Oracle files to sell $10 billion of stock and $10 billion of bonds; shares fall 5.5%

Oracle filed prospectus supplements with the Securities and Exchange Commission on Monday for a $10 billion common stock offering and a concurrent $10 billion senior notes offering. Shares were trading near $123.50 at 10:50 a.m. Eastern, down about 5.5% from Friday's $130.67 close, according to Nasdaq quote data.

The $20 billion total is not a surprise. At its October 28 Investor Day, Oracle capped new capital-markets raises for fiscal 2027 to 2030 at $20 billion, split evenly between equity and debt. What the filings add is the mechanics, and those are worth reading.

The number behind the number: what $10 billion of stock means in shares

The equity prospectus uses Friday's $130.67 close to size the deal: 76,528,659 new shares, lifting the count from 3,023,726,695 (as of August 31) to 3,100,255,354. That is a 2.5% increase in shares outstanding. The price is left blank, so the real figure depends on where the offering prices. At Monday morning's roughly $123.50, the same $10 billion would take about 81 million shares, around 2.7%. That second figure is our arithmetic, not a company number.

Item	Figure	Source
Common stock offered	$10 billion	424B5
Shares at $130.67	76,528,659	424B5
Shares outstanding after, at that price	3,100,255,354	424B5
Senior notes offered	$10 billion, six tranches	424B2
Notes maturities	Floating 2029; fixed 2029, 2031, 2033, 2037, 2046	424B2
Debt at August 31	$125.34 billion	CNBC

The notes: a long ladder, rates still blank

The bond prospectus lists a floating-rate note priced off compounded SOFR plus a spread, and five fixed-rate notes, the longest due in 2046. The coupons and spreads are blank in the preliminary filing, so no pricing is known yet. Neither offering is conditioned on the other, and Oracle says it cannot assure that either will close on these terms. The stock ranks behind the notes.

For use of proceeds, the filings say general corporate purposes, which may include capital expenditures, repayment of debt and future investments. The base prospectus also lists acquisitions and dividends or buybacks as possible uses. Oracle has not said how much goes to which. That matters: if all $10 billion of bonds is new borrowing, debt would rise roughly 8% from the $125.34 billion CNBC cites. If part repays existing notes, it would not. We cannot tell which from the filings.

What the credit market is saying

CNBC reported that Oracle's 4.95% notes due 2031 yield 7.157%, and that its five-year credit default swap spread is 296 basis points, up 270% in a year, a level S&P Global Market Intelligence's Gavan Nolan compared with a high-end junk rating. S&P cut Oracle to BBB-, one notch above high yield, in July. CNBC also reported the shares are down 33% in 2026 and 50% over twelve months. For a company that wants to borrow $10 billion more, the 2031 yield is the cost reference investors will compare any new coupon against.

Who this actually hits

• Current shareholders: a roughly 2.5% to 2.7% larger share count means each existing share owns a thinner slice of future earnings, before any benefit from what the money builds.
• Oracle's bondholders: new debt that ranks equally with existing unsecured notes, and a bigger pile to repay, while the company says free cash flow stays negative until the second half of fiscal 2028.
• Other heavy AI spenders: Oracle's spread is a read-across for how the credit market treats companies funding data centers with borrowed money. Our earlier coverage of credit default swap pricing across the AI cloud group shows the same pressure.

What to watch

The pricing terms: the final share price, the coupons and spreads on each tranche, and whether underwriters report demand above the offer size. Those arrive when the final prospectuses are filed. The offerings are led by BofA Securities, with Wells Fargo, Citigroup, BNP Paribas, Deutsche Bank, J.P. Morgan, PNC, BTIG, Goldman Sachs, HSBC, Lloyds and SMBC Nikko as joint book-runners on the equity side.

Sources: Oracle 424B5 common stock prospectus supplement and 424B2 senior notes prospectus supplement, both filed November 2, 2026 on SEC EDGAR; CNBC; Nasdaq quote data at 10:50 a.m. ET. Share-count percentages are Chronicle arithmetic from the filing. This is market information, not investment advice.