Oracle Corp SEC Filings

Clayton M. Magouyrk, listed as Chief Executive Officer, reported a Section 16 Form 4 for Oracle Corporation (ORCL) reflecting a grant of stock options. The filing shows a derivative security described as a Stock Option with an exercise price of $308.46, dated 09/24/2025, for 2,593,530 option shares. The filing notes 25% of the shares subject to the option vest annually on each anniversary of the grant date. The reported options are held directly. The Form 4 was signed under power of attorney on 09/26/2025.

Oracle's definitive proxy discloses governance, succession and executive compensation actions for fiscal 2025. The company completed a planned CEO succession in September 2025: Safra Catz retired as CEO and PFO and became Executive Vice Chair, and Mr. Magouyrk and Mr. Sicilia were appointed as co-CEOs. Douglas Kehring was appointed Executive Vice President, Principal Financial Officer. The proxy calls for election of 13 directors, an advisory vote on named executive officer compensation, and ratification of Ernst & Young LLP as auditor for fiscal 2026.

The Compensation Committee elected not to pay annual cash bonuses for fiscal 2025 to preserve cash for strategic AI and growth priorities, and reduced performance-based bonuses to $0 (with one forfeiture noted). Long-term incentive outcomes included partial vesting of eight-year performance-based stock options. Key reported metrics include GAAP operating margin of 31% and GAAP earnings per share of $4.34. The proxy was first made available to stockholders on or about September 26, 2025.

Oracle Corporation reported documentation and terms for a proposed debt offering. The company references an existing S-3 registration statement filed March 15, 2024, and a preliminary and final prospectus supplement both dated September 24, 2025, indicating a securities offering process is underway.

Forms are provided for six note series: 4.450% due 2030, 4.800% due 2032, 5.200% due 2035, 5.875% due 2045, 5.950% due 2055, and 6.100% due 2065. An Officers' Certificate dated September 26, 2025 sets forth the notes' terms, and legal opinion and consent from Freshfields US LLP are included, along with an interactive cover page Inline XBRL file. The filing is administrative documentation of the planned note issuance rather than operating results.

ORCL Form 144 filing shows a proposed sale of 2,222 common shares through Fidelity Brokerage Services on 09/26/2025 with an aggregate market value of $641,958.24. The shares were acquired on 05/31/2022 by restricted stock vesting and were received as compensation. The filing also discloses that Naomi Seligman sold 3,303 common shares on 07/16/2025 for $770,656.29. The issuer's outstanding shares are listed as 2,841,714,000, indicating these transactions are small relative to total shares outstanding.

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.

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.

Maria Smith, EVP and Chief Accounting Officer of Oracle Corp (ORCL), reported several insider transactions tied to restricted stock units vesting. On 09/19/2025 she received 11,934 shares and on 09/20/2025 she received 5,506 shares as vesting restricted stock units. To satisfy tax obligations, 6,218 shares were withheld on 09/19/2025 at a per-share price of $296.62 and 2,869 shares were withheld on 09/22/2025 at $308.66. After these transactions, the form reports 57,083 shares beneficially owned.

The filing was signed on behalf of Ms. Smith by an attorney-in-fact, Aimee Weast, with a POA on file dated 01/04/2023.

Clayton M. Magouyrk, listed as President, OCI, reported multiple transactions in Oracle Corporation (ORCL) securities tied to restricted stock unit vesting in September 2025. On 09/19/2025 and 09/20/2025 a total of 129,861 restricted stock units vested and were converted into common stock at no cash price, increasing his beneficial ownership. To pay withholding taxes, on 09/19/2025 16,436 shares were surrendered at $296.62 each and on 09/22/2025 34,665 shares were surrendered at $308.66 each.

After the sequence of vesting and share-withholdings, Magouyrk beneficially owned 194,030 shares of Oracle common stock. The Form 4 was executed by an attorney-in-fact, Aimee Weast, under a power of attorney filed 06/12/2025, and signed on 09/23/2025.

Stuart Levey, Executive Vice President and Chief Legal Officer of Oracle Corporation (ORCL), reported transactions on Form 4 related to the vesting and settlement of restricted stock units (RSUs). On 09/19/2025, 20,884 RSUs vested and were settled into common stock at no cash purchase price, increasing the reported shares acquired by that amount. To satisfy tax withholding on the vesting, 10,244 shares were withheld and disposed of at $296.62 per share. After these transactions the filing shows 38,187 shares beneficially owned (direct) and 62,654 shares beneficially owned when counting derivative securities underlying outstanding RSUs.