Oracle files to raise $20 billion through $10 billion of stock and $10 billion of notes, SEC filings show

Oracle filed plans on Monday, Nov. 2, to sell $10 billion of common stock and $10 billion of senior notes, according to its stock prospectus supplement and notes prospectus supplement on SEC EDGAR. Neither offering is conditioned on the other closing, the filings say. Oracle priced the notes later Monday, according to a final pricing term sheet it filed with the SEC; no filing had set a price or share count for the stock offering as of 6:30 p.m. ET Monday. Reuters reported that Oracle plans to raise $20 billion through bond and share sales.

The preliminary notes filing listed six tranches, including a floating-rate tranche due 2029. The final term sheet lists five fixed-rate tranches totaling $10 billion and no floating-rate notes: $2 billion of 7.000% notes due 2029, $1.75 billion of 7.450% notes due 2031, $2.25 billion of 7.850% notes due 2033, $2.5 billion of 8.000% notes due 2037 and $1.5 billion of 8.650% notes due 2046, with settlement expected Nov. 4. BofA Securities is global coordinator and joint book-running manager. Oracle said the proceeds will go to general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions, and dividends or share repurchases.

The $20 billion matches a limit Oracle set at its Oct. 28 investor day. In an 8-K exhibit, Oracle said it committed to limiting additional capital raises through fiscal 2030 to $20 billion, excluding refinancing of existing debt, currently expected to be $10 billion of equity and $10 billion of gross debt. The company said that is in addition to a $20 billion at-the-market equity raise completed in the first quarter of fiscal 2027. CNBC reported that the fundraising had already been outlined at the investor day.

Oracle’s prospectus shows total debt of $125.34 billion as of Aug. 31, made up of $119.96 billion of senior notes and $5.38 billion of other borrowings, in a capitalization table the filing labels unaudited. Reuters described the $125.34 billion as notes payable and other borrowings and set it against fiscal 2026 revenue of $67.36 billion, a revenue figure that is Reuters’s and not in the offering documents. CNBC said S&P downgraded Oracle to BBB-, one level above high yield, in July. At its Oct. 28 investor day, Oracle said it expects fiscal 2030 revenue of at least $225 billion and positive free cash flow in the second half of fiscal 2028.

Oracle shares fell 8.8% on Monday, CNBC reported in an updated article. Reuters reported earlier Monday that the decline extended a roughly 33% drop this year through Friday, and that Oracle’s existing 6.85% bonds due 2066 fell more than 1.2 cents on the dollar, citing Tradeweb data. The prospectus gives $130.67 as the Oct. 30 last reported sale price of Oracle’s common stock on the New York Stock Exchange.

Oracle files to raise $20 billion through $10 billion of stock and $10 billion of notes, SEC filings show

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