Oracle (ORCL) Insider Filing: Sicilia Vests RSUs, Sells Shares

Rhea-AI Filing Summary

Insider transactions by Michael D. Sicilia at Oracle Corporation (ORCL) show settlement of restricted stock units and subsequent open-market sales in mid-September 2025. On 09/15/2025 Mr. Sicilia was credited with 52,673 RSUs that vested and 25,468 shares were disposed to cover taxes at $292.18 per share, leaving 126,417.279 shares. On 09/16/2025 he sold 16,323 shares at $313.60, leaving 110,094.279 shares. An additional 2,655 shares are indirectly owned by spouse. The filing indicates a 10b5-1 plan/covered transaction and was signed by a power of attorney.

Positive

• Transactions disclosed clearly with dates, amounts, and prices for RSU vesting, tax-withholding, and sale
• 10b5-1 plan checkbox marked, indicating sales likely executed under a pre-established written plan
• Power of attorney disclosed and form signed by attorney-in-fact, showing administrative completeness

Negative

• Net reduction in direct beneficial ownership from 151,885.279 to 110,094.279 shares after vesting, withholding, and sales
• Open-market sale occurred (16,323 shares at $313.60), which could be interpreted by some market participants as insider selling

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with tax-withholding and modest open-market sales; no unusual dilution or large one-off sale.

The filing documents settlement of vested restricted stock units and customary withholding to cover taxes, followed by a small market sale. The transactions reduced the reporting person’s direct holdings from 151,885.279 shares to 110,094.279 shares. Prices reported ($292.18 withheld; $313.60 sale) are consistent with market activity and the 10b5-1 checkbox suggests preplanned selling. For investors, this appears operationally routine rather than a material change to corporate capitalization.

Corporate Governance Expert

TL;DR: Disclosure is complete for RSU vesting and related sales; use of POA and 10b5-1 noted.

The Form 4 specifies that RSUs vested and shares were withheld to satisfy tax obligations, with remaining shares sold across two dates. The filer checked the box indicating the transactions were pursuant to a written plan that may provide Rule 10b5-1 affirmative defense. The form is signed by an attorney-in-fact with a POA on file, which is properly disclosed. No governance red flags such as undisclosed related-party transactions or abrupt, large disposals are present in this filing.

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
Estimated average burden
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).

X

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^*

Sicilia Michael D.

(Last) (First) (Middle)

C/O DELPHI ASSET MGMT CORPORATION

200S.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, Industries

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		52,673	A	$0	151,885.279	D
Common Stock	09/15/2025		F(1)		25,468	D	$292.18	126,417.279	D
Common Stock	09/16/2025		S		16,323	D	$313.6	110,094.279	D
Common Stock								2,655	I	By Spouse

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			52,673	(3)	(3)	Common Stock	52,673	$0	105,347	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 the grant.

	/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Michael D. Sicilia (POA filed 6/12/2025)	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 transactions did Michael D. Sicilia report on the Form 4 for ORCL?

He reported RSU settlement (52,673 units), withholding of 25,468 shares for taxes at $292.18, and a market sale of 16,323 shares at $313.60.

When did the reported transactions occur for ORCL insider Michael D. Sicilia?

RSU vesting and tax-withholding occurred on 09/15/2025; the open-market sale occurred on 09/16/2025.

How many ORCL shares does Michael D. Sicilia beneficially own after these transactions?

The filing reports 110,094.279 shares beneficially owned directly after the reported transactions, plus 2,655 indirectly by spouse.

Were the ORCL sales done under a trading plan?

The Form 4 indicates the transaction was made pursuant to a contract, instruction, or written plan by checking the Rule 10b5-1 box.

What prices were reported on the ORCL Form 4?

Tax-withheld share value reported at $292.18 per share; open-market sale reported at $313.60 per share.