Oracle Insider Levey Vests 20,884 RSUs, 10,244 Shares Used for Taxes

Rhea-AI Filing Summary

Stuart Levey, Executive Vice President and Chief Legal Officer of Oracle Corporation (ORCL), reported transactions on Form 4 related to the vesting and settlement of restricted stock units (RSUs). On 09/19/2025, 20,884 RSUs vested and were settled into common stock at no cash purchase price, increasing the reported shares acquired by that amount. To satisfy tax withholding on the vesting, 10,244 shares were withheld and disposed of at $296.62 per share. After these transactions the filing shows 38,187 shares beneficially owned (direct) and 62,654 shares beneficially owned when counting derivative securities underlying outstanding RSUs.

Positive

• 20,884 RSUs vested, converting to common stock as scheduled, reflecting authorized compensation fulfillment
• Form 4 filed and signed (via POA), indicating compliance with Section 16 reporting requirements
• Vesting schedule disclosed: RSUs vest in four equal annual installments, providing transparency on future equity issuance

Negative

• 10,244 shares withheld to cover tax liabilities, reducing the net increase in outstanding shares held by the reporting person
• Disposal at $296.62 per share for tax withholding represents a realized transfer of shares from the insider

Insights

Financial Analyst

TL;DR: Insider received 20,884 shares via RSU vesting, with 10,244 shares withheld for taxes; disclosure is routine and non-material to corporate operations.

The Form 4 documents an expected executive compensation event: the conversion of 20,884 restricted stock units into common shares and the contemporaneous withholding of 10,244 shares to satisfy tax obligations at $296.62 per share. This is a cashless settlement pattern commonly used for RSU vesting and does not indicate open-market selling or additional compensation beyond scheduled vesting. Reported direct beneficial ownership totals and derivative counts are consistent with standard equity compensation schedules.

Corporate Governance Expert

TL;DR: The filing reflects routine compensation administration; withholding of shares for taxes was executed and properly reported under Section 16.

The disclosure names the reporting person and confirms a Power of Attorney signature. It specifies the nature of the indirect ownership, that each RSU converts into one share, and the vesting schedule (four equal annual installments). The transaction codes and amounts are clearly reported, and the tax withholding is explained. From a governance and compliance perspective, the Form 4 appears complete and timely.

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^*

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)
09/19/2025

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		20,884	A	$0	48,431	D
Common Stock	09/19/2025		F(1)		10,244	D	$296.62	38,187	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			20,884	(3)	(3)	Common Stock	20,884	$0	62,654	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)	09/23/2025
	** 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

What did ORCL insider Stuart Levey report on Form 4?

He reported the vesting and settlement of 20,884 RSUs on 09/19/2025, with 10,244 shares withheld for taxes and the remainder retained as common stock.

How many shares were withheld for taxes and at what price?

10,244 shares were withheld to satisfy tax withholding obligations at a reported price of $296.62 per share.

What is the reported beneficial ownership after these transactions?

The Form 4 shows 38,187 shares beneficially owned (direct) and 62,654 shares beneficially owned when counting derivative securities underlying RSUs.

What is the nature and schedule of the RSUs reported by Stuart Levey?

Each RSU converts to one share upon settlement and the RSUs vest in four equal annual installments beginning on the first anniversary of grant.

Who signed the Form 4 on behalf of Stuart Levey?

The form was signed by Aimee Weast as Attorney-in-Fact under a Power of Attorney filed on 11/08/22.