Oracle CEO Michael D. Sicilia Sells $1.52M in Stock Under 10b5-1 Plan Post-RSU Vesting

Executive Summary

On September 17, 2026, Oracle Corporation (NYSE: ORCL) Chief Executive Officer Michael D. Sicilia filed a Form 4 disclosing transactions executed on September 15 and September 16, 2026. The filing outlines the vesting of restricted stock units (RSUs), mandatory tax withholding, and a pre-arranged open-market sale under a Rule 10b5-1 trading plan.

Transaction Breakdown

1. RSU Vesting (Code M):

   • Date: September 15, 2026
   • Shares Acquired: 52,673 shares of Common Stock at $0.00.
   • Derivative Settlement: 52,673 RSUs settled, leaving 52,674 RSUs remaining in the grant tranche.

2. Tax Withholding (Code F):

   • Date: September 15, 2026
   • Shares Withheld: 25,468 shares at $144.79 per share to satisfy statutory tax obligations, valued at approximately $3,687,511.72.

3. Open Market Sale (Code S):

   • Date: September 16, 2026
   • Shares Disposed: 10,882 shares at $139.94 per share.
   • Total Consideration: $1,522,827.08.
   • Plan Details: Conducted pursuant to a Rule 10b5-1 trading plan adopted on December 24, 2025.

Ownership Post-Transaction

• Direct Ownership: 149,084.279 shares of common stock (including 105 shares acquired through the company's ESPP).
• Indirect Ownership: 2,655 shares held indirectly by spouse.
• Net Change: Despite the sale of 10,882 shares and tax withholding of 25,468 shares, Mr. Sicilia's direct holdings increased net by +16,323 shares relative to his pre-vest position.

Market & Governance Implications

• Significance: Low. The transaction represents routine executive compensation vesting followed by scheduled tax withholding and a planned 10b5-1 liquidation.
• 10b5-1 Plan Pre-establishment: The sale was executed under a plan adopted more than eight months prior (December 24, 2025), complying with cooling-off requirements and mitigating concerns regarding discretionary insider selling.