Oracle executives’ nearly $1 billion stock option awards fell out of the money after share slump

Oracle executives’ nearly $1 billion stock option awards fell out of the money after share slump

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2026-09-27 00:17:28
Oracle founder Larry Ellison and co-CEOs Clay Magouyrk and Mike Sicilia received stock option awards in fiscal 2026 with a combined grant-date fair value of about $988 million, according to Fortune and the company’s latest regulatory filing. But the awards lost their intrinsic value by the end of the fiscal year after Oracle’s stock retreated to around $137 from an earlier peak, leaving all of the options out of the money. Ellison’s strike price was set at $280 per share, while the two co-CEOs received options with a $308 strike price. The company’s operating results still showed strong top-line growth: fiscal 2026 revenue rose 17% to $67.4 billion, and Oracle Cloud Infrastructure revenue climbed 77% to $18.1 billion. Remaining performance obligations increased from $138 billion a year earlier to $638 billion. At the same time, Oracle’s capital spending expanded to $55.7 billion as it invested in AI and data center buildouts, pushing free cash flow to negative $23.7 billion. The company also raised funds through $43 billion in senior notes and an equity issuance. Oracle’s board said the compensation structure is designed to reward executives only when shareholders benefit, and shareholders are expected to cast an advisory vote on the pay package at the annual meeting on Nov. 18, 2026.

Oracle founder Larry Ellison and co-chief executives Clay Magouyrk and Mike Sicilia were granted stock options in fiscal 2026 with a combined grant-date fair value of nearly $1 billion, according to Fortune. By the end of the fiscal year, however, all of those awards were out of the money after Oracle shares pulled back sharply from earlier highs.

Option awards totaled about $988 million

Oracle’s latest regulatory filing showed grant-date fair values of $117.8 million for Ellison, $621.7 million for Magouyrk, and $248.7 million for Sicilia in fiscal 2026. That brought the combined value of the three awards to about $988 million.

Ellison’s options carried a strike price of $280 per share. The two co-CEOs received options with a strike price of $308. With Oracle stock falling to around $137 from a previous high, down more than 50%, the intrinsic value of those options had dropped to zero by the close of fiscal 2026, meaning none of the three executives could exercise them.

Cloud growth remained strong, but cash flow turned negative

Oracle reported fiscal 2026 revenue of $67.4 billion, up 17% from a year earlier. Oracle Cloud Infrastructure, or OCI, posted revenue of $18.1 billion, up 77% year over year.

Remaining performance obligations rose from $138 billion in the prior-year period to $638 billion. Still, the company’s spending surged as it expanded AI capacity and data centers. Capital expenditures reached $55.7 billion for the full year, and free cash flow turned negative $23.7 billion. Oracle also met funding needs through $43 billion in senior notes and an equity raise.

Board defended the pay structure ahead of shareholder vote

Oracle’s compensation committee said the fact that the options currently have no realizable exercise value shows the structure is working as intended. In its view, senior executives benefit only when they create excess value for shareholders. The company said it did not provide any additional compensation to offset the decline in option value.

Shareholders are expected to hold an advisory vote on the compensation package at Oracle’s annual meeting on Nov. 18, 2026.

Median employee pay slipped, and Ellison’s pledged shares were disclosed

Oracle’s global median employee pay fell from $98,899 in the previous fiscal year to $94,740.

The proxy filing also disclosed that Ellison had pledged about 413 million Oracle common shares as collateral for personal external financing. After review, the board said the arrangement did not pose a material risk to the company’s operations.

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