ORCL Form 4: Magouyrk sells shares and receives large RSU award

Rhea-AI Filing Summary

Clayton M. Magouyrk, an officer of Oracle Corporation (ORCL), reported several transactions in mid-September 2025. On 09/12/2025 he sold 21,241 shares at $297.1077, reducing his direct holdings to 78,000 shares. On 09/15/2025 he was granted 61,452 restricted stock units (RSUs) that represent the right to receive one share each at settlement; those RSUs vest in four equal annual installments beginning one year after grant. The same day shows a disposition of 24,182 shares at $292.18, leaving 115,270 shares held directly after the reported transactions. Following the RSU grant, he beneficially owns 122,905 derivative shares related to outstanding RSUs.

Positive

• 61,452 RSU grant increases management alignment with shareholders through long-term vesting
• Vesting schedule disclosed (four equal annual installments) provides transparency on future dilution timing
• Form 4 is signed by attorney-in-fact and includes POA reference, meeting disclosure procedures

Negative

• Net direct holdings decreased from 139,452 to 115,270 shares after two dispositions
• Two open-market sales (21,241 at $297.1077 and 24,182 at $292.18) could be viewed as reducing immediate insider ownership

Insights

Financial Analyst

TL;DR: Insider sold some shares but received a sizeable RSU grant; net direct holdings declined while contingent holdings increased.

The transactions show routine compensation-driven activity rather than an obvious trading signal. A sale of 21,241 shares at $297.1077 and a later sale of 24,182 shares at $292.18 reduced direct holdings from 139,452 to 115,270 shares. Simultaneously, a grant of 61,452 RSUs increases contingent ownership and aligns long-term compensation with shareholder value because RSUs vest over four years. For valuation impact, these moves are primarily dilutive only to the extent of RSU settlement but reflect executive compensation timing rather than operational news.

Corporate Governance Expert

TL;DR: Transactions are consistent with compensation and power-of-attorney filing; disclosure appears complete and timely.

The Form 4 discloses a grant of RSUs and multiple open-market dispositions executed under a power of attorney dated 06/12/2025. The RSU vesting schedule (four equal annual installments beginning one year after grant) is disclosed, meeting standard governance transparency for executive awards. The signature by attorney-in-fact is provided with date, satisfying procedural requirements. No indications of unusual acceleration or atypical trading restrictions are present in the disclosed text.

Insider Trade Summary

Net Seller: 21,241 shares ($6,310,865)

Net Sell 4 txns

Insider Magouyrk Clayton M.

Role President, OCI

Sold 21,241 shs ($6.31M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	61,452	$0.00	--
Exercise	Common Stock	61,452	$0.00	--
Tax Withholding	Common Stock	24,182	$292.18	$7.07M
Sale	Common Stock	21,241	$297.1077	$6.31M

Holdings After Transaction: Restricted Stock Unit — 122,905 shares (Direct); Common Stock — 139,452 shares (Direct)

Footnotes (1)

1. The restricted stock units vest in four equal annual installments, beginning on the first anniversary of the date of grant. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock. The RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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 NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORACLE CORP [ ORCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, OCI

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		S		21,241	D	$297.1077	78,000	D
Common Stock	09/15/2025		M		61,452	A	(1)	139,452	D
Common Stock	09/15/2025		F		24,182	D	$292.18	115,270	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	09/15/2025		M			61,452	(3)	(3)	Common Stock	61,452	(1)	122,905	D

Explanation of Responses:

1. The restricted stock units vest in four equal annual installments, beginning on the first anniversary of the date of grant.

2. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.

3. 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)	09/15/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did Clayton M. Magouyrk report for ORCL in September 2025?

He reported a sale of 21,241 shares on 09/12/2025 at $297.1077, a grant of 61,452 RSUs on 09/15/2025, and a sale of 24,182 shares on 09/15/2025 at $292.18.

How many ORCL shares does Magouyrk hold after these transactions?

After the reported transactions he held 115,270 shares directly and had 61,452 RSUs representing contingent rights to shares, with total derivative beneficial ownership reported as 122,905.

What are the vesting terms for the RSUs granted to Magouyrk?

The RSUs vest in four equal annual installments, beginning on the first anniversary of the grant date.

Was the Form 4 properly executed and who signed it?

Yes. The Form 4 was signed on 09/15/2025 by Aimee Weast as attorney-in-fact for Clayton M. Magouyrk, with a power of attorney filed on 06/12/2025.

Do the filings indicate any exercise prices or option activity?

No option exercises are reported; the derivative disclosure relates to RSUs, which have no exercise price and represent the right to receive one share each at settlement.