ORCLOracle Corporation

Transactions with Ampere Computing LLC

“Oracle is an equity and convertible debt investor in Ampere Computing Holdings LLC (Ampere). Renée J. James, a former Oracle director who left the Board in November 2024, is the Chairman and CEO of Ampere and Oracle has appointed one director to Ampere’s board. From time to time since 2017, we have made investments in Ampere 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 as of May 31, 2025.”

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Transactions with Ampere Computing LLC

“Our equity investments in Ampere represent an ownership interest of approximately 29% as of May 31, 2025. 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.”

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Transactions with Ampere Computing LLC

“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 Ampere Acquisition). 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.”

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Transactions with Ampere Computing LLC

“In fiscal 2023, Oracle placed a $104.1 million pre-payment order for Ampere processors which can be accessed through direct purchases from Ampere. During fiscal 2025, we purchased approximately $3.7 million directly. At fiscal year end, we had approximately $97.4 million remaining available under our pre-payment order.”

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Transactions with Ampere Computing LLC

“In fiscal 2025, Ampere purchased approximately $2.5 million in cloud SaaS, PaaS and IaaS products, licenses and support from Oracle.”

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TRANSACTION S WITH RELATED PERSONS

“From time to time, we enter into transactions with entities in which an executive officer, director, 5% or more beneficial owner of our common stock or an immediate family member of these persons has a direct or indirect material interest. As set forth in its charter, the Independence Committee reviews and approves each related person transaction or series of similar transactions exceeding $120,000, including material amendments thereto.”

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TRANSACTION S WITH RELATED PERSONS

“Prior to approving any transaction, the Independence Committee must be informed or have knowledge of:”

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• the related person’s relationship or interest; and

“the material facts of the proposed transaction, and any material amendments thereto.”

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• the related person’s relationship or interest; and

“The proposed transaction, and any material amendments thereto, must be on terms that, when taken as a whole, are fair to Oracle.”

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• the related person’s relationship or interest; and

“We annually survey our non-employee directors and executive officers to identify any entities they are affiliated with that may enter into a transaction with Oracle that may require disclosure as a related person transaction. We prepare a list of related person entities, which we post internally for reference by our sales force and our purchasing groups. On a quarterly basis, we also review and update this list with Mr. Ellison’s advisors, as many of the entities on this list are direct or indirect investments of Mr. Ellison. Potential transactions are compared against this list by management to determine if they require review and approval by the Independence Committee. With respect to sales of products and services, we also compare transactions posted to our general ledger against this list to determine if any related person transactions occurred without pre-approval and the reason pre-approval was not obtained, whether inadvertent or otherwise.”

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• the related person’s relationship or interest; and

“For sales of products and services to be approved by the Independence Committee, we provide the Independence Committee with data indicating that the proposed discounts and terms are consistent with the discounts and terms provided to unrelated customers. For purchases, we provide the Independence Committee with data points showing that the rates or prices are comparable to the rates or prices we could have obtained from an unrelated vendor or are consistent with pricing the vendor uses with other unrelated parties.”

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• the related person’s relationship or interest; and

“Mr. Ellison has entered into a written price protection agreement with us that applies to any related person transaction involving a purchase of goods or services from an entity in which Mr. Ellison has a direct or indirect material interest and with which we enter into a transaction while Mr. Ellison is one of our executive officers or Chair of the Board. Under this agreement, if we present Mr. Ellison with reasonable evidence of a lower price or rate for the same goods or services offered by the related company, which would have been available to us at the time we entered into the applicable transaction, then Mr. Ellison will reimburse us for the difference. This agreement expires three years after the date on which Mr. Ellison is neither an executive officer of Oracle nor Chair of the Board. The Independence Committee may approve certain other transactions where it can conclude that such transactions are otherwise on terms that are fair to us.”

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• the related person’s relationship or interest; and

“The Independence Committee also reviews and monitors ongoing relationships with related persons to ensure they continue to be on terms that are fair to us. On an annual basis, the Independence Committee receives a summary of all transactions with related persons, including transactions that did not require approval. Total related person transaction revenues were approximately 0.06% of our total revenues. Total related person operating expenses were approximately 0.03% of our total operating expenses in fiscal 2026.”

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Sales of Products and Services to Ellison Related Persons

“In the ordinary course of our business, we sell products and services to companies in which Mr. Ellison or a member of his immediate family directly or indirectly has a material interest. In fiscal 2026, the total amount of all purchases by these companies was approximately $32.2 million. Listed below are our transactions with such companies that purchased more than $120,000 in products and services from us in fiscal 2026. Unless otherwise noted, Mr. Ellison has a direct material interest in each of the below entities.”

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Sales of Products and Services to Ellison Related Persons

“Autonomous Medical Devices, Inc. purchased approximately $484,558 in Oracle Cloud services.”

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Sales of Products and Services to Ellison Related Persons

“Desert Champions LLC purchased approximately $208,362 in Oracle Cloud services, support and consulting services.”

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Sales of Products and Services to Ellison Related Persons

“Eau Palm Beach Resort & Spa purchased approximately $196,967 in Oracle Cloud services, hardware, support and consulting services.”

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Sales of Products and Services to Ellison Related Persons

“Ellison Institute, LLC purchased approximately $21,973,148 in Oracle Cloud services, hardware, licenses, support and consulting services.”

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Sales of Products and Services to Ellison Related Persons

“Incline Hotel purchased approximately $173,269 in Oracle Cloud services, hardware and support services.”

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Sales of Products and Services to Ellison Related Persons

“Lanai Resorts, LLC purchased approximately $699,215 in Oracle Cloud services, hardware, licenses, support and consulting services.”

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Sales of Products and Services to Ellison Related Persons

“Lawrence Investments, LLC purchased approximately $166,780 in Oracle Cloud services.”

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Sales of Products and Services to Ellison Related Persons

“Sensei AG Holdings, Inc. purchased approximately $1,787,738 in Oracle Cloud services, support and consulting services.”

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Sales of Products and Services to Ellison Related Persons

“Skydance Animation, a subsidiary of Paramount, a Skydance Corporation, purchased approximately $6,511,902 in Oracle Cloud services. Each of Mr. Ellison and his son, David Ellison, has a direct material interest in this entity.”

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Purchases of Products and Services from Ellison Related Persons

“From time to time, we purchase products and services from companies in which Mr. Ellison or Mr. Ellison’s son, David Ellison, has a direct material interest. In fiscal 2026, the total amount of all purchases from these companies was approximately $10.4 million, which included the payments made to purchase products and services from Eau Palm Beach Resort & Spa, F50 League LLC, Glass Aviation and Wing and a Prayer, Inc. These transactions are described in greater detail below.”

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Purchases of Products and Services from Ellison Related Persons

“In fiscal 2026, Oracle paid approximately $163,000 for hotel rooms, taxes and meeting-related charges in connection with fiscal 2026 business meetings.”

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Purchases of Products and Services from Ellison Related Persons

“In fiscal 2024, Oracle commenced a three-year sponsorship agreement with the SailGP sailing league (operated by Mr. Ellison’s company F50 League LLC) with the option to extend the term for an additional two years. Pursuant to the agreement, Oracle received a SailGP sponsorship package valued at approximately $10 million per year, including being designated Event Title Partner at one race weekend per season, branding rights, event tickets, customer experiences and other benefits. In fiscal 2026, Oracle paid F50 League approximately $7.5 million and SailGP received Oracle products and services valued at approximately $1.5 million.”

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Purchases of Products and Services from Ellison Related Persons

“Mr. Ellison’s son, David Ellison, purchased Glass Aviation in 2024. Since 2016 and prior to David Ellison’s purchase of Glass Aviation, Oracle entered into various contracts with Glass Aviation, to manage all aircraft owned by Oracle including aircraft management services agreements and pilot services agreements for each aircraft. The agreements were not modified following David Ellison’s purchase of Glass Aviation. Oracle paid Glass Aviation approximately $2.3 million for aircraft management and pilot services in fiscal 2026, excluding all pass-through costs with no mark-up.”

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Purchases of Products and Services from Ellison Related Persons

“In fiscal 2026, Oracle leased aircraft and purchased services from Wing and a Prayer, Inc., a company owned by Mr. Ellison, for business travel by our executive officers. The aggregate payment amount for Oracle’s use of the aircraft in fiscal 2026 was approximately $410,000. In April 2025, the Independence Committee commissioned an independent third-party review and analysis of the fiscal 2026 lease rates for the aircraft and determined that the lease rates billed by Wing and a Prayer were at or below the market rates charged by third-party commercial charter companies for similar aircraft.”

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Compensation of Related Persons Employed by Oracle

“Steven Janicki, Vice President, Systems Engineering, is Mr. Ellison’s half-brother. In fiscal 2026, Mr. Janicki received a base salary of $306,000. Mr. Janicki also received an equity award of 358 RSUs and $6,298 in flexible credits used toward cafeteria-style benefit plans in fiscal 2026.”

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