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Oracle Vice Chair Henley nets 14k shares after RSU vesting, tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oracle Corp (ORCL) – Form 4 filed 08/06/2025 reports routine equity compensation activity by Vice-Chairman & Director Jeffrey Henley.

  • 08/04/2025: 25,000 restricted stock units were converted to common stock (transaction code M) at $0 cost.
  • 10,966 shares were simultaneously surrendered at $244.42 (code F) to satisfy withholding taxes.
  • Net increase to indirect trust holding: 14,034 shares.
  • Post-transaction ownership: 975,576 shares in main trust, 362,029 in Henley Community Property Trust, and 145,114 held via a GRAT – totaling roughly 1.48 million shares (≈0.05 % of ORCL shares outstanding).

No derivative positions remain after settlement; activity is compensation-related, not an open-market discretionary sale, and is unlikely to be material to the stock.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU vesting; minimal net share change, negligible market impact.

The filing shows standard compensation mechanics: RSU conversion added 25k shares, while tax withholding removed 10,966, leaving a net 14,034-share increase. Henley still owns ≈1.48 M shares, under 0.1 % of float, so no meaningful signal of bullish or bearish sentiment. No open derivatives remain. Overall, the transaction neither alters insider ownership materially nor indicates a strategic shift. Impact on valuation or liquidity is de minimis.

Insider HENLEY JEFFREY
Role Vice Chairman
Type Security Shares Price Value
Exercise Restricted Stock Unit 25,000 $0.00 $0.00
Exercise Common Stock 25,000 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 10,966 $244.42 $2.68M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 964,610 shares (Indirect, By Trust); Common Stock — 362,029 shares (Indirect, By Henley Community Property Trust); Common Stock — 145,114 shares (Indirect, By GRAT)
Footnotes (3)
  1. F1. Shares withheld for payment of tax liability upon vesting of restricted stock units.
  2. F2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
  3. F3. The restricted stock units vest in four equal annual installments, beginning on the first anniversary of the date of grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many Oracle (ORCL) shares did Jeffrey Henley acquire on 08/04/2025?
He converted 25,000 restricted stock units into common shares.

Why were 10,966 Oracle shares disposed of in this Form 4?
The shares were withheld at $244.42 to cover federal tax obligations on the RSU vesting.

What is Jeffrey Henley’s total Oracle share ownership after the transaction?
He indirectly owns approximately 1.48 million shares across multiple trusts.

Does this filing indicate open-market selling by Henley?
No. The disposition was automatic tax withholding; no discretionary sale was made.

Are there any remaining derivative positions for Jeffrey Henley after this Form 4?
No; the RSU grant was fully settled, leaving zero derivative securities.
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).
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*
HENLEY JEFFREY
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025
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 08/04/2025 M 25,000 A $0 975,576 I By Trust
Common Stock 08/04/2025 F(1) 10,966 D $244.42 964,610 I By Trust
Common Stock 362,029 I By Henley Community Property Trust
Common Stock 145,114 I By GRAT
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) 08/04/2025 M 25,000 (3) (3) Common Stock 25,000 $0 0 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 Jeffrey Henley (POA Filed 03/20/19) 08/06/2025
** 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.

Source: View Original Filing on SEC EDGAR