Tech · $ORCL
Oracle Files to Sell $10 Billion of Stock and $10 Billion of Notes as Shares Slide About 5%
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The software giant's dual offering to fund AI spending adds to debt that already stood near $236 billion in late August.
By Noris Ortiz ·
Oracle shares fell about 5% in Monday morning trading after the company filed to sell $10 billion of common stock alongside $10 billion of senior notes, a $20 billion capital raise to help pay for its artificial intelligence buildout [1][2][3].
The stock portion is laid out in a preliminary prospectus supplement dated November 2 and filed with the Securities and Exchange Commission. The document leaves the offering price and share count blank, but it uses Oracle's October 30 closing price of $130.67 for illustration. At that price the company would issue about 76.5 million new shares, lifting the count from roughly 3.02 billion shares outstanding on August 31 to about 3.10 billion [1]. By this calculation that is dilution of roughly 2.5%, though the final figure depends on where the shares are priced.
The $10 billion notes offering is being sold under a separate prospectus supplement, and the filing says neither deal is conditioned on the other. The filing does not give the notes' maturities or coupons, and it warns that completion of the notes sale is not assured [1]. Oracle says it may use the proceeds for general corporate purposes, a category it defines to include capital expenditures, debt repayment, investments or acquisitions, and cash dividends or share repurchases [1].
The filing also puts the size of the company's borrowing in context. Oracle reported about $236.1 billion of consolidated debt principal as of August 31, with a further $19.7 billion available under its revolving credit facility and commercial paper program [1]. Several of the banks underwriting the deals, which are led by BofA Securities with Wells Fargo, Citigroup, J.P. Morgan, Goldman Sachs and others, are also lenders under Oracle's term loan and revolver, a relationship the prospectus discloses [1]. Oracle has agreed not to issue additional shares for 60 days, with exceptions for employee equity plans, 401(k) contributions and acquisition-related issuance of up to 5% of its shares outstanding [1].
The market reaction was immediate. Yahoo Finance's live coverage showed Oracle down about 5% after the announcement [2], and TheStreet reported the shares were down 4.99% as of 10:50 a.m. ET [3]. Both figures are intraday moves and may differ from the closing change.
The raise arrives in the middle of a broader debate over how the biggest technology companies are paying for AI capacity. Last week's results from Amazon and Alphabet set off a technology selloff, with investors questioning heavy spending plans [2][3]. Yahoo Finance also noted that other large issuers have tapped bond markets recently: Alphabet announced a 6 billion euro bond sale on Monday, and Microsoft announced a $25 billion bond offering days earlier [2]. Against that backdrop, Oracle's choice to combine equity with debt is notable. Selling stock dilutes existing holders, while selling only bonds would add to a debt load that is already large.
For investors, several details are still open. Pricing for both offerings has not been set, and the coupons on the notes will indicate how much Oracle is paying to borrow compared with other highly rated issuers. The final share count and discount will show how much the market is willing to absorb at current prices. Investors will also look for any update on Oracle's capital spending plans and how much of the new money is directed to data center capacity versus debt repayment, since the filing allows for either [1].
Sources:
[1] U.S. Securities and Exchange Commission (Oracle Corporation), "Preliminary prospectus supplement (Form 424B5)", November 2, 2026. https://www.sec.gov/Archives/edgar/data/1341439/000119312526442729/d181425d424b5.htm
[2] Yahoo Finance, "Stock market today: Dow, S&P 500, Nasdaq recover from bruising sell-off as oil prices fall", November 2, 2026. https://finance.yahoo.com/markets/live/stock-market-today-monday-november-2-dow-sp-500-nasdaq-091835095.html
[3] TheStreet, "Stock Market Today (Nov. 2, 2026): Dow, Russell 2000 lead as market gains ahead of Apple's earnings report", November 2, 2026. https://www.thestreet.com/stock-market-today/stock-market-today-dow-jones-sp-500-nasdaq-updates-nov-02-2026
This article was produced with AI assistance. It is for informational purposes only and is not financial advice. StockVolt and its authors may hold positions in securities mentioned.