Complaint for Violations of the Federal Securities Laws Against Safra A. Catz, Lawrence J. Ellison, Douglas Kehring, Clayton M. Magouyrk, Oracle Corporation, Michael D. Sicilia , Filed by Jackson County Employees Retirement System. (Attachments: # 1 Attachment - Civil Cover Sheet)
1This is a securities class action on behalf of all purchasers of Oracle securities between June 12, 2025 and December 16, 2025, inclusive (the “Class Period”), seeking to pursue remedies under the Securities Exchange Act of 1934 (the “1934 Act”) against Oracle and certain of the Company’s executive officers.
JURISDICTION AND VENUE
2The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the 1934 Act, 15 U.S.C. §§78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder, 17 C.F.R. §240.10b-5. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §1331 and §27 of the 1934 Act, 15 U.S.C. §78aa.
3Venue is proper in this District pursuant to 28 U.S.C. §1391(b), and §27 of the 1934 Act, because certain of the events or omissions giving rise to the claim occurred in this District, including the dissemination of the alleged false and misleading statements into this District. In addition, Oracle has been involved in a multi-year effort to move its corporate headquarters to Nashville, Tennessee, and its current Co-Chief Executive Officer (“CEO”) Clayton M. Magouyrk resides in this District.
4In connection with the acts alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications, and the facilities of the national securities markets.
PARTIES
5Plaintiff Jackson County Employees’ Retirement System, as set forth in the certification attached hereto and incorporated by reference herein, purchased Oracle securities during the Class Period and has been damaged thereby.
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6Defendant Oracle Corporation is a multinational technology company that has been in the process of moving its corporate headquarters to Nashville since 2021. The Company is currently constructing its worldwide headquarters along the East Bank of Nashville’s riverfront. Oracle common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol
“ORCL.”
7Defendant Safra A. Catz (“Catz”) served as Oracle’s CEO, its Principal Executive and Financial Officer, and a member of the Company’s Board of Directors (the “Board”) until September 22, 2025. After September 22, 2025, defendant Catz became the Executive Vice Chair of the Board.
8Defendant Clayton M. Magouyrk (“Magouyrk”) has served as Oracle’s Co-CEO and a member of the Board since September 22, 2025. Defendant Magouyrk served as President, Oracle Cloud Infrastructure prior to this time.
9Defendant Michael D. Sicilia (“Sicilia”) has served as Oracle’s Co-CEO and a member of the Board since September 22, 2025. Defendant Sicilia served as President, Oracle Industries prior to this time.
10Defendant Douglas Kehring (“Kehring”) has served as Oracle’s Executive Vice President (“EVP”), Principal Financial Officer since September 22, 2025. Defendant Kehring served as Oracle’s EVP of Operations prior to this time.
11Defendant Lawrence J. Ellison (“Ellison”) co-founded Oracle and served as its Chief Technology Officer (“CTO”) and Executive Chairman of the Board during the Class Period.
12Defendants Catz, Magouyrk, Sicilia, Kehring, and Ellison are collectively referred to herein as the “Individual Defendants.”
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13Each of the Individual Defendants was directly involved in the management and day- to-day operations of the Company at the highest levels and was privy to confidential proprietary information concerning the Company and its business, operations, services, partners, and present and future business prospects, as alleged herein. In addition, the Individual Defendants were involved in drafting, producing, reviewing, and/or disseminating the false and misleading statements and information alleged herein, were aware of, or recklessly disregarded, the false and misleading statements being issued regarding the Company, and approved or ratified these statements, in violation of the federal securities laws.
14As officers and controlling persons of a publicly held company whose securities are registered with the SEC pursuant to the 1934 Act and trade on the NYSE, which is governed by the provisions of the federal securities laws, the Individual Defendants each had a duty to promptly disseminate accurate and truthful information with respect to the Company’s operations, business, services, partners, and present and future business prospects. In addition, the Individual Defendants each had a duty to correct any previously issued statements that had become materially misleading or untrue, so that the market price of Oracle securities would be based upon truthful and accurate information. Defendants’ false and misleading misrepresentations and omissions during the Class Period violated these specific requirements and obligations.
15The Individual Defendants, because of their positions of control and authority as officers and/or directors of the Company, were able to, and did, control the content of the various SEC filings, press releases, and other public statements pertaining to the Company during the Class Period. Each Individual Defendant was provided with copies of the documents alleged herein to be misleading before or shortly after their issuance, participated in conference calls with investors during which false and misleading statements were made, and/or had the ability and/or opportunity
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to prevent their issuance or cause them to be corrected. Accordingly, each Individual Defendant is responsible for the accuracy of the public statements detailed herein and is, therefore, primarily liable for the representations contained therein.
BACKGROUND
16Oracle is one of the largest technology companies in the world. Founded in 1977, the Company became a leading purveyor of multi-model database management systems. Over the decades, Oracle has grown to provide a wide array of products and services related to its customers’ enterprise information technology (“IT”) needs. Oracle’s IT models include enterprise applications and infrastructure offerings deployed on premises or through cloud-based and hybrid models.
17Oracle operates three business segments: (i) Cloud & License; (ii) Hardware; and (iii) Services. Oracle’s largest and most important business segment is Cloud & License, which accounted for $49.2 billion, or 86%, of Company revenues during its fiscal 2025.1 Oracle’s Cloud & License business engages in the sale and marketing of applications and infrastructure technologies, including: (i) cloud services offerings; (ii) cloud license and on-premise license offerings; and (iii) license support offerings.
18Oracle’s cloud services offerings accounted for roughly half of Oracle’s total Cloud & License business revenues in fiscal 2025. Oracle’s cloud services are divided into Oracle Cloud Applications (“OCA”) and Oracle Cloud Infrastructure (“OCI”). OCA offerings, sometimes denoted by the Company as cloud “software-as-a-service” or “SaaS” offerings, include Oracle software applications delivered via a cloud-based IT environment that the Company’s customers purchase by entering into a subscription agreement with Oracle for a set period. OCI offerings, sometimes denoted by the Company as “infrastructure as a service” or “IaaS” offerings, provide Oracle’s
Oracle’s fiscal year ends on May 31 of the calendar year. Thus, Oracle’s fiscal 2025 ended on May 31, 2025.
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Public U.S. federal court record (district court docket 73110442, document 1). Source via the RECAP Archive (Free Law Project). The same record is available from PACER. Informational only — not legal advice.