMD&A
Mandatory Convertible Preferred Stock: On February 5, 2026, we issued 100,000,000 depositary shares, representing 50,000 shares of our 6.50% Series D Mandatory Convertible Preferred Stock (Mandatory Convertible Preferred Stock). We received cash proceeds of $5.0 billion, net of issuance costs. The other terms and conditions of the Mandatory Convertible Preferred Stock are set forth in the Certificate of Designations, which is incorporated by reference herein as Exhibit 3.03.
AddedMD&A
Common Stock: On February 2, 2026, we entered into an equity distribution agreement with certain sales agents party thereto, pursuant to which we may sell shares of our common stock having aggregate sales proceeds of up to $20 billion from time to time through an “at-the-market” offering program (the ATM Program). As of May 31, 2026, we have not sold any shares of our common stock under the ATM Program.