ORCL Form 4: 62,500 RSUs Vested; 23,981 Shares Disposed at $244.42
Rhea-AI Filing Summary
Clayton M. Magouyrk, identified as an officer (President, OCI) of Oracle Corp (ORCL), reported transactions dated 08/04/2025 involving the vesting and disposition of restricted stock units and common stock. A grant of 62,500 restricted stock units settled on 08/04/2025 and resulted in 62,500 underlying shares; 62,500 shares were withheld to satisfy tax withholding. Separately, 23,981 shares were disposed at a reported price of $244.42. The filing shows reported beneficial ownership balances of 123,222 and 99,241 shares on the corresponding table lines.
The filing also corrects an omission: several RSU awards granted before Mr. Magouyrk became a Section 16 officer on June 2, 2025 were inadvertently omitted from his Form 3; the form discloses unvested RSU counts from prior grants (including 62,500, 176,186, 184,357, and 167,075). The filing records the tax-withholding method and provides vesting schedules for those prior grants.
Positive
- Corrective disclosure of previously omitted RSU awards (reduces prior reporting gap)
- Detailed RSU counts and vesting schedules provided for prior grants (2021, 2022, 2023, 2024)
- Tax-withholding method disclosed (shares withheld to satisfy tax liability on RSU settlement)
Negative
- Inadvertent omission of RSUs from the reporter's Form 3 filed June 12, 2025 (compliance lapse)
- Disposition of 23,981 shares reported (23,981 shares disposed at $244.42) which reduced direct holdings
Insights
Routine compensation transactions reported; omission corrected, no new material change to company operations.
The Form 4 documents standard equity compensation activity: the vesting of RSUs and share withholding for taxes, plus a disposal of 23,981 shares at $244.42. The disclosure also corrects a prior omission of RSU awards granted before the reporting person became a Section 16 officer. These are administrative and governance items related to insider holdings and do not reflect operating performance or new corporate events in the filing itself. The beneficial ownership numbers shown on the form should be used for any proximate insider ownership analysis.
Corrective filing improves transparency; omission indicates prior reporting lapse but was remedied.
The filing explicitly states that unvested RSUs awarded prior to June 2, 2025 were inadvertently omitted from the previously filed Form 3 and now are disclosed with specific counts and vesting schedules. From a governance perspective, timely and complete disclosure is important; the corrective Form 4 clarifies the reporter's equity holdings and the mechanics used (shares withheld for tax liability). This remediation reduces ambiguity about insider holdings but highlights the prior reporting gap.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 62,500 | $0.00 | -- |
| Exercise | Common Stock | 62,500 | $0.00 | -- |
| Tax Withholding | Common Stock | 23,981 | $244.42 | $5.86M |
| Other | Restricted Stock Unit | 167,075 | $0.00 | -- |
| Other | Restricted Stock Unit | 184,357 | $0.00 | -- |
| Other | Restricted Stock Unit | 176,186 | $0.00 | -- |
| Other | Restricted Stock Unit | 62,500 | $0.00 | -- |
Footnotes (1)
- Shares withheld for payment of tax liability upon vesting of restricted stock units. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock. Represents unvested restricted stock units ("RSUs") awarded prior to the Reporting Person becoming a Section 16 officer on June 2, 2025, which were inadvertently omitted from the Reporting Person's Form 3 filed with the Commission on June 12, 2025. Includes 62,500 unvested RSUs from a previous grant of 250,000 RSUs granted on August 3, 2021; the RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant. Includes 176,186 unvested RSUs from a previous grant of 352,372 RSUs granted on September 20, 2022; the RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant. Includes 184,357 unvested RSUs from a previous grant of 245,809 RSUs granted on September 15, 2023; the RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant. Includes 167,075 unvested RSUs from a previous grant of 167,075 RSUs granted on September 19, 2024; the RSUs vest in four equal annual installments, beginning on the first anniversary of the date of the grant.
