ORCL Form 4: Stuart Levey Receives RSUs and Sells 12,405 Shares at $292.18

Rhea-AI Filing Summary

Stuart Levey, EVP and Chief Legal Officer of Oracle Corporation (ORCL), reported multiple transactions on 09/15/2025. He was granted 26,337 restricted stock units (RSUs) that represent the right to receive one share each at settlement, increasing his RSU holdings to 52,674 underlying shares after the grant. On the same date he disclosed the disposition of 12,405 shares in an open-market sale at an average price of $292.18, leaving him with 27,547 shares owned directly. The RSUs vest in four equal annual installments beginning one year after grant. Shares were withheld to satisfy tax withholding upon vesting as noted in the filing. The form was signed by a power of attorney on behalf of Mr. Levey.

Positive

• Received 26,337 RSUs which align executive compensation with shareholder interests through equity-based awards
• RSUs vest over four years, providing retention incentives and staged issuance rather than immediate dilution

Negative

• Disposition of 12,405 shares at an average price of $292.18 reduced direct holdings to 27,547 shares
• Potential future dilution of 26,337 shares when RSUs vest and settle

Insights

Corporate Governance Expert

TL;DR: Officer disclosed a routine combination of equity compensation grant and share sale; vesting schedule creates future share issuance.

The filing shows a standard compensation-related equity grant of 26,337 RSUs with a four-year annual vesting schedule, which will translate into incremental share issuance over the next four years as units vest. The contemporaneous sale of 12,405 shares at $292.18 is recorded as a disposition reducing direct holdings to 27,547 shares. Both transactions are typical for senior executives managing compensation and tax obligations. The use of a power of attorney for filing is noted and acceptable procedure.

Securities Analyst

TL;DR: Transactions are disclosure of executive compensation and a partial share sale; not immediately material to company fundamentals.

The grant of RSUs increases potential future dilution by 26,337 shares subject to vesting; the filing specifies withholding of shares for tax purposes. The reported open-market sale of 12,405 shares at $292.18 provides an exact realized price but does not, by itself, indicate a change in company outlook or performance. Impact on share count and outstanding dilution should be tracked as RSUs vest and settle.

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

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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^*

Levey Stuart

(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 Legal Officer

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		26,337	A	$0	39,952	D
Common Stock	09/15/2025		F(1)		12,405	D	$292.18	27,547	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			26,337	(3)	(3)	Common Stock	26,337	$0	52,674	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 Stuart Levey (POA filed 11/08/22)	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 ORCL insider Stuart Levey report on Form 4 dated 09/15/2025?

The filing reports a grant of 26,337 restricted stock units (RSUs) and a sale of 12,405 shares at an average price of $292.18.

How many shares will the 26,337 RSUs convert into and when do they vest?

Each RSU represents the right to one share, so 26,337 RSUs correspond to 26,337 shares. They vest in four equal annual installments beginning on the first anniversary of the grant date.

How many ORCL shares does Stuart Levey own after these transactions?

Following the reported transactions, the filing shows 27,547 shares beneficially owned directly and 52,674 shares beneficially owned in total when including underlying RSUs after the grant.

What was the sale price for the shares disposed of by Stuart Levey?

The disclosed sale was for 12,405 shares at an average price of $292.18 per share.

Was the Form 4 signed directly by Stuart Levey?

The form was signed by Aimee Weast as Attorney in Fact under a power of attorney filed 11/08/22, with the signature dated 09/17/2025.