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Oracle CEO vests 61,452 RSUs, 24,182 taxed

Oracle’s CEO recorded RSU vesting into common stock with shares withheld to cover taxes, leaving additional RSUs still outstanding.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oracle Corp (ORCL) reported that its Chief Executive Officer, Clayton M. Magouyrk, had restricted stock units vest on September 15, 2026, converting 61,452 RSUs into an equal number of common shares. In connection with this vesting, 24,182 shares were withheld to pay tax liabilities, and the filing shows 61,453 restricted stock units remaining outstanding. No transactions were made under a Rule 10b5-1 trading plan.

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Insider Magouyrk Clayton M.
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit F3, F4 61,452 $0.00 $0.00
Exercise Common Stock F1 61,452 $0.00 $0.00
Tax Withholding Common Stock F2 24,182 $144.79 $3.50M
Holdings After Transaction: Restricted Stock Unit — 61,453 contracts (Direct); Common Stock — 171,388 shares (Direct)
Footnotes (4)
  1. F1. Includes 88 shares acquired under the Issuer's employee stock purchase plan on March 31, 2026.
  2. F2. Shares withheld for payment of tax liability upon vesting of restricted stock units.
  3. F3. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
  4. F4. The RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant.
RSUs converted to common stock 61,452 shares Restricted stock units vested and converted on September 15, 2026
Shares withheld for taxes 24,182 shares Common shares withheld to pay tax liability on RSU vesting
Tax withholding price $144.79 per share Price used for shares withheld for tax liability
RSUs remaining 61,453 restricted stock units RSU balance reported following the September 15, 2026 vesting
ESPP shares included 88 shares Shares acquired under employee stock purchase plan on March 31, 2026
Restricted Stock Unit financial
"security titled "Restricted Stock Unit" converted into common stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
vest financial
"RSUs vest in four equal annual installments beginning on the first anniversary"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
employee stock purchase plan financial
"Includes 88 shares acquired under the Issuer's employee stock purchase plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax liability financial
"Shares withheld for payment of tax liability upon vesting of restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award activity did ORCL’s CEO report on September 15, 2026?

Oracle’s CEO, Clayton M. Magouyrk, reported the vesting of 61,452 restricted stock units, which converted into an equal number of Oracle common shares on September 15, 2026, as part of his equity compensation.

How many Oracle (ORCL) shares were withheld for taxes in this Form 4?

The CEO had 24,182 Oracle common shares withheld at $144.79 per share to pay tax liabilities arising from the vesting of restricted stock units. This was reported as a disposition for payment of tax liability, not as an open-market sale.

Did the Oracle (ORCL) CEO buy or sell shares on the open market?

No open-market purchases or sales were reported. The filing shows RSU vesting into common shares and shares withheld for tax liabilities, which are compensation and tax events rather than market trades.

How many restricted stock units remain for the Oracle (ORCL) CEO after this vesting?

After this vesting event, the CEO is reported as holding 61,453 restricted stock units. These RSUs continue to represent contingent rights to receive Oracle common shares upon future settlement and vesting.

Were the Oracle (ORCL) CEO’s transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan was reported in connection with these transactions, meaning the RSU vesting and tax withholding were not executed under such a pre-arranged trading plan.

What does footnote F1 in the Oracle (ORCL) Form 4 disclose?

Footnote F1 states that the CEO’s reported holdings include 88 shares acquired under Oracle’s employee stock purchase plan on March 31, 2026, providing additional detail on the composition of his directly held common stock position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Magouyrk Clayton M.

(Last)(First)(Middle)
C/O DELPHI ASSET MGMT CORPORATION
200 S. VIRGINIA ST., SUITE 625

(Street)
RENO NEVADA 89501

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ORACLE CORP [ ORCL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/15/2026M61,452A$0195,570(1)D
Common Stock09/15/2026F(2)24,182D$144.79171,388D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)09/15/2026M61,452 (4) (4)Common Stock61,452$061,453D
Explanation of Responses:
1. Includes 88 shares acquired under the Issuer's employee stock purchase plan on March 31, 2026.
2. Shares withheld for payment of tax liability upon vesting of restricted stock units.
3. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
4. The RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant.
/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Clayton M. Magouyrk (POA filed 6/12/2025)09/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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