Every material Form 8-K Oracle has filed with the SEC since November 21, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Oracle issued 86,206,897 shares of common stock under an underwriting agreement dated November 2, 2026, with the offering closing on November 4, 2026. It also sold $10 billion of notes in five tranches maturing from 2029 to 2046, with net proceeds for general corporate purposes, which may include capital expenditures, debt repayment, acquisitions, dividends or buybacks. Shareholders face dilution from the new shares, and the filing does not state the net proceeds or how they will be allocated.
Common stock: 86,206,897 shares sold under an underwriting agreement with BofA Securities, Inc. as representative, closed November 4, 2026
Notes issued November 4, 2026: 7.000% due 2029 ($2.0 billion), 7.450% due 2031 ($1.75 billion), 7.850% due 2033 ($2.25 billion), 8.000% due 2037 ($2.5 billion), 8.650% due 2046 ($1.5 billion)
Net proceeds from both offerings will fund general corporate purposes, which may include capital expenditures, debt repayment, acquisitions and shareholder payouts
At its October 28, 2026 Investor Day, Oracle set long-term FY30 targets of $225 billion or more in total revenue, a non-GAAP operating margin of 40% or more, and non-GAAP EPS of $21 or more, and reaffirmed its fiscal 2027 outlook. Oracle also committed to limiting additional capital markets funding for its FY27-FY30 investment cycle to $20 billion, which matters to shareholders because it sets expectations for future equity dilution and debt.
FY30 targets: total revenue of $225 billion or more, non-GAAP operating margin of 40%+, and non-GAAP EPS of $21+
Positive free cash flow expected during the second half of FY28; free cash flow target of $30 billion+ for FY29
Additional capital raises through FY30 limited to $20 billion: $10 billion equity and $10 billion gross debt, excluding refinancing and following a $20 billion at-the-market equity raise in Q1 fiscal 2027
Fiscal 2027 outlook reaffirmed: total revenue of at least $90 billion and non-GAAP EPS of $8.10
Oracle disclosed that Executive Chair and CTO Larry Ellison has cancelled his 10b5-1 plan to sell Oracle stock. The company said no shares were sold under the plan before it was terminated, and Ellison has no other plans to sell his Oracle stock.
Oracle announced the cancellation in a press release dated September 12, 2026, filed as Exhibit 99.1.
No Oracle stock was sold under the 10b5-1 plan before its termination.
Ellison has no other plans to sell any of his Oracle stock, according to the release.
Oracle reported fiscal first-quarter 2027 results for the quarter ended August 31, 2026, with revenue up 30% to $19.3 billion and diluted GAAP EPS up 55% to $1.56. The company also gave Q2 and full fiscal 2027 guidance, including total revenue of at least $90 billion, and declared dividends. Free cash flow was negative $5.4 billion as capital expenditures reached $28.5 billion, a figure shareholders will watch alongside the growth in cloud revenue.
Total revenue $19.3 billion, up 30%; cloud revenue $11.6 billion, up 62%; cloud infrastructure $7.4 billion, up 121%
Diluted GAAP EPS $1.56, up 55%; non-GAAP EPS $1.92, up 30%
Operating cash flow $23.1 billion, but free cash flow was negative $5.4 billion
Common dividend $0.50 per share payable October 23, 2026 (record date October 9); preferred dividend $1,625 per share payable October 15, 2026
Oracle reported fiscal fourth-quarter 2026 total revenues of $19.2 billion, up 21%, and GAAP diluted earnings per share of $1.45, up 21%. The company raised its fiscal 2027 non-GAAP EPS guidance to $8.05 and confirmed its prior revenue guidance of $90 billion, while fiscal 2026 free cash flow was negative $23.7 billion. The board also declared a $0.50 per share common stock dividend payable July 24, 2026.
Q4 non-GAAP EPS was $2.11, up 24%; the company said one-time investment gains were included, and excluding them Q4 non-GAAP EPS would be $2.03, up 20%.
Q4 Cloud revenues were $9.9 billion, up 47%, with Cloud Infrastructure (IaaS) up 93% to $5.8 billion.
Q4 restructuring and other expense was $823 million, compared with $83 million a year earlier.
Fiscal 2026 capital expenditures were $55.7 billion and free cash flow was negative $23.7 billion; the common dividend is $0.50 per share, with a July 10, 2026 record date and July 24, 2026 payment date.
Oracle's board unanimously elected Tomislav Mihaljevic as a director effective immediately, with the election dated May 6, 2026, and announced in a May 12, 2026 press release. The filing says the board was increased to 13 members and that he has not been named to any committee at this time, so the change adds a board member without changing executive leadership.
Board elected Dr. Tomislav Mihaljevic effective May 6, 2026; the board size was increased to 13.
Dr. Mihaljevic is CEO and President of Cleveland Clinic, a position he has held since January 2018.
He is not currently on any board committee; he will receive restricted stock units on May 31, 2026 that fully vest on the first anniversary of the grant.
Directors serve one-year terms and will next stand for election at the annual meeting in November 2026.
Oracle appointed Hilary Maxson, formerly Executive Vice President and Group Chief Financial Officer of Schneider Electric, as its Chief Financial Officer effective April 6, 2026. Douglas Kehring stepped down as principal financial officer on the same date and will remain Executive Vice President, Operations, and the filing lists her pay package, including an intended equity grant of $26 million.
Hilary Maxson, 48, reports to CEO Clay Magouyrk and will serve as Oracle's Principal Financial Officer starting April 6, 2026.
Douglas Kehring steps down as principal financial officer and Section 16 officer effective April 6, 2026, and continues as Executive Vice President, Operations.
Maxson's pay includes a $950,000 annual base salary, a $2.5 million target bonus prorated to the May 31, 2026 fiscal year end, and an intended equity grant of $26 million, 80% time-based and 20% performance-based.
Oracle reported fiscal third-quarter 2026 results for the period ended February 28, 2026, with total revenue of $17.2 billion, up 22% in US dollars, and GAAP diluted earnings per share of $1.27, up 24%. The company raised its fiscal 2027 total revenue guidance to $90 billion and kept its fiscal 2026 revenue ($67 billion) and capital expenditure ($50 billion) outlook unchanged, and it also declared dividends of $0.50 per common share payable April 24, 2026.
Q3 total revenue $17.2 billion, up 22% in USD; GAAP net income $3.7 billion
Non-GAAP diluted EPS $1.79, up 21% in USD; GAAP diluted EPS $1.27, up 24%
Fiscal 2027 total revenue guidance raised to $90 billion; fiscal 2026 guidance unchanged
Common stock dividend of $0.50 per share, record date April 9, 2026, payable April 24, 2026
Oracle sold 100,000,000 depositary shares, each representing a 1/2,000th interest in its 6.50% Series D Mandatory Convertible Preferred Stock, under an underwriting agreement dated February 2, 2026; the offering closed February 5, 2026. Until the preferred stock is converted or redeemed, Oracle cannot pay common stock dividends or buy back common shares unless all accumulated preferred dividends have been paid, and the preferred stock converts into common shares on January 15, 2029 based on a 20-day average price, which will determine how many new common shares are issued.
100,000,000 depositary shares sold under an underwriting agreement dated February 2, 2026; the offering closed February 5, 2026.
Each depositary share represents a 1/2,000th interest in a share with a $100,000 liquidation preference.
Dividends accrue at 6.50% a year, payable January 15, April 15, July 15 and October 15 from April 15, 2026 through January 15, 2029.
Mandatory conversion into between 499.8126 and 624.7657 common shares per preferred share, based on the 20-day VWAP ending before January 15, 2029.
On February 4, 2026, Oracle completed a $25 billion offering of eight tranches of notes maturing between 2029 and 2066. Two days earlier, it agreed to an equity distribution program that lets sales agents sell up to $20.0 billion of common stock, though Oracle is not obligated to sell any shares. For shareholders, the new debt adds to Oracle's borrowings, and any share sales under the program would increase the number of shares outstanding.
Notes totaling $25 billion: $500 million Floating Rate Notes due 2029 up to $5.0 billion 5.700% Notes due 2036 and 6.700% Notes due 2056, with the 6.850% Notes due 2066 at $2.75 billion.
Net proceeds are for general corporate purposes, including capital expenditures, repayment of debt, investments or acquisitions, and dividends or share repurchases.
At-the-market program dated February 2, 2026 covers up to $20.0 billion of common stock, with 15 sales agents after a February 3, 2026 joinder.
Sales agents may receive a commission of up to 0.50% of gross proceeds from each share sale.
Oracle disclosed that directors George H. Conrades and Naomi O. Seligman are retiring from its board effective immediately, after 18 and 20 years of service, respectively. The filing states neither retirement resulted from any dispute or disagreement with Oracle on its operations, policies or practices.
George H. Conrades, age 86, notified the Board on January 5, 2026 of his retirement after 18 years of service
Naomi O. Seligman, age 87, notified the Board on January 7, 2026 of her retirement after 20 years of service
Both retirements are effective immediately; the filing states no disagreement with Oracle led to either departure
Oracle reported fiscal second-quarter 2026 results for the period ended November 30, 2025, with total revenue up 14% to $16.1 billion and GAAP diluted earnings per share of $2.10, up 91%. GAAP EPS was helped by a $2.7 billion pre-tax gain on the sale of Oracle's interest in Ampere, and software revenue fell 3%. The board also declared a quarterly dividend of $0.50 per share, payable January 23, 2026.
Total revenue $16.1 billion, up 14% in US dollars; cloud revenue $8.0 billion, up 34%; software revenue $5.9 billion, down 3%
GAAP diluted EPS $2.10, up 91%; non-GAAP diluted EPS $2.26, up 54%
$2.7 billion pre-tax gain on the sale of Oracle's Ampere interest positively affected both GAAP and non-GAAP EPS
Quarterly dividend of $0.50 per share; record date January 9, 2026; payment date January 23, 2026
Oracle's board unanimously elected Stephen Rusckowski as a director effective November 18, 2025, and increased the board to 14 seats. At the same day's annual meeting, stockholders elected all 13 director nominees, cast a majority of votes in favor of the advisory say-on-pay proposal, and ratified Ernst & Young LLP as auditor for fiscal 2026.
Stephen Rusckowski, former CEO and President of Quest Diagnostics (2012 to 2022), elected to the board effective November 18, 2025
Board size increased to 14; he will receive pro rata restricted stock units and standard non-employee director cash compensation
Say-on-pay advisory vote: 1,922,942,188 shares for and 423,773,929 against
Ernst & Young LLP ratified as auditor for fiscal year ending May 31, 2026, with 2,549,762,065 shares for and 63,419,255 against
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