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[Form 4] ORACLE CORP Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Clayton M. Magouyrk, listed as Chief Executive Officer, reported a Section 16 Form 4 for Oracle Corporation (ORCL) reflecting a grant of stock options. The filing shows a derivative security described as a Stock Option with an exercise price of $308.46, dated 09/24/2025, for 2,593,530 option shares. The filing notes 25% of the shares subject to the option vest annually on each anniversary of the grant date. The reported options are held directly. The Form 4 was signed under power of attorney on 09/26/2025.

Positive
  • Material disclosure of CEO option grant: 2,593,530 options reported on Form 4
  • Clear economic terms provided: exercise price stated as $308.46 and transaction date 09/24/2025
  • Explicit vesting schedule: 25% of option shares vest annually
Negative
  • None.

Insights

TL;DR: Large CEO option grant disclosed with multi-year vesting; material for executive compensation oversight and shareholder disclosure.

The Form 4 documents a sizable option award of 2,593,530 options to the CEO at an exercise price of $308.46, dated 09/24/2025. The filing explicitly states a vesting schedule where 25% vests annually. From a governance perspective, such a grant is a material compensation event requiring transparent disclosure; the filing properly reports direct ownership and the POA signature. This is relevant for compensation committee review and for shareholders tracking executive incentives.

TL;DR: The disclosure shows a multi-year, large-option award with standard annual vesting; key for assessing CEO pay alignment and dilution impact.

The record lists a Stock Option award exercisable per terms shown with an exercise price of $308.46 and a total of 2,593,530 underlying shares. The explicit vesting clause—25% annually—indicates a four-year full-vesting horizon from the grant date. The filing does not provide additional compensation metrics (grant-date value, performance conditions, or total outstanding options), so quantitative assessment of accretion or dilution cannot be completed from this Form 4 alone.

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).
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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025
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
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
Stock Option $308.46 09/24/2025 A 2,593,530 (1) 09/24/2035 Common Stock 2,593,530 $0 2,593,530 D
Explanation of Responses:
1. 25% of the shares subject to the option vest annually on each anniversary of the grant date.
/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Clayton M. Magouyrk (POA filed 6/12/2025) 09/26/2025
** 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 Clayton M. Magouyrk report on the Form 4 for ORCL?

The Form 4 reports a grant of 2,593,530 stock options to Clayton M. Magouyrk with an exercise price of $308.46, dated 09/24/2025.

What is the vesting schedule for the options reported in ORCL Form 4?

The filing states that 25% of the shares subject to the option vest annually on each anniversary of the grant date.

Are the reported options held directly or indirectly?

The Form 4 indicates the options are held directly (Ownership Form: D).

Who signed the Form 4 and when was it filed?

The Form 4 was signed under power of attorney by Aimee Weast for Clayton M. Magouyrk and dated 09/26/2025.

What is the exercise price and transaction date of the reported option grant?

Exercise price is $308.46 and the transaction date is 09/24/2025.
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