Oracle's $20 billion stock and bond sale: what the filing says

Oracle is raising $20 billion by selling new common stock and senior notes, $10 billion of each. The preliminary prospectus supplement is dated November 2, 2026 [2] [1]. CNBC says Oracle outlined the plans last week at its investor day [1].

What Oracle filed

The offer has two parts of equal size. The preliminary prospectus supplement covers $10,000,000,000 of common stock, traded on the New York Stock Exchange under the symbol ORCL, and a concurrent offering of $10,000,000,000 aggregate principal amount of senior notes [2]. CNBC reports the same $10 billion split [1]. The stock offering is made under Registration No. 333-299752, and its closing is not conditioned on the closing of the notes offering [2].

The document is a draft. It is headed "subject to completion" and states that it "is not complete and may be changed." The offering price to the public, the underwriting discounts and the net proceeds are left blank on the cover [2]. Reuters reports that the bond offering has six tranches maturing between 2029 and 2046, one floating-rate and five fixed-rate, and that interest rates, prices and the number of shares have not been set [4]. No notes have been priced yet.

Why Oracle is borrowing

The filing gives a broad purpose. It says the net proceeds "will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness" [2]. Reuters lists the uses as "general corporate purposes, including capital spending, debt repayment, acquisitions, dividends and share buybacks" [3]. Reuters also describes the raise against Oracle's "costly AI and cloud infrastructure build-out" [4], and CNBC frames the sale as financing the AI buildout in its headline [1].

The AI link has an earlier pledge behind it. Reuters reports that Oracle committed to "no more than $20 billion in additional financing for AI through fiscal 2030" [3]. CNBC says the plans were outlined at the investor day last week [1]. The pledge caps AI financing through fiscal 2030. It does not cap all of Oracle's borrowing. Neither the filing nor the news reports say how the $20 billion will be divided between data center spending and repaying existing debt.

Debt and the market reaction

Oracle reported $125.34 billion in notes payable and other borrowings as of August 31 [3]. CNBC says the bulk of this is senior notes [1]. Its fiscal 2026 revenue was $67.36 billion [3]. By our arithmetic, debt was about 1.9 times the revenue of the last fiscal year, before the new money arrives.

Credit markets already price risk. Reuters says the interest rates on the new notes are not yet set [4]. S&P downgraded Oracle to BBB- in July, one rating level above high yield [1]. CNBC reports that the five-year credit default swap spread sits at 296, up 270% in one year, and that Oracle's investment-grade 4.95% bond due in 2031 is currently yielding 7.157% [1]. A credit default swap pays out if a borrower defaults, so a higher spread means investors are paying more for protection against that risk.

The shares fell on the news. CNBC says they tumbled more than 4% on Monday and are down 33% in 2026 and 50% over the past 12 months [1]. Reuters puts the fall at nearly 5% and the 2026 decline at roughly 33% through Friday [4]. Shares had rallied about 11% on Wednesday, after the chief financial officer, Hilary Maxson, said Oracle expects free cash flow to turn positive in the second half of fiscal 2028 [4].

Oracle's long-term targets are for fiscal 2030. It expects revenue to exceed $225 billion and adjusted earnings to top $21 a share [3]. CNBC gives the revenue forecast as at least $225 billion for fiscal 2030 [1].

What comes next

The next document to check is the final prospectus supplement. The preliminary filing leaves the offering price, the underwriting discounts and the net proceeds blank [2]. The only per-share price in it is the October 30 last reported sale price of $130.67 [2]. Reuters says the interest rates and prices on the note tranches, and the number of shares, have not been set [4]. Until a final filing fills those in, the terms of both offerings are unknown. Readers should treat the preliminary figures in news reports as placeholders until the final prospectus supplement is on file [2].