Oracle Corp (NYSE: ORCL) disclosed that Stuart Levey, the company's Executive Vice President and Chief Legal Officer, acquired 523.382 restricted stock units as dividend equivalents on July 24, 2026. The acquisition, which represents deferred dividend equivalents accrued on previously granted restricted stock units, brings Levey's total beneficial ownership of Oracle common stock to 160,364.685 shares. The transaction was reported in a regulatory filing dated July 28, 2026, reflecting standard equity compensation practices for senior executives at the technology company.

Key Points

  • NYSE: ORCL-PD
  • Stuart Levey, EVP and Chief Legal Officer, acquired 523.382 restricted stock units on July 24, 2026
  • The acquisition represents dividend equivalents deferred from restricted stock units granted on November 5, 2022; units valued at $114.99 per share based on Oracle's closing stock price on the transaction date
  • Levey's total beneficial ownership now stands at 160,364.685 shares held directly

Executive Equity Stake Increases Through Dividend Equivalent Acquisition

Oracle's Chief Legal Officer Stuart Levey executed an acquisition of restricted stock units on July 24, 2026, as disclosed in the regulatory filing. The 523.382 units acquired represent dividend equivalents that had accrued with respect to earlier restricted stock unit grants issued on November 5, 2022. This transaction reflects a deliberate election by Levey to defer the dividend equivalents rather than receive them in cash, a practice that demonstrates confidence in Oracle's equity value among senior leadership.

The valuation of the acquired units was determined using Oracle's closing stock price on the transaction date of $114.99 per share. This pricing mechanism ensures that the dividend equivalent reinvestment occurs at the market rate on the day dividends were paid to the company's shareholders. Following the completion of this transaction, Levey's total beneficial ownership of Oracle common stock increased to 160,364.685 shares, all held in direct ownership form rather than through indirect beneficial arrangements.

Dividend Reinvestment Strategy Among Oracle Leadership

The filing indicates that Levey's transaction represents a continuation of deferred compensation arrangements established in November 2022. Rather than receiving cash dividends on his restricted stock units, Levey elected to allow these dividend equivalents to accrue and subsequently reinvest them into additional restricted stock units. This deferral strategy is a common practice among corporate executives seeking to increase their ownership stakes without deploying additional personal capital.

The timing of the transaction on July 24, 2026, corresponds with Oracle's dividend payment date, on which the company distributed dividends to its common stockholders. The acquisition of dividend equivalents at the prevailing market price on that specific date ensures that Levey's reinvestment occurs at valuations consistent with broader shareholder returns during the same period. This mechanism aligns executive compensation with overall shareholder value creation.

Restricted Stock Unit Grant History and Deferral Elections

The restricted stock units underlying the dividend equivalents trace their origin to a grant dated November 5, 2022. The original grant established the foundation for ongoing dividend equivalent accruals, which Levey has now elected to reinvest into additional units rather than convert to cash. This approach to equity compensation allows executives to compound their ownership positions over time through reinvestment of dividend payments.

The filing's explanation of responses clarifies that the number of dividend equivalents reported was calculated using Oracle's closing stock price on the transaction date. This standardized calculation method ensures transparency and consistency in determining the quantity of new restricted stock units acquired through the dividend reinvestment process. The use of the actual market price on the dividend payment date reflects regulatory standards for equity compensation transactions.

Stuart Levey's Role and Authority as Chief Legal Officer

As Executive Vice President and Chief Legal Officer of Oracle Corp, Stuart Levey holds a senior position responsible for the company's legal strategy, compliance, and regulatory matters. Officers at this level typically participate in equity compensation programs as part of their overall remuneration packages, aligning their personal financial interests with those of shareholders. The filing confirms Levey's status as an officer subject to Section 16 reporting requirements under securities regulations.

The transaction was executed on behalf of Levey through an attorney-in-fact arrangement, with Aimee Weast signing the regulatory filing as authorized representative under a power of attorney filed on November 8, 2022. This arrangement is a standard administrative mechanism that allows officers to authorize designated individuals to execute and file required securities disclosures on their behalf while maintaining full compliance with regulatory requirements.

Beneficial Ownership Position and Direct Holding Structure

Following the July 24, 2026 acquisition, Levey's total beneficial ownership of Oracle common stock reached 160,364.685 shares, all held in direct ownership form. Direct ownership, as opposed to indirect beneficial ownership through trusts, family entities, or other structures, indicates that Levey personally holds the securities with complete voting and economic rights. This direct holding structure provides investors with clear visibility into executive stake in the company.

The disclosure distinguishes between direct ownership of common stock and the restricted stock units acquired as dividend equivalents. While the restricted stock units represent a derivative security with specific vesting and exercise terms, they ultimately reflect claims on Oracle's common stock. The combination of direct common stock holdings and derivative securities provides a comprehensive picture of Levey's total equity exposure to Oracle and his personal alignment with shareholder interests.

Regulatory Compliance and Form 4 Filing Requirements

The transaction was reported through Oracle's filing of a Form 4 with the Securities and Exchange Commission, dated July 28, 2026, four days after the transaction execution. Form 4 filings constitute mandatory regulatory disclosures required of officers, directors, and beneficial owners of more than 10 percent of a company's equity securities. These filings provide public investors and regulatory authorities with transparency into securities transactions by company insiders.

The filing confirms that Levey qualifies as a reporting person subject to Section 16 requirements of the Securities Exchange Act of 1934. The document includes standard attestations regarding the accuracy of reported information, with warnings that intentional misstatements or omissions in Form 4 filings constitute federal criminal violations under applicable securities law. The regulatory framework ensures that insider transaction disclosures maintain integrity and reliability for market participants.

Market Context and Oracle Stock Valuation on Transaction Date

Oracle's common stock closed at $114.99 per share on July 24, 2026, the date on which Levey's dividend equivalent acquisition occurred and Oracle paid dividends to shareholders. This closing price served as the valuation basis for calculating the number of restricted stock units acquired through the dividend reinvestment process. The immediate share price impact of this individual officer transaction was not clear from available public information.

The transaction represents a routine equity compensation administration action rather than a discretionary investment decision by Levey. The filing does not indicate whether this dividend reinvestment reflects any particular view regarding Oracle's prospects or valuation. Senior executives' equity compensation transactions, while subject to regulatory disclosure requirements, typically reflect predetermined compensation arrangements rather than market timing or speculative decisions.

Implications for Investor Monitoring of Executive Equity Activity

Investors tracking executive equity activity at Oracle may monitor Form 4 filings as indicators of insider confidence and capital allocation decisions. Levey's election to reinvest dividend equivalents into additional restricted stock units rather than converting them to cash suggests continued confidence in Oracle's long-term equity value, though this transaction reflects a predetermined compensation deferral arrangement rather than an independent investment decision.

The restricted stock unit holdings, like other equity compensation, carry vesting schedules and other contingencies that typically are disclosed separately in Oracle's proxy statements and detailed compensation tables. The dividend equivalent reinvestment mechanism provides executives with a compounding effect on their equity stakes without requiring personal capital expenditure. Investors seeking comprehensive understanding of executive compensation and holdings should review Oracle's annual proxy statements alongside Form 4 transaction disclosures.