In fiscal 2021, we adopted the 2020 Equity Incentive Plan, which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022 and 2024, our stockholders, upon the recommendation of the Board, approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (as amended and restated, the 2020 Plan), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares and 350 million shares, respectively. Approximately 348 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2026. Under the 2020 Plan, for each share granted as a full value award in the form of an RSU, an equivalent of 2.5 shares is deducted from our pool of shares available for grant.

As of May 31, 2026, the 2020 Plan had 77 million unvested restricted stock units (RSUs) outstanding, 3 million PSOs outstanding of which 1 million shares were vested and service-based stock options (SOs) to purchase 17 million shares of common stock outstanding of which 4 million shares were vested. To date, we have not issued any stock purchase rights or stock appreciation rights under the 2020 Plan.

The vesting schedule for all awards granted under the 2020 Plan is established by the Compensation Committee of the Board (the Compensation Committee). RSUs generally require service-based vesting over four years. The SOs were granted with an exercise price not less than the closing share price of our common stock on the grant date, generally become exercisable over four years of service, and generally expire ten years from the date of grant. The PSOs were granted with an exercise price not less than the closing share price of our common stock on the grant date and expire ten years from the date of grant.

The 1993 Directors’ Stock Plan (the Directors’ Plan) provides for the issuance of RSUs and other stock-based awards, including non-qualified SOs, to non-employee directors. The Directors’ Plan has been amended and restated from time to time. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance

(including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). Currently, we only grant RSUs that vest fully on the one-year anniversary of the date of grant. In fiscal 2016, the Directors’ Plan was amended to permit the Compensation Committee to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors’ Plan. In fiscal 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director to $350,000 and eliminated all equity grants for chairing Board committees. As of May 31, 2026, approximately 13,000 unvested RSUs were outstanding under the Directors’ Plan. As of May 31, 2026, approximately 1 million shares were available for future stock awards under this plan.

The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2026:


	Restricted Stock-Based Awards Outstanding
(in millions, except fair value)	Number of Shares			Weighted-Average Grant Date Fair Value
Balance, May 31, 2023		152		$	69.09
Granted		47		$	110.26
Vested and issued		(53	)	$	66.97
Canceled		(8	)	$	77.52
Balance, May 31, 2024		138		$	83.43
Granted		38		$	159.11
Vested and issued		(52	)	$	78.30
Canceled		(7	)	$	99.44
Balance, May 31, 2025		117		$	108.91
Granted		23		$	243.23
Vested and issued		(47	)	$	98.06
Canceled		(12	)	$	132.82
Balance, May 31, 2026		81		$	149.88

The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2026, 2025 and 2024 were $4.7 billion, $4.0 billion and $3.5 billion, respectively. As of May 31, 2026, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $8.9 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.72 years.

The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the 2020 Plan and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2026:


	Options Outstanding
(in millions, except exercise price)	Shares Under Stock Option			Weighted-Average Exercise Price
Balance, May 31, 2023		64		$	45.42
Granted and assumed		2		$	113.91
Exercised		(15	)	$	34.84
Balance, May 31, 2024		51		$	51.05
Granted		—		$	—
Exercised		(10	)	$	44.84
Balance, May 31, 2025		41		$	52.58
Granted		15		$	279.53
Exercised		(25	)	$	50.04
Canceled		(10	)	$	60.51
Balance, May 31, 2026		21		$	217.63

Stock options outstanding that have vested and that are expected to vest as of May 31, 2026 were as follows:


	Outstanding Stock Options (in millions)		Weighted-Average Exercise Price		Weighted-Average Remaining Contract Term (in years)		Aggregate Intrinsic Value(1) (in millions)
Vested		5	$	49.37		1.64	$	789
Expected to vest(2)		15	$	275.90		9.35		95
Total		20	$	223.97		7.58	$	884

(1)

The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2026 of $225.78 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.

(2)

The unrecognized compensation expense calculated under the fair value method for shares expected to vest as of May 31, 2026 was $1.8 billion and is expected to be recognized over a weighted-average period of 3.30 years. Approximately 1 million shares outstanding as of May 31, 2026 were not expected to vest.

We estimated the fair values of our SOs and PSOs using the Black-Scholes-Merton option-pricing model, which was developed for use in estimating the fair values of SOs. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of assumptions, including stock price volatility. Changes in the input assumptions can affect the fair value estimates and ultimately how much we recognize as stock-based compensation expense. The fair values of our SOs and PSOs were estimated at the grant dates. The weighted-average input assumptions used and resulting fair values of our SOs and PSOs were as follows for fiscal 2026:

The expected life input is based on historical exercise patterns and post-vesting termination behavior, the risk-free interest rate input is based on U.S. Treasury instruments, the annualized dividend yield input is based on the per share dividend declared by the Board and the volatility input is calculated based on the implied volatility of our publicly traded options.

Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations:


	Year Ended May 31,
(in millions)	2026			2025			2024
Cloud and software	$	622		$	609		$	525
Hardware		27			29			23
Services		210			202			167
Sales and marketing		759			757			667
Research and development		2,805			2,638			2,225
General and administrative		388			439			367
Total stock-based compensation	$	4,811		$	4,674		$	3,974
Estimated income tax benefit included in provision for income taxes		(1,100	)		(1,050	)		(913	)
Total stock-based compensation, net of estimated income tax benefit	$	3,711		$	3,624		$	3,061

Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards

Total cash received as a result of stock option exercises was approximately $1.2 billion, $448 million and $545 million for fiscal 2026, 2025 and 2024, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $17.0 billion, $9.0 billion and $7.4 billion for fiscal 2026, 2025 and 2024. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $4.0 billion, $2.1 billion and $1.7 billion for fiscal 2026, 2025 and 2024, respectively.

We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2026, 33 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 1 million shares in each of fiscal 2026 and 2025 and 2 million shares in fiscal 2024 under the Purchase Plan.

We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $478 million, $485 million and $468 million for fiscal 2026, 2025 and 2024, respectively. In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $194 million, $206 million and $200 million in fiscal 2026, 2025 and 2024, respectively.

We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $1.4 billion and approximately $1.1 billion as of May 31, 2026 and 2025, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets.

We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $73 million, $69 million and $71 million for fiscal 2026, 2025 and 2024, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2026 were $1.1 billion and $256 million, respectively, and as of May 31, 2025 were $1.1 billion and $350 million, respectively.