Oracle files to sell $10 billion of stock and $10 billion of notes at the same time

Two preliminary prospectuses filed with the SEC leave prices, rates and share counts blank and name only general corporate purposes for the proceeds.

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Oracle (NYSE: ORCL) filed on Monday, November 2, to sell $10 billion of common stock and, in a separate offering, $10 billion of senior notes, according to its preliminary prospectus supplement for the stock and its supplement for the notes filed with the Securities and Exchange Commission.

Two offerings of $10 billion each, neither tied to the other

The stock supplement says Oracle is offering $10,000,000,000 of its common stock and, at the same time, $10,000,000,000 of senior notes. The notes offering is described in a second filing. The company said the closing of each is not conditioned on the closing of the other, and that it cannot assure investors the other offering will be completed on the terms described, or at all.

Both documents are marked as preliminary and subject to completion. The share price, the number of shares, the interest rates and the delivery dates are blank. The last reported sale price of the stock on the New York Stock Exchange, on October 30, was $130.67 per share. At that price, $10 billion would be about 76.5 million shares, or about 2.5% of the 3,023,726,695 shares outstanding on August 31, 2026 (computed; the offering price is not yet set).

Six series of notes, from 2029 to 2046

The notes supplement lists six series: floating-rate notes due 2029, and fixed-rate notes due 2029, 2031, 2033, 2037 and 2046. The floating-rate notes pay a rate based on Compounded SOFR plus a margin; the coupons and margins are blank in the filing.

What the filings say about the money

Oracle said it will use the net proceeds of each offering for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions, and dividends or buybacks. The filings do not name a specific project or amount for any of those uses.

The notes supplement also gives the balance sheet the new debt would join. As of August 31, 2026, Oracle had about $236.1 billion of total liabilities, including $125.3 billion of senior unsecured borrowings that rank equally with the new notes. The company said it could borrow up to $19.7 billion more under its revolving credit facility and commercial paper program, and that it expects further borrowing through vendor financing, leases and other arrangements.

The test is the price Oracle gets for both, not the headline total

We read the filing as a company paying for growth with both of its currencies at once: new debt on top of $125.3 billion already outstanding, and new shares that would add roughly 2.5% to the count at the last price. Our line on technology is that the money follows compute and that spending should be judged against revenue, and the filings give no revenue figure to set against this raise, nor a stated use beyond general purposes.

The opportunity is that a single sale of this size would keep funding open without relying on borrowing alone. The threat is the cost: the coupons and the share price are blank, and we would expect the pricing, which has not been set, to say more about how investors rate the spending than the $20 billion total does. We would change our view if the final terms show strong demand at modest cost, or if Oracle names a specific use of the proceeds.

The view in this final section is FinanceInTime's editorial opinion, for information only. It is not investment, tax, legal or other advice, and it does not take your circumstances into account. Forecasts are uncertain and past results do not guarantee future ones.

Sources

  1. Preliminary prospectus supplement, common stock (424B5) — Oracle Corporation / SECPrimary source
  2. Preliminary prospectus supplement, senior notes (424B2) — Oracle Corporation / SECPrimary source
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