Oracle's quarterly report, filed on Friday 11 September 2026, contained a disclosure about its executive chair and chief technology officer. On 22 June, Larry Ellison had adopted a trading plan allowing him to sell up to 50 million Oracle shares, scheduled to run until 24 October.
On Saturday 12 September, Oracle said the plan had been cancelled. No stock had been sold under it, the company said, and Ellison has no other plans to sell. It gave no reason.
At current prices the plan was worth about 7.5 billion dollars, by CNBC's arithmetic. It covered roughly 1.7 per cent of the 3.02 billion Oracle shares outstanding on 7 September, and a small slice of Ellison's own holding; CNBC reports that he controls more than 40 per cent of the company.
The interesting part is not that a billionaire changed his mind. It is what the rules allowed, and when.
What a trading plan is for
Company insiders may not trade while they know something material that the market does not. Because senior executives almost always know something, the SEC's Rule 10b5-1 gives them a defence: a trade made under a written plan, adopted in good faith at a time when they had no such information, is not treated as a trade made on the basis of it.
The SEC tightened the rule in amendments that took effect in 2023, after years of criticism that plans were being adopted and altered opportunistically. Two changes matter here. Directors and officers must wait through a cooling-off period before a new plan can trade. And companies must disclose each quarter when their directors and officers adopt or terminate such plans, which is how this one surfaced.
The arithmetic of the cooling-off period
For a director or officer, the rule says no trade may take place until the later of two dates: 90 days after the plan is adopted, or two business days after the company files its quarterly or annual report for the quarter in which the plan was adopted. Either way the wait is capped at 120 days.
Apply that to Ellison's plan.
| Date | Event |
|---|---|
| 22 June | Oracle files its annual report; Ellison adopts the plan |
| 10 September | Oracle releases its first-quarter results |
| 11 September | The quarterly report discloses the plan |
| 12 September | Oracle says the plan has been cancelled |
| 15 September | Two business days after the quarterly report |
| 20 September | 90 days after adoption, the later of the two dates, and a Sunday |
| 21 September | The first trading day on which the plan could have sold |
| 24 October | The plan's scheduled end |
Everything the public learned about this plan, its existence and its cancellation, happened inside a window in which it could not have sold a single share.
Starting is slow. Stopping is not
The asymmetry is built in. Adopting a plan starts the clock. The rule treats any change to a plan's amount, price or timing as ending the old plan and adopting a new one, which starts the clock again. Ending a plan outright carries no waiting period.
That follows from what insider trading law is about: purchases and sales. A sale that never happens is neither. The rule's good-faith condition attaches to a plan under which trades are made, and here none were.
Nothing about that is improper. The rules are built around trades, and no trade happened. But it does mean the one forward-looking fact the disclosure gave the market was withdrawn the next day, before it could be tested.
Oracle will formally report the termination in its next quarterly filing. It chose to announce it straight away.
One more item in the same filing
The quarterly report also updates litigation that names Ellison's role. A proposed class action, filed on 3 February 2026 and amended on 14 July, accuses Oracle, its chief technology officer, one of its chief executives, two other executives and a board member of making misleading statements about Oracle's cloud infrastructure business. The defendants' response is due on 16 September.
In securities fraud cases, courts can weigh unusual insider selling when judging whether defendants had a motive to mislead. Nothing in Oracle's filings or its statement connects the lawsuit to the plan or to its cancellation, and Oracle has given no reason for either the plan or its end.
Where it sits
Oracle's first-quarter numbers showed a company spending heavily on data-centre capacity for AI customers. CNBC notes that the shares have fallen about 23 per cent this year, and that Ellison has also been financing his son David's media ambitions, including Paramount Skydance's pursuit of Warner Bros. Discovery, which is being contested in court.
What is not established
- Why the plan was adopted, or why it was cancelled. Oracle gave no reason.
- Exactly when Ellison ended it, before or after the quarterly report was filed.
- Whether the plan had price limits that would have prevented sales anyway. The disclosure gives only the maximum number of shares and the end date.
- Whether the disclosure moved Oracle's share price before the cancellation was announced.
