Huge Oracle Insider Sale: Catz Unloads 3.7 M Shares for $793 M

Rhea-AI Filing Summary

Oracle (NYSE:ORCL) filed a Form 4 disclosing CEO Safra Catz’s cashless option exercises and same-day sales on 25-26 Jun 2025.

• Options exercised: 3.74 M shares at $51.13; 5 M new performance-based options granted 24 Jun 2025.
• Shares sold: 3.74 M shares at weighted-average prices of $210.64-$215.44, realising ≈$793 M.
• Post-transaction ownership: 1,118,592 directly-held shares (unchanged) plus 1.26 M unexercised options.

The sizeable monetisation, though executed under a Rule 10b5-1 plan, may influence investor sentiment and raises governance questions about pay design.

Positive

• Performance goal achieved, triggering vesting of 5 M CEO options and signalling attainment of board-approved targets

Negative

• CEO Safra Catz sold ~3.74 M shares worth ≈$793 M, potentially signalling reduced forward conviction and increasing short-term share supply

Insights

Corporate Governance Expert

TL;DR: CEO liquidates $793 M; optics negative, alignment unchanged.

Safra Catz converted 3.74 M deep-in-the-money options into cash, selling the entire allotment within two days. Despite the 10b5-1 shield, such a one-shot, high-value disposal often draws scrutiny over executive confidence and compensation structures. Her direct share count stays at 1.118 M, but she has exchanged upside potential for immediate liquidity. The filing also exposes the generous spread between strike and market price, highlighting the board’s pay practices. Overall governance optics skew negative.

Portfolio Manager

TL;DR: Large sale adds near-term supply; fundamentals intact.

The transaction neither dilutes Oracle nor affects diluted EPS, yet 3.7 M shares—about 45 % of a typical week’s volume—hit the tape, which can pressure the stock technically. Option vesting confirms performance targets were met, an incremental positive, but the sheer cash realisation by the CEO may temper sentiment. Longer-term valuation drivers remain unchanged, so impact is more tactical than structural.

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^*

CATZ SAFRA

(Last) (First) (Middle)

C/O DELPHI ASSET MGMT CORPORATION

200 S. VIRGINIA ST., SUITE 625

(Street)

RENO NV 89511

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/25/2025		M		1,873,791	A	$51.13	2,992,383	D
Common Stock	06/25/2025		S(1)		706,221	D	$210.6448(2)	2,286,162	D
Common Stock	06/25/2025		S(1)		265,114	D	$211.8392(3)	2,021,048	D
Common Stock	06/25/2025		S(1)		308,140	D	$212.6872(4)	1,712,908	D
Common Stock	06/25/2025		S(1)		308,116	D	$213.7685(5)	1,404,792	D
Common Stock	06/25/2025		S(1)		263,463	D	$214.6744(6)	1,141,329	D
Common Stock	06/25/2025		S(1)		22,637	D	$215.4426(7)	1,118,692	D
Common Stock	06/25/2025		S(1)		100	D	$216.815	1,118,592	D
Common Stock	06/26/2025		M		1,865,701	A	$51.13	2,984,293	D
Common Stock	06/26/2025		S(1)		243,112	D	$210.9257(8)	2,741,181	D
Common Stock	06/26/2025		S(1)		244,280	D	$211.9571(9)	2,496,901	D
Common Stock	06/26/2025		S(1)		899,234	D	$212.9024(10)	1,597,667	D
Common Stock	06/26/2025		S(1)		479,075	D	$213.6356(11)	1,118,592	D

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
Stock Option	$51.13	06/24/2025		A		5,000,000		06/24/2025	07/20/2025	Common Stock	5,000,000	$0	5,000,000(12)	D
Stock Option	$51.13	06/25/2025		M			1,873,791	06/24/2025(12)	07/20/2025	Common Stock	1,873,791	$0	3,126,209	D
Stock Option	$51.13	06/26/2025		M			1,865,701	06/24/2025(12)	07/20/2025	Common Stock	1,865,701	$0	1,260,508	D

Explanation of Responses:

1. Sale of shares pursuant to Rule 10b5-1 Plan adopted on September 25, 2024.

2. This transaction was executed in multiple trades at prices ranging from $210.22 to $211.215. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $211.22 to $212.215. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $212.22 to $213.215. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $213.22 to $214.215. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $214.22 to $215.215. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $215.22 to $215.93. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

8. This transaction was executed in multiple trades at prices ranging from $210.39 to $211.385. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

9. This transaction was executed in multiple trades at prices ranging from $211.395 to $212.39. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

10. This transaction was executed in multiple trades at prices ranging from $212.395 to $213.39. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

11. This transaction was executed in multiple trades at prices ranging from $213.395 to $214.385. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

12. Represents 2/7 of the number of shares subject to a performance-based option that vested upon certification of a performance goal by the Compensation Committee.

	/s/ Aimee Weast by Aimee Weast, Attorney in Fact for Safra Catz (POA Filed 03-21-19)	06/26/2025
	** 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.

FAQ

How many Oracle shares did Safra Catz sell on 25-26 June 2025?

The CEO sold a total of approximately 3,739,492 shares over the two days.

What proceeds did the ORCL CEO realise from the sale?

Based on weighted-average prices, the sale generated about $793 million in gross proceeds.

At what price were Safra Catz’s options exercised?

All options were exercised at a fixed strike price of $51.13 per share.

What is Safra Catz’s remaining direct ownership in ORCL after the transactions?

She now directly holds 1,118,592 Oracle shares plus 1.26 million unexercised options.

What triggered the vesting of the 5 million new options granted to the CEO?

The options vested upon the Compensation Committee certifying a performance goal on 24 Jun 2025.