Oracle Insider Filing: Henley RSUs Vest, Tax-Withholding Dispositions in Sept 2025
Rhea-AI Filing Summary
Jeffrey Henley, Vice Chairman and a director of Oracle Corporation (ORCL), reported multiple insider transactions tied to vesting of restricted stock units and tax-withholding dispositions in September 2025. On 09/19/2025 and 09/20/2025 Henley had restricted stock units vest (codes M) resulting in acquisitions of 13,425 and 33,035 shares, settled at $0 as units converted into common stock. On 09/19/2025 and 09/22/2025 shares were withheld to satisfy tax liabilities (code F(1)), resulting in dispositions of 5,891 shares at $296.62 and 14,464 shares at $308.66. Following these reported transactions Henley’s beneficial ownership positions are shown as 1,016,303 and 1,001,839 shares (reported as indirect holdings by trusts), with additional holdings reported as 145,114 shares by a GRAT and 362,029 shares by the Henley Community Property Trust. The filings were signed by Aimee Weast as attorney-in-fact on 09/23/2025.
Positive
- Continued substantial beneficial ownership: Reported indirect holdings exceed 1,000,000 shares, indicating sustained alignment with shareholders.
- Routine compensation activity: Acquisitions reflect RSU vesting rather than open-market selling, consistent with long-term incentive realization.
Negative
- Shares withheld for taxes: Dispositions of 5,891 and 14,464 shares at $296.62 and $308.66 reduce share count, though these are tax-related and routine.
Insights
TL;DR: Routine RSU vesting and tax-withholding sales; Henley retains substantial indirect ownership exceeding one million shares, indicating continued long-term exposure.
The Form 4 discloses standard non-derivative activity: restricted stock units vested (codes M) and a portion withheld to cover taxes (F(1)). Net changes are small relative to the scale of reported beneficial ownership. The filings show indirect holdings via trusts and a GRAT, consistent with estate and tax planning rather than active market disposition. For investors, these transactions do not indicate a material change in insider alignment with shareholders.
TL;DR: Insider reported routine compensation settlements and tax withholdings; disclosures and POA signature comply with Section 16 reporting norms.
The Form 4 is properly executed by a power-of-attorney and details both acquisitions from vesting and shares withheld for taxes. Reporting of indirect ownership through trusts and a GRAT is appropriate for a senior executive and director. The magnitude of retained indirect holdings suggests continued governance alignment; the withheld disposals are administrative and do not signal a governance or control shift.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 14,464 | $308.66 | $4.46M |
| Exercise | Restricted Stock Unit | 33,035 | $0.00 | -- |
| Exercise | Common Stock | 33,035 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 13,425 | $0.00 | -- |
| Exercise | Common Stock | 13,425 | $0.00 | -- |
| Tax Withholding | Common Stock | 5,891 | $296.62 | $1.75M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Shares withheld for payment of tax liability upon vesting of restricted stock units. Each restricted stock unit represents the 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.
