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ORCLOracle Corporation

Technology · Software · NYSE
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The 10-K against last year's

204 changes: 46 added, 31 removed, 125 reworded, 2 quiet changes

10-K Jun 22, 2026 vs Jun 18, 2025
Risk FactorsRedline ↓
29.5%
of the text changed · 14,663 words now
35.0%
of the text changed · 9,145 words now

10-K 0001193125-26-277521 (2026-06-22) vs 10-K 0000950170-25-087926 (2025-06-18) Not compared: Legal Proceedings, Accounting Policies.

The redline

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.
costs, of $13.9 billion and was primarily due to proceeds from the issuance of commercial paper, senior notes, net of repayments, issuance costs, of $1.9 $42.7 billion during fiscal 2025 (refer to Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information); and $1.1 2026; $32.0 billion of cash inflows from other our operations; $5.0 billion of cash proceeds from the issuance of Mandatory Convertible Preferred Stock, net of issuance costs; $4.9 billion of cash inflows from the sale of our investments, primarily in Ampere; $3.3 billion of cash inflows from short-term financing activities, net. This increase was related to capital expenditures, net; and $1.3 billion of net cash provided by our employee stock programs, partially offset by $21.2 $55.7 billion of cash used for capital expenditures; $10.2 billion of cash used for scheduled repayments of borrowings; $4.7 $5.8 billion of cash used to pay dividends to our common and preferred stockholders; $600 $5.0 billion of cash used for scheduled repayments of debt; $851 million of cash used for repayment of commercial paper, net; $337 million of cash outflows for other financing activities, net; $864 million of cash used for purchases of non-current investments; and $95 million of cash used for repurchases of our common stock; $496 million of cash used for purchases, net of sales and maturities of investments; and $247 million of net cash used for our employee stock programs stock, in each case during fiscal 2025. 2026. Our cash and cash equivalents may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.

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.

RemovedRisk Factors
Countries around the world continually consider and make changes to relevant tax, accounting and other laws, treaties, regulations, guidance and interpretations. For example, the U.S. Congress is considering extending tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act, as well as making other changes to federal tax law, some of which could have an adverse impact on us. Various other legislative proposals, if enacted, could substantially raise U.S. income taxes on our domestic and international profits. Such unfavorable tax proposals create the potential for added volatility in our quarterly provision for income taxes and could have a material adverse impact on our future income tax provisions and effective tax rate.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedRisk Factors
On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and certain of its equity holders to acquire all of the equity interests of Ampere (the Ampere Acquisition). The transaction is subject to customary closing conditions, including regulatory approvals, that are beyond our control. If the Ampere Acquisition closes, we will cease to be an investor in Ampere. During the period prior to closing the Ampere Acquisition, the amount of our investments in Ampere could increase for a variety of reasons and we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition. If the Ampere Acquisition does not close, we will continue to be exposed to the risk associated with our investments in Ampere as discussed above.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedRisk Factors
There are risks associated with our outstanding and future indebtedness. As of May 31, 2025, we had an aggregate of $92.6 billion of outstanding indebtedness that will mature between calendar year 2025 and calendar year 2065. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedRisk Factors
business operations, generate sufficient cash flows to service such debt and the other factors discussed in this Risk Factors section. There can be no assurance that we will be able to manage any of these risks successfully.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
From time to time since 2017, we have made investments in Ampere, a related party entity, in the form of equity and convertible debt instruments. The total carrying value of our investments in Ampere, after accounting for losses under the equity method of accounting, was $1.6 billion and $1.5 billion as of May 31, 2025 and 2024, respectively.

Read it in 10-K 2025-06-18 at sec.gov ↗

Show the other 9
RemovedMD&A
Our equity investments in Ampere represent an ownership interest of approximately 29% as of May 31, 2025 and 2024. We also own convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the fiscal year ended May 31, 2025, we invested an aggregate of $341 million in convertible debt instruments issued by Ampere. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $500 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and its equity holders to acquire all of the equity interests of Ampere. The transaction is subject to customary closing conditions, including regulatory approvals. When the Ampere Acquisition closes, we will cease to be an investor in Ampere. During the period prior to the closing of the Ampere Acquisition, the amount of our investments in Ampere could increase for a variety of reasons and we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
We assess our non-marketable debt and equity investments for credit losses and impairment on a quarterly basis and as facts and circumstances change. Our analysis includes an assessment of various qualitative and quantitative factors, including the investee’s historical financial results, current financial projections, rate of cash usage and assumptions regarding product acceptance and opportunity within the market. This analysis requires significant judgment in evaluating underlying factors. In some instances, investee specific information available to us to make this assessment may be limited or may be available on a delayed basis. If the investment is determined to be impaired, we adjust the carrying amount of such investment to its estimated fair value by recognizing a charge, which is included in non-operating income (expenses), net in our consolidated statements of operations. Estimating the fair value of an investment upon impairment involves a significant level of estimation, uncertainty and judgment. We may incur future losses due to impairments, which could have a material impact on our results of operations and financial position.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
(2)Acquisition related and other expenses consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle Cloud Services offerings; Oracle cloud license and on-premise license offerings; and Oracle license support offerings. Our cloud services deliver applications and infrastructure technologies on a subscription basis via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, deploy, host, manage and support. Revenues for our cloud services are generally recognized ratably over the contractual term, which is generally one to four years, or in the case of usage model contracts, as the cloud services are consumed. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments and are generally recognized up front at the point in time when the software is made available to the customer to download and use. License support revenues are typically generated through the sale of applications and infrastructure software license support contracts related to cloud licenses and on-premise licenses; are purchased by our customers at their option; and are generally recognized as revenues ratably over the contractual term, which is generally one year. We continue to place significant emphasis, both domestically and internationally, on direct sales through our own sales force. We also continue to market certain of our offerings through indirect channels. Costs associated with our cloud and license business are included in cloud services and license support expenses and sales and marketing expenses. These costs are largely personnel- and infrastructure-related and include the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings and marketing program costs.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and include our consulting services and advanced customer services offerings. Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel-related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
Acquisition Related and Other Expenses: Acquisition related and other expenses consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.

Read it in 10-K 2025-06-18 at sec.gov ↗

RemovedMD&A
Term Loan Credit Agreements: On June 10, 2024, we terminated the Term Loan Credit Agreement and repaid the principal amount outstanding together with interest accrued up to the date of repayment. Simultaneously, we borrowed up to the maximum commitment amount of $5.6 billion pursuant to a term loan credit agreement (Term Loan Credit Agreement 2) executed on the same date. In fiscal 2025, we made scheduled repayments totaling $211 million of the Term Loan Credit Agreement 2. Refer to Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional details about our borrowings, including the repayment terms of the Term Loan Credit Agreement 2. Any remaining unpaid principal balance under the Term Loan Credit Agreement 2 will become fully due and payable on August 16, 2027, unless the termination date of the Term Loan Credit Agreement 2 is extended.

Read it in 10-K 2025-06-18 at sec.gov ↗

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