Oracle (ORCL) CEO Clayton Magouyrk Exercises RSUs, Withholds Shares for Taxes

What Happened
Clayton M. Magouyrk, CEO of Oracle Corporation, converted/ exercised 61,452 derivative awards (RSUs) on September 15, 2026. Of those shares, 24,182 were withheld/disposed to satisfy tax liability at an indicated price of $144.79 per share, totaling $3,501,312. After withholding, Magouyrk retained roughly 37,270 shares from this settlement. The filings show the transactions as exercise/conversion (code M) with a withholding/tax payment disposition (code F).

Key Details

• Transaction date: 2026-09-15; Form 4 filed: 2026-09-17 (filed within the SEC two-business-day window).
• Exercise/conversion: 61,452 shares (code M) at $0.00 (typical for RSU settlement).
• Withheld/disposed for tax payment: 24,182 shares at $144.79 each = $3,501,312 (code F).
• Net shares retained from this vesting: ~37,270 (61,452 − 24,182).
• Footnotes: F1 notes 88 shares acquired under the issuer's ESPP; F2 confirms shares were withheld to pay tax liability on RSU vesting; F3 defines an RSU as a contingent right to one share at settlement; F4 notes RSUs vest in four equal annual installments beginning on the first anniversary of the grant.
• Shares owned after the transaction are not explicitly stated in the provided excerpt of the filing.

Context
This was a conversion/settlement of RSUs with shares withheld to cover taxes — a routine, administrative event for executives rather than an open-market sale or purchase. For derivatives/RSUs, a $0 exercise price typically means the award converts to shares on vesting; withholding of shares to pay taxes (code F) is a common cashless method and does not necessarily indicate a change in insider sentiment.