ORCL Form 4: Clayton Magouyrk Increases Holdings to 194,030 Shares

Rhea-AI Filing Summary

Clayton M. Magouyrk, listed as President, OCI, reported multiple transactions in Oracle Corporation (ORCL) securities tied to restricted stock unit vesting in September 2025. On 09/19/2025 and 09/20/2025 a total of 129,861 restricted stock units vested and were converted into common stock at no cash price, increasing his beneficial ownership. To pay withholding taxes, on 09/19/2025 16,436 shares were surrendered at $296.62 each and on 09/22/2025 34,665 shares were surrendered at $308.66 each.

After the sequence of vesting and share-withholdings, Magouyrk beneficially owned 194,030 shares of Oracle common stock. The Form 4 was executed by an attorney-in-fact, Aimee Weast, under a power of attorney filed 06/12/2025, and signed on 09/23/2025.

Positive

• Significant insider alignment: Total of 129,861 RSUs vested and converted into common stock, increasing beneficial ownership.
• Complete disclosure: Form 4 reports both vesting and tax withholding with POA signature, showing procedural transparency.

Negative

• Tax-related share withholding: 51,101 shares were surrendered to cover taxes, reducing the net increase in owned shares.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting and tax-withholding; increases insider ownership but is standard compensation activity.

These entries reflect vesting of restricted stock units rather than open-market purchases or sales. A total of 129,861 RSUs vested and converted into common shares, with 51,101 shares surrendered to satisfy tax withholding at reported prices of $296.62 and $308.66. The net result is a rise in beneficial ownership to 194,030 shares. For investors, this is a compensation-related ownership change and does not signal a discrete corporate event or market-facing transaction.

Corporate Governance Expert

TL;DR: Vesting and withholding were executed under a POA; documentation and disclosures appear routine and complete.

The Form 4 shows standard disclosure practice: grant vesting (coded M), share-for-tax withholdings (coded F(1)), and an attorney-in-fact signature with POA reference. The RSUs vest in four equal annual installments per the explanation, and the filer properly reported both the gross issuance and the withheld amounts. This maintains transparency on insider compensation and resulting ownership levels.

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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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)
09/19/2025

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		41,768	A	$0	157,038	D
Common Stock	09/19/2025		F(1)		16,436	D	$296.62	140,602	D
Common Stock	09/20/2025		M		88,093	A	$0	228,695	D
Common Stock	09/22/2025		F(1)		34,665	D	$308.66	194,030	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			41,768	(3)	(3)	Common Stock	41,768	$0	125,307	D
Restricted Stock Unit	(2)	09/20/2025		M			88,093	(3)	(3)	Common Stock	88,093	$0	88,093	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 contingent 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 Clayton M. Magouyrk (POA filed 6/12/2025)	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.
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 transactions did Clayton M. Magouyrk report on the ORCL Form 4?

The Form 4 reports vesting of restricted stock units on 09/19/2025 and 09/20/2025 converting 129,861 RSUs into common stock, plus share-withholdings to cover taxes on 09/19/2025 and 09/22/2025.

How many shares did Magouyrk beneficially own after these transactions?

Following the reported vesting and withholdings, Magouyrk beneficially owned 194,030 shares of Oracle common stock.

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

A total of 51,101 shares were withheld: 16,436 shares at $296.62 (09/19/2025) and 34,665 shares at $308.66 (09/22/2025).

Who signed the Form 4 and under what authority?

The Form 4 was signed by Aimee Weast as attorney-in-fact for Clayton M. Magouyrk; a power of attorney was filed on 06/12/2025 and the form is dated 09/23/2025.

Were these transactions open-market trades or RSU vesting events?

These were restricted stock unit vesting events (coded M) with subsequent share withholding for taxes (coded F(1)), not open-market purchases or sales.