Oracle Insider Filing: Smith Vesting, 9,087 Shares Withheld for Taxes

Rhea-AI Filing Summary

Maria Smith, EVP and Chief Accounting Officer of Oracle Corp (ORCL), reported several insider transactions tied to restricted stock units vesting. On 09/19/2025 she received 11,934 shares and on 09/20/2025 she received 5,506 shares as vesting restricted stock units. To satisfy tax obligations, 6,218 shares were withheld on 09/19/2025 at a per-share price of $296.62 and 2,869 shares were withheld on 09/22/2025 at $308.66. After these transactions, the form reports 57,083 shares beneficially owned.

The filing was signed on behalf of Ms. Smith by an attorney-in-fact, Aimee Weast, with a POA on file dated 01/04/2023.

Positive

• Receipt of vested RSUs increased beneficial ownership to 57,083 shares
• Withholding for taxes used to settle tax liabilities rather than open-market sales

Negative

• Shares withheld for taxes reduced the net share increase by 9,087 shares (6,218 and 2,869)
• Disposal transactions recorded at market prices $296.62 and $308.66 could have minor dilutive impact on insider holdings

Insights

Corporate Governance Expert

TL;DR Routine RSU vesting with standard tax-withholding; no unusual trading or disposition patterns.

The report documents scheduled vesting of restricted stock units and corresponding share withholding to cover tax liabilities, which is customary for executive compensation. The filing shows two withholding transactions at market-referenced prices ($296.62 and $308.66) rather than open-market sales, suggesting tax settlement at vesting. The use of a power of attorney for signature is disclosed and the POA filing date is noted, aligning with common practice for timely Form 4 submission.

Securities Analyst

TL;DR Insider ownership modestly increased through vesting; disposals reflect tax withholding, not active selling for liquidity.

The transactions increased reported beneficial ownership to 57,083 shares after netting withholding. The amounts and prices of withheld shares are explicit and consistent with tax-withhold events tied to RSU vesting. There is no indication of additional open-market purchases or sales that would signal a change in insider sentiment. These are routine compensation-related events with limited direct market impact.

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^*

Smith Maria

(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)
	EVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		M		11,934	A	$0	60,664	D
Common Stock	09/19/2025		F(1)		6,218	D	$296.62	54,446	D
Common Stock	09/20/2025		M		5,506	A	$0	59,952	D
Common Stock	09/22/2025		F(1)		2,869	D	$308.66	57,083	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)	09/19/2025		M			11,934	(3)	(3)	Common Stock	11,934	$0	35,802	D
Restricted Stock Unit	(2)	09/20/2025		M			5,506	(3)	(3)	Common Stock	5,506	$0	5,506	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 Maria Smith (POA filed 1/4/2023)	09/23/2025
	** 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.
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FAQ

Who filed the Form 4 for ORCL and what is their role?

The filing reports Maria Smith, EVP and Chief Accounting Officer of Oracle Corp (ORCL), as the reporting person.

What transactions are reported on the Form 4 for ORCL?

The form reports vesting of restricted stock units resulting in 11,934 shares on 09/19/2025 and 5,506 shares on 09/20/2025, with tax-withholding disposals of 6,218 shares at $296.62 and 2,869 shares at $308.66.

What is Maria Smith's beneficial ownership after these transactions?

After the reported transactions, the Form 4 shows 57,083 shares beneficially owned.

Were the withholding transactions open-market sales or tax withholdings?

The Form 4 indicates the disposals were shares withheld for tax payment upon vesting of restricted stock units (not open-market sales).

Who signed the Form 4 and is there a power of attorney on file?

The form is signed by Aimee Weast as attorney-in-fact for Maria Smith, and a POA was filed on 01/04/2023.