Oracle CEO Clayton Magouyrk Exercises RSUs; Shares Withheld for Taxes

What Happened

• Clayton M. Magouyrk, CEO of Oracle (ORCL), had restricted stock units (RSUs) convert to common shares on Sept 19–20, 2026 (total 129,862 shares: 41,769 + 88,093). On Sept 21, 2026, a total of 51,102 shares were withheld to satisfy tax withholding (16,437 shares for $2,426,266 and 34,665 shares for $5,116,901, at $147.61 per share), totaling approximately $7,543,167. Net shares delivered on vesting were about 78,760 shares. The exercise/conversion entries (code M) reflect RSU settlement; the disposals (code F) reflect tax withholding, not open-market sales.

Key Details

• Transaction dates: RSU conversion on 2026-09-19 and 2026-09-20; tax withholding dispositions on 2026-09-21. Filing date: 2026-09-23.
• Prices and values: withholding at $147.61/share — $2,426,266 and $5,116,901 respectively; combined ≈ $7,543,167.
• Shares involved: 129,862 RSUs converted; 51,102 shares withheld for taxes; net ~78,760 shares issued to Magouyrk.
• Shares owned after transaction: not specified in the Form 4 filing.
• Footnotes: F1 = shares withheld for tax liability; F2 = each RSU equals one share at settlement; F3 = these RSUs vest in four equal annual installments beginning one year after grant.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of tax liability (shares withheld).

Context

• This was a routine RSU vesting and tax-withholding event, not an open-market sale or deliberate stock purchase. Withholding shares to cover taxes is common practice following vesting and does not necessarily indicate a change in insider sentiment.