Fiscal period ending 2026-05-31 versus 2025-05-31
— view filing on EDGAR →
The risk profile has deteriorated broadly and materially across at least six distinct themes, anchored by a 40% debt surge to $129.5B with new covenant and credit-rating cascade risks, a major CEO succession, and a wave of new capital structure exposures from mandatory convertible preferred stock and ATM dilution. AI-driven risks now permeate operations, cybersecurity, workforce, and regulatory dimensions simultaneously, while new concrete litigation (securities class action) and first-time FDA/healthcare regulatory disclosures add further severity. The breadth and severity of simultaneous worsening across governance, debt, technology, workforce, legal, and regulatory themes clears the bar for a pervasive, major shift.
15 company-specific
· 3 common-mode
Company-specific changes
Revised
Major CEO succession: Magouyrk and Sicilia elevated to co-CEOs; Catz transitioned from CEO to Executive Vice Chair. Significant leadership restructuring with governance implications.
Table of Contents Information About Our Executive Officers Our executive officers are listed below: Name Office(s) Lawrence J. Ellison Executive Chair of the Board of Directors and Chief Technology…
Revised
Substantially expanded disclosure of material operational and financial risks: customer non-payment/non-performance, power constraints from AI demand, regulatory/permitting delays, long-term power agreements misaligned with customer contracts, and execution risks in data center expansion.
If we are unable to secure data center capacity at affordable rates or do not accurately plan for and manage our infrastructure capacity requirements, our profitability may decline. To grow our OCI…
Revised
New disclosure of actual securities class action lawsuit against company and officers, shifting from hypothetical risk to concrete litigation exposure.
Risks Related to Our Common and Preferred Stock Our stock price could become more volatile and your investment could lose value. All of the factors discussed within this Risk Factors section have…
New
New disclosure of mandatory convertible preferred stock with senior liquidation preference and dividend priority over common stock. Material capital structure change affecting common equity value and subordination risk.
Our common stock ranks junior to our Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, winding-up or dissolution.…
New
New disclosure of Mandatory Convertible Preferred Stock, ATM Program, and dilution risks. Material capital structure changes affecting common shareholders.
Risks Related to our Common and Preferred Stock • Our stock price could become more volatile and your investment could lose value. • Conversion of our 6.50% Series D Mandatory Convertible…
Revised
New disclosure of AI-driven workforce reductions and existing restructuring plan escalates restructuring risk from periodic/potential to ongoing and technology-driven.
Our periodic workforce restructurings and reorganizations can be disruptive. We have an existing restructuring plan in place under which we have made, and will continue to make, adjustments to our…
Revised
Added specific AI talent scarcity risk and reskilling challenges; escalated stock volatility language from conditional to observed fact.
We may lose key employees or may be unable to hire enough qualified employees. We rely on hiring qualified employees and retaining our senior management, including our Executive Chair of the Board…
Revised
Company now discloses it has medical devices registered with FDA and faces Anti-Kickback Statute, False Claims Act, and whistleblower liability risks—material new regulatory exposures not previously detailed.
The healthcare industry is highly regulated, and thus, we are subject to several laws, regulations and industry initiatives, non-compliance with certain of which could adversely affect our healthcare…
Revised
Debt increased 40% ($92.6B to $129.5B). New disclosures: variable-rate exposure, credit market disruptions, covenant risks, and credit-rating cascading effects on contracts and collateral.
There are risks associated with our outstanding and future indebtedness. As of May 31, 2026, we had an aggregate of $129.5 billion of outstanding indebtedness that will mature between calendar year…
New
New disclosure of material dilution risk from mandatory convertible preferred stock, ATM program, and dividend-in-shares arrangements. Substantive capital structure change.
Conversion of our 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…
New
New disclosure of material dilution and stock price pressure risks from ATM program, mandatory convertible preferred, and depositary shares. Substantive capital structure risk.
The ATM Program, the Mandatory Convertible Preferred Stock or our depositary shares may adversely affect the market price of our common stock, and we cannot guarantee that our ATM Program will be…
Revised
Added geopolitical risk (Middle East conflicts), component specificity (memory devices), unplanned repair/replacement costs, data center penalties, and inventory loss risks.
Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, including the sourcing of technologies and components, the results of these businesses…
Revised
Scope expanded from acquisitions alone to include joint ventures and strategic alliances. New explicit risks added: privacy/data collection, content moderation/censorship, system outages.
Acquisitions, joint ventures and strategic alliances present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction. We regularly…
Revised
Added explicit risk of losing tax incentives; expanded audit dispute categories (foreign credits, earned profits); broadened digital tax exposure language.
We may be subjected to increased taxes due to changes in U.S. or international tax laws, the inability to obtain or retain tax incentives, or from adverse resolutions of tax audits and controversies.…
Revised
Removed specific Ampere investment disclosure; added cloud infrastructure buildout delay risk and capex volatility from tariffs/supply chain. Net effect: broader operational uncertainties.
Table of Contents Financial Risks Our operations can be difficult for us to predict because our quarterly results of operations may fluctuate significantly based on a number of factors. Our revenues…
Also disclosed — common-mode (AI regulatory compliance, AI cybersecurity escalation, Geopolitical macro uncertainty)
AI regulatory compliance
Revised
Escalated AI risk disclosure: added specific cost overrun risk, expanded regulatory detail (EU AI Act, state/federal frameworks), new risks around model errors, data quality, and government restrictions on compute/infrastructure.
Our AI products may not operate as anticipated, which could adversely affect our reputation, revenues and profitability. Machine learning and AI, including generative AI, agentic AI and LLMs, are…
AI cybersecurity escalation
Revised
New disclosure of AI-related cybersecurity risks, including susceptibility to malicious code, manipulation, and sophisticated attacks. Escalates threat landscape and remediation challenges.
Data Privacy, Cybersecurity and Intellectual Property Risks We are subject to business, financial and reputational risks related to cybersecurity incidents and data breaches. Our products and…
Geopolitical macro uncertainty
Revised
Added specific geopolitical risks: Middle East conflicts, Venezuela destabilization, U.S.-China trade/tariff escalation, GPU/cloud access restrictions, and bank failure/asset seizure risks. Substantively expands disclosed exposure.
Our international sales and operations and global customer base subject us to additional risks, including trade restrictions, export controls and sanctions, that can adversely affect our operating…