Oracle puts $20 billion of stock and bonds on the market, and shares slide

Oracle filed on November 2 to raise $20 billion from investors: $10 billion of common stock and a separate $10 billion of senior notes. Reuters reported the sale is meant to pay for the company’s AI and cloud buildout.

What the preliminary prospectus says

The stock half is described in a preliminary prospectus supplement that Oracle filed with the U.S. Securities and Exchange Commission. It covers $10 billion of common stock, priced against the last reported sale of $130.67 a share on October 30. At that price the document assumes about 76.5 million new shares, which would leave roughly 3.1 billion shares outstanding, so the new issue would add about 2.5% to the share count. The final number depends on the price actually achieved.

The filing says a separate $10 billion senior notes offering runs alongside it, under its own prospectus supplement. Neither sale depends on the other closing, and the common stock ranks below the notes in a claim on the company. Reuters reported that the bond side has six tranches maturing between 2029 and 2046, one with a floating rate and five fixed. Coupons, bond prices and the final share count had not been set.

BofA Securities is global coordinator and joint book-runner for the stock sale. The other joint book-runners are Wells Fargo, Citigroup, BNP Paribas, Deutsche Bank, J.P. Morgan, PNC Capital Markets, BTIG, Goldman Sachs, HSBC, Lloyds and SMBC Nikko.

Oracle lists the use of proceeds as general corporate purposes. That can include capital spending, repaying debt, future investments or acquisitions, dividends and share buybacks. The filing does not tie the money to any named project, and the net proceeds line is still blank.

A raise that follows last week’s spending promise

According to Reuters, Oracle said last week that capital spending would peak this fiscal year and next, and that it would seek no more than $20 billion of additional AI financing through fiscal 2030. The same report said CFO Hilary Maxson told investors free cash flow should turn positive in the second half of fiscal 2028, and that Oracle aims to more than triple revenue by fiscal 2030, to above $225 billion. Whether the new sale is the full $20 billion that pledge refers to is not stated in the filing, so the link between the two is not confirmed.

Reuters said Oracle shares fell nearly 6% on the news. They were already down roughly a third for the year through Friday, after an 11% jump on Wednesday that followed the cash flow comments.

Debt, dilution and the cost of staying in the race

The mix matters. Selling stock dilutes existing holders, while selling notes adds to a debt load that Reuters put at $125.34 billion in notes payable and other borrowings as of August 31. Fiscal 2026 revenue was $67.36 billion, according to the same report, so the borrowings are well above a full year of sales. Reuters noted that Oracle’s existing 6.85% bonds due 2066 fell by more than 1.2 cents on the dollar after the filing, a sign that some creditors did not welcome more supply.

Reuters also pointed to two reasons investors are watching closely: Oracle lacks the revenue scale of Microsoft and Amazon, and it has significant exposure to OpenAI, which the outlet describes as loss-making. Amazon’s own bill shows the scale of the race. As we reported, it spent $77 billion in one quarter on AI and ended with free cash flow of negative $42 billion. Oracle is paying for similar ambitions with a smaller revenue base, which is why it turns to both equity and bond markets at once.

The wider build-out also faces scrutiny over how it is presented. OpenAI is weighing a new name for its data centers ahead of the midterms, a reminder that the cost of this capacity is becoming a public topic.

What the filing does not settle

The prospectus is preliminary and subject to completion, with the delivery date and net proceeds blank. Pricing will show how much investors demand to fund Oracle’s expansion, and the final share count will show how much dilution they accept. For now the filing establishes the size, structure and banks. Everything about the bond terms and the stock outside the filing rests on Reuters, and Oracle’s own statement on why it chose this split is not part of the prospectus text.