[Form 4] ORACLE CORP Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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).

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^*

HENLEY JEFFREY

(Last) (First) (Middle)

C/O DELPHI ASSET MGMT CORPORATION

200 S. 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

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		13,425	A	$0	989,159	I	By Trust
Common Stock	09/19/2025		F(1)		5,891	D	$296.62	983,268	I	By Trust
Common Stock	09/20/2025		M		33,035	A	$0	1,016,303	I	By Trust
Common Stock	09/22/2025		F(1)		14,464	D	$308.66	1,001,839	I	By Trust
Common Stock								145,114	I	By GRAT
Common Stock								362,029	I	By Henley Community Property Trust

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	(2)	09/19/2025		M			13,425	(3)	(3)	Common Stock	13,425	$0	40,278	D
Restricted Stock Unit	(2)	09/20/2025		M			33,035	(3)	(3)	Common Stock	33,035	$0	33,035	D

Explanation of Responses:

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

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

3. 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 Jeffrey Henley (POA Filed 03/20/19)	09/23/2025
	** 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

What transactions did Jeffrey Henley report on Form 4 for ORCL in September 2025?

The Form 4 reports RSU vesting acquisitions of 13,425 shares on 09/19/2025 and 33,035 shares on 09/20/2025, and tax-withholding dispositions of 5,891 shares at $296.62 on 09/19/2025 and 14,464 shares at $308.66 on 09/22/2025.

How many ORCL shares does Henley beneficially own after these transactions?

The filing shows reported indirect beneficial ownership amounts including 1,016,303 and 1,001,839 shares, plus additional holdings of 145,114 (GRAT) and 362,029 (Henley Community Property Trust) shares as reported.

Were the reported dispositions open-market sales or tax withholdings?

The dispositions are identified with code F(1), and the explanation states shares were withheld to satisfy tax liabilities upon vesting of restricted stock units.

Who signed the Form 4 and under what authority?

The Form 4 was signed on 09/23/2025 by Aimee Weast as attorney-in-fact for Jeffrey Henley; a power of attorney was filed on 03/20/2019.

Do these transactions indicate a change in control or governance at Oracle (ORCL)?

No. The filings show routine vesting and withholding and continuing substantial indirect ownership, with no evidence of a change in control or governance in the document.