ORCL Insider Filing: Henley Sells 8,629 Shares to Cover Taxes After RSU Vesting

Rhea-AI Filing Summary

Jeffrey Henley, Vice Chairman and Director at Oracle Corp (ORCL), reported routine insider transactions on Form 4 dated 09/15/2025. He acquired 19,753 shares through the vesting of restricted stock units at no cash price and had 8,629 shares disposed of at $292.18 per share (shares withheld to cover tax obligations). After the transactions, Henley beneficially owned 984,363 shares indirectly (held by trust and other vehicles including a GRAT and Henley Community Property Trust).

Positive

• 19,753 RSUs vested, adding to beneficial ownership without cash outlay (acquisition price reported as $0).
• Total indirect beneficial ownership stands at 984,363 shares, reflecting a substantial holding in ORCL.

Negative

• 8,629 shares were disposed of at $292.18 per share to cover tax liabilities.
• Ownership remains indirect across trusts and a GRAT, which can obscure direct control or voting intentions.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and tax-withholding sale; increases indirect beneficial ownership slightly, common for senior executives.

The Form 4 shows restricted stock units vesting (19,753 RSUs) and a contemporaneous disposition of 8,629 shares at $292.18 to satisfy tax liabilities. Ownership remains indirect and sizable at 984,363 shares, held via trusts and a GRAT. These are standard compensation-related transactions rather than open-market trades, indicating no disclosed change in corporate control or new material stake shifts.

Securities Analyst

TL;DR: Transaction is routine compensation settlement; net increase in beneficial holdings by 8,629 shares after tax withholding.

Restricted stock units vested and were reported with a $0 acquisition price for the RSUs themselves, consistent with settlement mechanics. The reported sale of 8,629 shares at $292.18 appears solely to cover taxes. The filing documents indirect ownership across multiple vehicles, which is typical for estate and tax planning for long-tenured executives.

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
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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^*

HENLEY JEFFREY

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		19,753	A	$0	984,363	I	By Trust
Common Stock	09/15/2025		F(1)		8,629	D	$292.18	975,734	I	By Trust
Common Stock								145,114	I	By GRAT
Common Stock								362,029	I	By Henley Community Property Trust

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			19,753	(3)	(3)	Common Stock	19,753	$0	39,505	D

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of restricted stock units.

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

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

	/s/ Aimee Weast By Aimee Weast, Attorney in Fact for Jeffrey Henley (POA Filed 03/20/19)	09/17/2025
	** 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 did Jeffrey Henley report on Form 4 for ORCL?

He reported the vesting of 19,753 restricted stock units and the disposition of 8,629 shares to cover taxes, resulting in 984,363 shares beneficially owned indirectly.

Why were 8,629 ORCL shares sold at $292.18?

The Form 4 states those shares were disposed of to satisfy tax withholding obligations upon RSU vesting.

How are Henley’s ORCL shares held?

The filing shows shares held indirectly through a trust, a GRAT, and the Henley Community Property Trust.

When did the reported transactions occur?

The transactions are dated 09/15/2025 with the Form 4 signed on 09/17/2025 by an attorney-in-fact.

Does the Form 4 indicate a change in control at Oracle (ORCL)?

No. The filing documents routine compensation vesting and tax-related share disposition with no indication of a change in control.