Description of the Plan |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| EBP 001 | |
| EBP, Description of Plan [Line Items] | |
| Description of the Plan | 1. DESCRIPTION OF THE PLAN The following description of the Oracle Corporation 401(k) Savings and Investment Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General The Plan is a defined contribution plan originally established in 1986 that has since been amended and for which Oracle Corporation (Oracle) is the current sponsor. The Plan was established for the purpose of providing retirement benefits for the United States (U.S.) employees of Oracle and its subsidiaries. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), with a salary reduction feature qualified under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the 401(k) Committee, members of which are appointed by the Executive Vice President, Human Resources. Fidelity Management Trust Company is the directed trustee of the Plan; Fidelity Investments Institutional Operations Company, Inc. (Fidelity) serves as the record keeper to maintain the individual accounts of each of the Plan’s participants. The Plan was under routine audit by the U.S. Department of Labor, which was concluded on July 24, 2025.
Eligibility As of December 31, 2025, all employees on the domestic payroll of Oracle and its subsidiaries that have adopted the Plan are eligible to participate in the Plan as of the first date, or any succeeding entry date following the date the employee is credited with one hour of service with Oracle. However, the following employees or classes of employees are not eligible to participate: (i) employees whose compensation and conditions of employment are subject to determination by collective bargaining; (ii) employees who are non-resident aliens and who received no earned income (within the meaning of the Code) from Oracle; (iii) workers who are performing services at an Oracle facility as an employee of a third-party entity that is not an employment agency; (iv) employees of employment agencies; and (v) persons who are not classified as employees for tax purposes.
Contributions Each year, participants may contribute up to 40% of their eligible compensation as defined by the Plan document, subject to the applicable limits determined by the Internal Revenue Service (IRS). Salary deferrals consist of pre-tax and/or Roth 401(k) contributions. Participants may also contribute up to 20% of their eligible compensation, subject to certain annual dollar limitations, on a post-tax basis. Oracle matches 50% of an active participant’s salary deferrals up to a maximum deferral of 6% of compensation for the pay period, with maximum aggregate matching of $5,100 in any calendar year. Oracle has the right, under the Plan, to discontinue or modify its matching contributions at any time. Participants may also contribute amounts representing distributions from other qualified plans. All of Oracle’s matching contributions are made in cash on a pre-tax basis.
Investment Options Participants direct the investment of their contributions and Oracle’s matching contributions into various investment options offered by the Plan. The Plan currently offers investments in Oracle’s common stock, common/collective trust funds, mutual funds, separately managed account funds (including a stable value fund) and a self-directed brokerage account feature (BrokerageLink). BrokerageLink allows participants to invest in a broader range of investment options beyond those designated by the Plan, including mutual funds, exchange-traded funds, individual equity securities and other permitted investments. Investments held within BrokerageLink accounts are participant-directed and are not selected, monitored or evaluated by the Plan’s fiduciaries to the same extent as the Plan’s core investment options. Accordingly, participants assume full responsibility for the selection, monitoring, and risks associated with investments made through BrokerageLink. BrokerageLink accounts may be subject to additional fees, including trading commissions, account maintenance fees and other transaction-based charges, which are charged directly to the participant’s account.
Participant Accounts Each participant’s account is credited with the participant’s and Oracle’s contributions and allocations of Plan earnings. All amounts in participant accounts are participant directed.
Vesting All elective contributions made by participants and earnings on those contributions are 100% vested at all times. Participants’ vesting in Oracle’s matching contributions is based on years of service. Participants are 25% vested after one year of service and vest an additional 25% on each successive service anniversary date, becoming 100% vested after four years of service. Participants forfeit the nonvested portion of their accounts in the Plan upon termination of employment with Oracle. Forfeited balances of terminated participants’ nonvested accounts may be used at Oracle’s discretion, as outlined in the Plan, to reduce its matching contribution obligations. During the year ended December 31, 2025, Oracle used approximately $12,400,000 of forfeited balances to reduce its matching contribution obligations. The amounts of unallocated forfeitures as of December 31, 2025 and 2024 were approximately $408,000 and $388,000, respectively.
Notes Receivable from Participants Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms may not exceed five years unless the loan is used to purchase a participant’s principal residence, in which case repayment terms may not exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at a rate determined by the 401(k) Committee. Principal and interest is paid ratably through payroll deductions and participants may elect to submit additional payments outside of payroll deductions in order to reduce principal loan balances on an accelerated basis. Loans are generally due in full within 90 days of termination with Oracle unless the participant arranges for loan repayments to continue via monthly debit from a checking or savings account in a bank located in the United States. Payment of Benefits Upon termination of service, death, disability, or normal or early retirement, participants may elect to receive a lump-sum amount equal to the vested value of their account or may waive receipt of a lump sum benefit and elect to receive monthly, quarterly or annual installments, a partial distribution, or may request a rollover from the Plan to another eligible retirement plan. Failure of a participant to make an election of one of these options within 60 days is deemed to be an election to defer commencement of payment. If the participant’s account is valued at $1,000 or less, the amount is distributed in a lump sum. Distributions of investments in Oracle’s common stock may be taken in the form of common stock. Hardship withdrawals are permitted if certain criteria are met.
Administrative and Investment Expenses Substantially all administrative expenses of the Plan, including recordkeeping, trustee, audit and legal fees, are paid by Oracle, except for certain participant-directed expenses. Fees associated with participant loans, brokerage window accounts, and certain distribution or withdrawal transactions are charged directly to the applicable participant accounts. Investment management fees and operating expenses charged to the Plan for investments in the various funds are deducted from income earned on a daily basis and are reflected as a component of net appreciation in fair values of investments. Such fees are based on a percentage of assets invested and vary by investment option. Certain investment options may generate revenue credits or revenue sharing amounts (e.g., 12b-1 fees or sub-transfer agency fees) that are received by the Plan’s recordkeeper. To the extent applicable, these amounts are used to offset Plan’s administrative expenses or are allocated back to participants invested in the applicable funds, in accordance with Plan provisions. Oracle, at its discretion, may also choose to utilize forfeited balances of terminated participants’ nonvested accounts to pay for reasonable expenses related to the administration of the Plan. The Plan’s fiduciaries periodically review the reasonableness of administrative and investment-related fees, including benchmarking against comparable defined contribution plans.
Plan Termination Although it has not expressed any intent to do so, Oracle has the right, under provisions of the Plan, to terminate the Plan, subject to the provisions of ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts. |