Oracle Files Concurrent Common Stock and Senior Notes Offerings

Oracle filed a preliminary prospectus supplement for senior notes with the U.S. Securities and Exchange Commission on November 2, 2026, covering concurrent offerings of common stock and senior notes, with the stock and debt components each sized at $10 billion.

Both documents are preliminary and subject to change. The common-stock prospectus supplement leaves the public offering price blank. The notes document leaves per-series principal amounts, interest rates, spreads, prices and delivery dates unset. Neither offering’s closing is conditioned on the other, and either transaction may not be completed on the described terms or at all.

To illustrate the post-offering share count, the common-stock prospectus assumes sales of 76,528,659 shares at $130.67, the closing price on October 30, 2026. The actual number issued will vary with the sales price.

Note Terms and Debt Position

The debt is divided into floating-rate notes due 2029 and fixed-rate series due 2029, 2031, 2033, 2037 and 2046. The floating-rate notes will bear interest at Compounded SOFR plus an undetermined spread, payable quarterly, while the fixed-rate notes will pay interest semiannually. Oracle may not redeem the floating-rate notes before maturity, but may redeem any fixed-rate series in whole or in part at the applicable redemption prices.

The notes will be unsecured senior obligations ranking equally with all of Oracle’s existing and future unsecured, unsubordinated indebtedness. Existing and future liabilities of Oracle’s subsidiaries will be effectively senior to the notes. Oracle does not intend to list the notes on a securities exchange; the underwriters have indicated an intention to make a market in each series but are not obligated to do so.

As of August 31, 2026, Oracle reported $125.337 billion of total debt, comprising $119.961 billion in senior notes and $5.376 billion in other borrowings. Consolidated liabilities were approximately $236.1 billion, including $125.3 billion of senior unsecured borrowings that would rank equally with the new notes. Subsidiaries had approximately $107.2 billion of liabilities, including trade payables, to which the new notes would be effectively subordinated. Oracle also had the ability to borrow up to an additional $19.7 billion under its revolving credit facility and commercial paper program.

Proceeds and Financing Outlook

Net proceeds from the offerings will be used for general corporate purposes, potentially including capital expenditures, repayment of indebtedness, future investments or acquisitions, cash dividends and repurchases of common stock. Funds not immediately needed may be invested temporarily in cash, cash equivalents or marketable securities.

At its October 28, 2026 Investor Day, Oracle committed to limiting additional capital-markets funding for the FY27–FY30 investment cycle to $20 billion, excluding refinancing of existing debt, with an expected even split between equity and gross debt. The company completed a separate $20 billion at-the-market equity raise in the first quarter of fiscal 2027.

Oracle’s Investor Day outlook projects vendor financing, customer-provided hardware and customer prepayments reducing upfront cash requirements during the transition to positive free cash flow, peak capital expenditures in FY27–FY28, a step-down in FY29, positive free cash flow during the second half of FY28 and at least $30 billion of free cash flow in FY29.

The company also targets self-funded growth beginning in FY29 and net debt to adjusted EBITDA below 3.5 times that year. Oracle defines net debt as borrowings, vendor financing and operating and finance lease liabilities, less cash and marketable securities; adjusted EBITDA is based on its reported non-GAAP results, with depreciation and operating lease expense added back.

Until the preliminary terms are completed, the note coupons, per-series principal amounts and actual share count remain unset, and the stock and debt transactions can proceed independently.