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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 33,845 | $321.16 | $10.87M |
| Tax Withholding | Common Stock | 35,495 | $308.66 | $10.96M |
| Exercise | Restricted Stock Unit | 73,411 | $0.00 | -- |
| Exercise | Common Stock | 73,411 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 35,801 | $0.00 | -- |
| Exercise | Common Stock | 35,801 | $0.00 | -- |
| Tax Withholding | Common Stock | 17,310 | $296.62 | $5.13M |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Shares withheld for payment of tax liability upon vesting of restricted stock units. Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 18, 2024. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock. The restricted stock units vest in four equal annual installments, beginning on the first anniversary of the date of grant.
