ORCL files Form 144 for $474 million share sale, 0.08% of float

Rhea-AI Filing Summary

Oracle Corp. (ORCL) – Key take-aways from the Form 144 filing

A Form 144 dated 06/20/2025 discloses a planned sale of 2,284,371 Oracle common shares through Fidelity Brokerage Services LLC on the NYSE. The filing assigns an aggregate market value of $474,221,028 to the block. With total shares outstanding listed at 2,808,833,000, the proposed disposition equals roughly 0.08 % of Oracle’s share count, a level that is not expected to affect overall liquidity or control.

The shares were acquired the same day via a stock-option exercise and will be sold for cash. The form reports no prior sales within the last three months and contains the standard certification that the filer is unaware of undisclosed adverse information. Identification fields for the seller’s name, CIK and other personal details are blank, so the specific insider has not yet been publicly confirmed; investors typically receive that information later via a Form 4.

Form 144 notices are routine for insiders and affiliates who intend to rely on Rule 144 resale exemptions. Nevertheless, the $474 million size makes the transaction noteworthy, and the market may watch for (i) actual execution of the trade, (ii) any clustering of additional insider sales, and (iii) subsequent regulatory filings that reveal the seller’s role and share-ownership changes.

Positive

• None.

Negative

• Large proposed insider sale of 2.28 million shares valued at $474 million could introduce selling pressure or signal profit-taking by a significant holder.

Insights

Securities Analyst

TL;DR: $474 m insider sale equals ≈0.08 % of ORCL shares; dollar value large, float impact minimal—near-term neutral unless sale pace weighs on tape.

The notice signals an upcoming trade of 2.28 million shares. Although the dollar figure is sizable, Oracle averages >8 million shares of daily volume, so liquidity absorption should be manageable. The seller exercised options, converting a compensation grant into cash; such monetisations are typical and non-dilutive since options were already included in diluted share count. No pricing details or 10b5-1 plan date are supplied, leaving uncertainty on execution timing, but the rule requires sale within 90 days. Because ownership percentage change is immaterial and no operational data accompanies the filing, I view the disclosure as neutral for valuation. Investors should still track Form 4 for confirmation and any pattern of clustered sales that could shift sentiment.

Corporate Governance Expert

TL;DR: Large option-exercise sale flagged; transparency gap—seller identity absent—warrants monitoring of follow-up Form 4 filings.

Rule 144 requires this pre-notice, but key governance details are missing: the filer left fields for name, CIK, relationship and signature blank. This is permissible at the EDGAR draft stage, yet final submission must contain signatures; investors should verify subsequent amendments. The absence of a declared 10b5-1 plan date means the trade may be discretionary, potentially drawing scrutiny if clustered near sensitive disclosures. That said, the form includes the standard representation of no undisclosed MNPI. Overall governance risk is low, but transparency around insider motives remains an item for watch lists.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Fidelity Brokerage Services LLC 245 Summer Street Boston MA 02110	2284371	474221028.00	2808833000	06/20/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/20/2025	Stock Options Exercise	Issuer			2284371	06/20/2025	CASH

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Oracle (ORCL) shares are being proposed for sale under this Form 144?

The filing covers 2,284,371 common shares.

What is the aggregate market value of the Oracle shares to be sold?

The shares are valued at $474,221,028 according to the Form 144.

When is the approximate sale date for these ORCL shares?

The filer lists an approximate sale date of 06/20/2025.

What percentage of Oracle’s total shares outstanding does the sale represent?

The block equals about 0.08 % of the 2.81 billion shares outstanding stated in the form.

Were any Oracle shares sold by the filer during the past three months?

No. The ‘Securities Sold During the Past 3 Months’ section states “Nothing to Report.”

How were the shares acquired before the planned sale?

They were obtained via exercise of stock options on 06/20/2025, paid in cash.