Oracle insider Michael Sicilia reports RSU vesting, 86.7k shares sold under 10b5-1

Rhea-AI Filing Summary

Michael D. Sicilia, listed as President, Industries, filed a Form 4 reporting multiple transactions in Oracle Corp (ORCL) securities between 09/19/2025 and 09/23/2025. Restricted stock units vested on 09/19/2025 (35,801 RSUs) and 09/20/2025 (73,411 RSUs), each RSU representing one share, and were reported as acquisitions under Code M. Shares were withheld to satisfy tax withholding on the 09/19 vesting. Separately, sales and dispositions occurred: 17,310 shares sold at $296.62 on 09/19/2025, 35,495 shares sold at $308.66 on 09/22/2025, and 33,845 shares sold at $321.16 on 09/23/2025 under a Rule 10b5-1 plan adopted 12/18/2024. Following the reported activity, the filing shows 132,656.279 shares beneficially owned directly and 2,655 shares indirectly by spouse.

Positive

• RSU vesting demonstrates compensation alignment with shareholder outcomes through equity-based pay
• Sales executed under a Rule 10b5-1 plan adopted 12/18/2024, which provides pre-established trading instructions and reduces concerns about opportunistic insider timing

Negative

• Net disposals of shares (86,650 shares sold across reported trades) reduce the reporting person's direct beneficial ownership
• Tax withholding required on vesting resulted in share forfeiture to cover liabilities, lowering share count following settlement

Insights

Corporate Governance Expert

TL;DR: Executive received RSU vesting and executed planned sales under a 10b5-1 plan; transactions appear routine compensation and tax-related actions.

The filing documents scheduled vesting of restricted stock units and contemporaneous tax-withholding, common for executive compensation. The reported sales were executed under a pre-established Rule 10b5-1 plan, reducing insider-timing concerns. Beneficial ownership remains material but reduced by recent dispositions. No indication of unplanned or ad hoc insider trading is present in the filing.

Securities Analyst

TL;DR: Net effect is RSU settlement plus systematic share sales; the activity is disclosure of routine executive equity events, not a corporate operational signal.

Quantitatively, RSU settlements added 109,212 shares (35,801 and 73,411) before withholding and sales. Reported open-market sales totaled 86,650 shares across three trades at prices between $296.62 and $321.16. The filing specifies tax-withholding on the 09/19 vesting and sales under a 10b5-1 plan adopted 12/18/2024, indicating planned liquidity rather than opportunistic timing.

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

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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)
09/19/2025

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		35,801	A	$0	145,895.279	D
Common Stock	09/19/2025		F(1)		17,310	D	$296.62	128,585.279	D
Common Stock	09/20/2025		M		73,411	A	$0	201,996.279	D
Common Stock	09/22/2025		F(1)		35,495	D	$308.66	166,501.279	D
Common Stock	09/23/2025		S(2)		33,845	D	$321.16	132,656.279	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	(3)	09/19/2025		M			35,801	(4)	(4)	Common Stock	35,801	$0	107,406	D
Restricted Stock Unit	(3)	09/20/2025		M			73,411	(4)	(4)	Common Stock	73,411	$0	73,411	D

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of restricted stock units.

2. Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 18, 2024.

3. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.

4. 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 Michael D. Sicilia (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.
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FAQ

Who filed the Form 4 for ORCL and what is their role?

The Form 4 was filed for Michael D. Sicilia, identified as President, Industries of Oracle Corporation.

How many restricted stock units vested and when?

35,801 RSUs vested on 09/19/2025 and 73,411 RSUs vested on 09/20/2025.

What sales were reported and under what plan?

Sales reported: 17,310 shares at $296.62 on 09/19/2025, 35,495 shares at $308.66 on 09/22/2025, and 33,845 shares at $321.16 on 09/23/2025, executed under a Rule 10b5-1 plan adopted on 12/18/2024.

How many ORCL shares does the reporting person beneficially own after these transactions?

The filing reports 132,656.279 shares beneficially owned directly following the reported transactions and 2,655 shares indirectly by spouse.

Were any shares withheld for taxes?

Yes. The filing explains that shares were withheld to satisfy tax liability upon vesting of restricted stock units.