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Oracle President logs option exercise, modest sale in Aug 2025 filing

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

Rhea-AI Filing Summary

Oracle Corp. (ORCL) – Form 4 insider activity for Michael D. Sicilia, President, Industries. On 4-5 Aug 2025 the officer reported several transactions:

  • Dividend reinvestment: 183.329 shares acquired at $241.21.
  • RSU exercise (Code M): 50,000 shares acquired at $0 cost.
  • Tax withholding (Code F): 23,534 shares surrendered at $244.42.
  • 10b5-1 sale (Code S): 15,880 shares sold at $254.48, ≈$4.0 million proceeds.

Direct ownership rises to 99,212 shares (+10,586 vs. pre-transactions), with an additional 2,655 shares held indirectly by spouse.

Sicilia also discloses ≈497 k unvested RSUs from grants in 2021-2024 that were previously omitted from his Form 3; these remain subject to multi-year vesting schedules.

The filing mixes modest open-market sales with a larger option exercise, leaving the officer’s equity stake higher overall while clarifying outstanding equity awards.

Positive

  • Net increase of 10,586 shares in direct ownership, signalling continued equity exposure.
  • Large unvested RSU pool (~497k) underscores long-term incentive alignment with shareholders.
  • Sale executed under a Rule 10b5-1 plan, reducing concerns over opportunistic trading.

Negative

  • $4 million share sale may be viewed as profit-taking by a senior officer.
  • Prior omission of sizeable RSU grants required correction, pointing to earlier reporting oversight.

Insights

TL;DR: Net share increase despite $4 m sale; disclosure of 497 k unvested RSUs limits negative read-through.

The officer’s 15.9 k-share 10b5-1 sale is modest relative to the 50 k share option exercise and nearly 100 k post-transaction holding. Net acquisition of 10.6 k shares and retention of half-million unvested RSUs suggest continued alignment with shareholders. No red flags on timing—sale executed one day after option exercise and within a pre-planned 10b5-1 program. Impact on float and sentiment is minimal.

TL;DR: Corrects prior omission of RSUs; governance quality improved, impact neutral.

The filing rectifies earlier disclosure gaps by adding pre-June-2025 RSU awards. While inadvertent omissions can raise governance concerns, swift amendment reduces risk. The presence of a Rule 10b5-1 plan and attorney-in-fact signature strengthens compliance posture. Overall insider behaviour appears routine and not materially indicative of shifting corporate outlook.

Insider Sicilia Michael D.
Role President, Industries
Sold 15,880 shs ($4.04M)
Approx. gross sale proceeds $4.04M
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 15,880 $254.48 $4.04M
Exercise Restricted Stock Unit 50,000 $0.00 $0.00
Grant/Award Common Stock 183.329 $241.214 $44K
Exercise Common Stock 50,000 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 23,534 $244.42 $5.75M
holding Common Stock -- -- --
Other Restricted Stock Unit 143,207 $0.00 $0.00
Other Restricted Stock Unit 158,020 $0.00 $0.00
Other Restricted Stock Unit 146,822 $0.00 $0.00
Other Restricted Stock Unit 50,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 448,049 shares (Direct); Common Stock — 99,212.279 shares (Direct); Common Stock — 2,655 shares (Indirect, By Spouse)
Footnotes (9)
  1. F1. Represents a dividend reinvestment effected on July 24, 2025.
  2. F2. Shares withheld for payment of tax liability upon vesting of restricted stock units.
  3. F3. Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 18, 2024.
  4. F4. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
  5. F5. 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.
  6. F6. Includes 146,822 unvested RSUs from a previous grant of 293,643 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.
  7. F7. Includes 158,020 unvested RSUs from a previous grant of 210,693 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.
  8. F8. Includes 143,207 unvested RSUs from a previous grant of 143,207 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.
  9. F9. Includes 50,000 unvested RSUs from a previous grant of 200,000 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.

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 shares did Michael Sicilia sell on 5 Aug 2025?
He sold 15,880 shares at an average price of $254.48 under a 10b5-1 plan.

What is Michael Sicilia's current direct shareholding in ORCL?
After the reported transactions he directly owns 99,212 shares, plus 2,655 held by his spouse.

How many unvested RSUs does the insider still hold?
The filing lists approximately 497,000 unvested RSUs from grants in 2021-2024.

Did the insider acquire shares in this filing?
Yes, he acquired 50,000 shares via RSU exercise and 183 shares through dividend reinvestment.

Why were 23,534 shares disposed of on 4 Aug 2025?
These shares were withheld to cover taxes upon RSU vesting (Code F).
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).
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)
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 A V 183.329(1) A $241.214 88,626.279 D
Common Stock 08/04/2025 M 50,000 A $0 138,626.279 D
Common Stock 08/04/2025 F(2) 23,534 D $244.42 115,092.279 D
Common Stock 08/05/2025 S(3) 15,880 D $254.48 99,212.279 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 (4) 09/20/2022 J(5) 146,822(6) (6) (6) Common Stock 146,822 $0 146,822 D
Restricted Stock Unit (4) 09/15/2023 J(5) 158,020(7) (7) (7) Common Stock 158,020 $0 158,020 D
Restricted Stock Unit (4) 09/19/2024 J(5) 143,207(8) (8) (8) Common Stock 143,207 $0 143,207 D
Restricted Stock Unit (4) 08/03/2021 J(5) 50,000(9) (9) (9) Common Stock 50,000 $0 50,000 D
Restricted Stock Unit (4) 08/04/2025 M 50,000 (9) (9) Common Stock 50,000 $0 0 D
Explanation of Responses:
1. Represents a dividend reinvestment effected on July 24, 2025.
2. Shares withheld for payment of tax liability upon vesting of restricted stock units.
3. Sale of shares pursuant to Rule 10b5-1 Plan adopted on December 18, 2024.
4. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
5. 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.
6. Includes 146,822 unvested RSUs from a previous grant of 293,643 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.
7. Includes 158,020 unvested RSUs from a previous grant of 210,693 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.
8. Includes 143,207 unvested RSUs from a previous grant of 143,207 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.
9. Includes 50,000 unvested RSUs from a previous grant of 200,000 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.
/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Michael D. Sicilia (POA filed 6/12/2025) 08/07/2025
** 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