NOTES PAYABLE AND OTHER BORROWINGS

12 Months Ended

May 31, 2026

Debt Disclosure [Abstract]

NOTES PAYABLE AND OTHER BORROWINGS

6.NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

		May 31,
		2026			2025
(Amounts in millions)	Date of Issuance	Amount		Effective Interest Rate	Amount		Effective Interest Rate
Fixed-rate senior notes:
€750, 3.125%, due July 2025(1)	July 2013	$	—	N.A	$	841	3.17%
$1,000, 5.80%, due November 2025	November 2022		—	N.A		1,000	5.93%
$2,750, 1.65%, due March 2026	March 2021		—	N.A		2,750	1.67%
$3,000, 2.65%, due July 2026	July 2016		3,000	2.73%		3,000	2.73%
$2,250, 2.80%, due April 2027	April 2020		2,250	2.87%		2,250	2.87%
$2,750, 3.25%, due November 2027	November 2017		2,750	3.29%		2,750	3.29%
$2,000, 2.30%, due March 2028	March 2021		2,000	2.36%		2,000	2.36%
$750, 4.50%, due May 2028	February 2023		750	4.60%		750	4.60%
$1,500, 4.80%, due August 2028	February 2025		1,500	4.94%		1,500	4.94%
$3,000, 4.55%, due February 2029(3)	February 2026		3,000	4.74%		—	N.A
$1,500, 4.20%, due September 2029	September 2024		1,500	4.27%		1,500	4.27%
$1,250, 6.15%, due November 2029	November 2022		1,250	6.21%		1,250	6.21%
$3,250, 2.95%, due April 2030	April 2020		3,250	3.00%		3,250	3.00%
$750, 4.65%, due May 2030	February 2023		750	4.75%		750	4.75%
$500, 3.25%, due May 2030	May 2015		500	3.35%		500	3.35%
$3,000, 4.45%, due September 2030(3)	September 2025		3,000	4.55%		—	N.A
$3,500, 4.95%, due February 2031(3)	February 2026		3,500	5.08%		—	N.A
$3,250, 2.875%, due March 2031	March 2021		3,250	2.92%		3,250	2.92%
$1,250, 5.25%, due February 2032	February 2025		1,250	5.36%		1,250	5.36%
$3,000, 4.80%, due September 2032(3)	September 2025		3,000	4.87%		—	N.A
$2,250, 6.25%, due November 2032	November 2022		2,250	6.32%		2,250	6.32%
$1,500, 4.90%, due February 2033	February 2023		1,500	4.95%		1,500	4.95%
$3,000, 5.35%, due May 2033(3)	February 2026		3,000	5.42%		—	N.A
$1,750, 4.30%, due July 2034	July 2014		1,750	4.30%		1,750	4.30%
$1,750, 4.70%, due September 2034	September 2024		1,750	4.77%		1,750	4.77%
$1,250, 3.90%, due May 2035	May 2015		1,250	4.00%		1,250	4.00%
$1,750, 5.50%, due August 2035	February 2025		1,750	5.55%		1,750	5.55%
$4,000, 5.20%, due September 2035(3)	September 2025		4,000	5.25%		—	N.A
$5,000, 5.70%, due February 2036(3)	February 2026		5,000	5.78%		—	N.A
$1,250, 3.85%, due July 2036	July 2016		1,250	3.89%		1,250	3.89%
$1,750, 3.80%, due November 2037	November 2017		1,750	3.86%		1,750	3.86%
$1,250, 6.50%, due April 2038	April 2008		1,250	6.51%		1,250	6.51%
$1,250, 6.125%, due July 2039	July 2009		1,250	6.17%		1,250	6.17%
$3,000, 3.60%, due April 2040	April 2020		3,000	3.64%		3,000	3.64%
$2,250, 5.375%, due July 2040	July 2010		2,250	5.45%		2,250	5.45%
$2,250, 3.65%, due March 2041	March 2021		2,250	3.72%		2,250	3.72%
$1,000, 4.50%, due July 2044	July 2014		1,000	4.50%		1,000	4.50%
$2,000, 4.125%, due May 2045	May 2015		2,000	4.20%		2,000	4.20%
$2,500, 5.875%, due September 2045(3)	September 2025		2,500	5.91%		—	N.A
$2,250, 6.55%, due February 2046(3)	February 2026		2,250	6.59%		—	N.A
$3,000, 4.00%, due July 2046	July 2016		3,000	4.03%		3,000	4.03%
$2,250, 4.00%, due November 2047	November 2017		2,250	4.05%		2,250	4.05%
$4,500, 3.60%, due April 2050	April 2020		4,500	3.64%		4,500	3.64%
$3,250, 3.95%, due March 2051	March 2021		3,250	3.98%		3,250	3.98%
$2,500, 6.90%, due November 2052	November 2022		2,500	6.94%		2,500	6.94%
$2,250, 5.55%, due February 2053	February 2023		2,250	5.62%		2,250	5.62%
$1,750, 5.375%, due September 2054	September 2024		1,750	5.43%		1,750	5.43%
$1,250, 4.375%, due May 2055	May 2015		1,250	4.44%		1,250	4.44%
$1,750, 6.00%, due August 2055	February 2025		1,750	6.04%		1,750	6.04%
$3,500, 5.95%, due September 2055(3)	September 2025		3,500	6.05%		—	N.A
$5,000, 6.70%, due February 2056(3)	February 2026		5,000	6.74%		—	N.A
$3,500, 3.85%, due April 2060	April 2020		3,500	3.89%		3,500	3.89%
$1,500, 4.10%, due March 2061	March 2021		1,500	4.13%		1,500	4.13%

		May 31,
		2026				2025
(Amounts in millions)	Date of Issuance	Amount			Effective Interest Rate	Amount			Effective Interest Rate
$1,250, 5.50%, due September 2064	September 2024		1,250		5.55%		1,250		5.55%
$1,000, 6.125%, due August 2065	February 2025		1,000		6.17%		1,000		6.17%
$2,000, 6.10%, due September 2065(3)	September 2025		2,000		6.17%		—		N.A
$2,750, 6.85%, due February 2066(3)	February 2026		2,750		6.89%		—		N.A
Floating-rate senior notes:
$500, Compounded SOFR plus 0.76%, due August 2028	February 2025		500		4.43%		500		5.28%
$500, Compounded SOFR plus 1.11%, due February 2029(3)	February 2026		500		4.78%		—		N.A
Term loan credit agreements:
$5,630, SOFR plus 1.35%, due August 2027(2)	June 2024		5,137		5.29%		5,419		6.10%
Commercial paper notes			1,468		4.35%		2,294		4.88%
Other borrowings due August 2025	November 2016		—		N.A		113		3.53%
Total senior notes and other borrowings		$	130,105			$	92,917
Unamortized discount/issuance costs			(564	)			(348	)
Hedge accounting fair value adjustments(1)			—				(1	)
Total notes payable and other borrowings		$	129,541			$	92,568
Notes payable and other borrowings, current		$	7,199			$	7,271
Notes payable and other borrowings, non-current		$	122,342			$	85,297

(1)In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2025 after consideration of the cross-currency interest rate swap agreements were 7.77% for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges. The July 2025 Notes were repaid in full upon maturity in July 2025.

(2)In fiscal 2023, we entered into certain interest rate swap agreements that have the economic effect of converting our $4.7 billion of floating-rate borrowings pursuant to the Term Loan Credit Agreement (defined below) until its repayment and subsequently, borrowings under the Term Loan Credit Agreement 2 (defined below) for the same amount to fixed-rate borrowings with a fixed annual interest rate of 3.07%, plus a margin depending on the credit rating assigned to our long-term senior unsecured debt, as further discussed below. The effective interest rates after consideration of the interest rate swap agreements were 4.74% for each of fiscal 2026 and 2025, for borrowings under the Term Loan Credit Agreement 2 (defined below). Refer to Note 1 for a description of our accounting for cash flow hedges.

(3)In fiscal 2026, we issued $43.0 billion of senior notes for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of our common stock.

Future principal payments for all of our borrowings at May 31, 2026 were as follows (in millions):

Fiscal 2027	$	7,210
Fiscal 2028		10,145
Fiscal 2029		5,500
Fiscal 2030		7,250
Fiscal 2031		9,750
Thereafter		90,250
Total	$	130,105

Senior Notes

Interest is payable semi-annually for the senior notes listed in the above table, except for the floating-rate senior notes for which interest is payable quarterly. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances except for the floating-rate senior notes, which may not be redeemed prior to their maturity.

The senior notes rank pari passu with all existing and future notes issued pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation, including the Revolving Credit Agreement and the Term Loan Credit Agreement 2, each as defined and described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes and Commercial Paper Notes (defined below),

borrowings under the Term Loan Credit Agreement 2 (defined below) and any future borrowings pursuant to the Revolving Credit Agreement. We were in compliance with all debt-related covenants at May 31, 2026.

Revolving Credit Agreement

On March 6, 2026, we terminated our existing $6.0 billion, five-year revolving credit agreement among us, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which was originally scheduled to terminate on March 8, 2027. On March 6, 2026, we entered into a new $10.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement) among us, as borrower, Bank of America, N.A., as administrative agent, and the lenders and other agents named therein, which provides for an unsecured $10.0 billion, five-year revolving credit facility (the Revolving Facility) to us for working capital purposes and for other general corporate purposes.

Subject to certain conditions stated in the Revolving Credit Agreement, we may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 6, 2031, unless the commitments are terminated earlier either at our request or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term Secured Overnight Financing Rate (SOFR)-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis point to 50.0 basis points, depending on the same such credit rating, each as set forth in the Revolving Credit Agreement. As of May 31, 2026, we did not have any outstanding borrowings under the Revolving Credit Agreement.

The Revolving Credit Agreement contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the Revolving Credit Agreement) of Oracle and its subsidiaries shall not be less than 3.0 to 1.0 at the end of any fiscal quarter during the period that the Revolving Credit Agreement is effective. If an event of default occurs under the Revolving Credit Agreement and is not cured within applicable grace periods or waived, any unpaid amounts under the Revolving Credit Agreement may be declared immediately due and payable and the commitments under the agreement may be terminated.

Term Loan Credit Agreements

During fiscal 2023, pursuant to a term loan credit agreement (Term Loan Credit Agreement) providing for an aggregate term loan commitment of $5.6 billion, we borrowed $4.7 billion under term loan 1 facility (Term Loan 1 Facility) and $960 million under term loan 2 facility (Term Loan 2 Facility and, together with the Term Loan 1 Facility, the Term Loan Facilities).

During fiscal 2025, we terminated our 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. The critical terms of the Term Loan Credit Agreement 2 are similar to the critical terms of the Term Loan Credit Agreement, except for terms related to the interest, the consolidation of two term loan facilities under Term Loan Credit Agreement into a single facility under the Term Loan Credit Agreement 2 and the options to extend the Term Loan Credit Agreement 2. Interest is based on either (a) a Term SOFR-based formula plus a margin of 112.5 basis points to 162.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 12.5 basis points to 62.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement 2.

The Term Loan Credit Agreement 2 provides for repayment of borrowing as follows:

•an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026;

•an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and

•any remaining unpaid principal balance under the Term Loan Credit Agreement 2 will become fully due and payable on August 16, 2027 (subject to any extension of the Term Loan Credit Agreement 2 termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs.

The termination date of the Term Loan Credit Agreement 2 may be extended at our sole option by up to 2 years. The termination date of the Term Loan Credit Agreement 2 may also be further extended at each lender’s option by up to 2 years.

Commercial Paper Program and Commercial Paper Notes

On March 6, 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 and $2.3 billion of outstanding Commercial Paper Notes as of May 31, 2026 and 2025, respectively. We used the net proceeds from the issuance of commercial paper for general corporate purposes.