Oracle Corporation

New or substantially reworded (8)

• • Conversion of our 6.50% Series D Mandatory Convertible Preferred Stock (Mandatory Convertible Preferred Stock) and our depositary shares, or the payment of dividends on Mandatory Convertible Preferred Stock in shares of common stock, or the issuance of shares of our common stock under the At the Market (ATM) Program will dilute the ownership interest of the holders of our common stock.

• otherwise perform under their contracts with us, we could be locked into multi-year commitments for excess data center space and related capital expenditures, as well as associated financings, without receiving corresponding revenue. Read more

  In addition, the terms, renewal options and pricing adjustments in our long-term data center leases typically do not align with the duration and pricing of customer contracts, and if customers do not renew their contracts, we may be unable to re-lease, repurpose or assign such capacity on acceptable terms, if at all. Our business is, and may continue to be, exposed to risks of customer non-payment and non-performance. Our customer base and our policies and procedures to manage our exposure to credit risk, including through receipt of prepayments under some of our committed contracts, credit analysis and monitoring procedures, cannot fully eliminate customer…

• Our data center expansion depends on access to suitable, permitted build sites; Read more

  reliable and predictable power sources; networking hardware; and server availability, including graphics processing units, memory devices and other critical components. Data centers in geographies that we rely on may be unavailable on commercially reasonable terms or at all. Government-imposed limits or moratoria on data center construction in a given market could hinder our ability to execute our expansion plans or prevent us from completing planned data center projects. Even where suitable sites and capacity are available, our data center expansion plans are complex and subject to execution risks, including, among others, delays or cost increases related to design, engineering, permitting, construction, utility interconnection, equipment delivery and contractor performance. Our ability to build and operate…

• In addition, we depend on third parties to develop and deliver certain data center capacity and related infrastructure, and their inability to obtain financing, complete construction on schedule or manage construction cost overruns could delay the availability of data center space or increase our costs. We have faced, and may continue to face, challenges with securing reliable and cost-effective power sources for our data center energy demands, which are constrained globally due to the significant increase in demand for and limited availability of energy to power AI compute. These constraints on available power sources could disrupt operations at affected data centers or restrict our capacity to grow, adversely impacting our business, operating results, financial condition and prospects. In addition, power prices can be volatile, including due to extreme weather events and market…

• require retrofits or other incremental capital expenditures, and physical damage to data centers or key energy infrastructure from natural disasters, geopolitical events, terrorist events or other catastrophic events could adversely affect our profitability.

• • We have medical devices registered with the U.S. Food and Drug Administration and other foreign medical device regulators, and certain other products and solutions may now or in the future be regulated under the Federal Food, Drug and Cosmetics Act, as amended, and other foreign medical device laws. In instances where our healthcare products and services qualify as medical devices in countries where we do business, we could be subject to extensive requirements governing pre- and post-marketing activities, including labeling, manufacturing, adverse event reporting and pre-market regulatory approval, clearance or notification.

• • The federal Anti-Kickback Statute (AKS) prohibits us from knowingly and willfully soliciting, receiving, offering or providing remuneration (including any kickback or price concession) in exchange for referrals or the purchase, order, or recommendation of any products or services which are paid for by federal healthcare programs such as Medicare and Medicaid. The Centers for Medicare & Medicaid Services has stated that kickbacks have led to overutilization and increased costs of healthcare services, corruption of medical decision making, steering patients away from valid services or therapies and unfair, non-competitive service delivery. Certain of our products and services may now, or in the future, be subject to the AKS, the federal False Claims Act (FCA) and other fraud and abuse laws. In addition, a claim including products or services resulting from a violation of AKS constitutes…

• The healthcare industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Read more

  We have been, and in the future may become involved in routine, regular and special governmental inquiries, audits, reviews and assessments. Negative publicity may damage our reputation and expose us to regulatory scrutiny.

No longer in the text (2)

• Other countries also continue to consider changes to their tax laws that could negatively affect us by increasing taxes imposed on our international revenue streams, operations and cross-border transactions, including the imposition of taxes targeted at digital technology businesses and changes in withholding tax rules. A project led by the Organisation for Economic Co-operation and Development (OECD), an international association comprised of 38 countries including the U.S., over the last several years has resulted in changes to the basic design of the international tax system, including the implementation of a 15% minimum tax in over 50 countries, as well as proposed changes that would provide greater taxing rights to market jurisdictions where customers or users are located. There can be no assurance that these enacted changes, which are subject to ongoing OECD guidance and…

• On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and certain of its equity holders to acquire all of the equity interests of Ampere (the Ampere Acquisition). Read more

  The transaction is subject to customary closing conditions, including regulatory approvals, that are beyond our control. If the Ampere Acquisition closes, we will cease to be an investor in Ampere. During the period prior to closing the Ampere Acquisition, the amount of our investments in Ampere could increase for a variety of reasons and we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition. If the Ampere Acquisition does not close, we will continue to be exposed to the risk associated with our investments in Ampere as discussed above.