Oracle is seeking $20 billion through separate stock and bond offerings, a preliminary filing shows, while leaving final share-sale terms open and warning that the debt deal may not proceed.
Oracle’s Nov. 2 prospectus describes a $10 billion sale of common stock alongside $10 billion in senior notes. Either transaction may proceed without the other, but Oracle said the notes might not be issued on the terms described, if completed at all. The stock prospectus does not set a final share count or sale price.
The company said it may use proceeds for general corporate needs, including capital projects, paying down debt, pursuing investments or acquisitions, and returning cash through dividends or share repurchases.
The proposed amounts align with a separate funding framework Oracle outlined Oct. 28 for its fiscal 2027-2030 investment cycle. Oracle set a $20 billion ceiling on additional capital-market funding for that period, excluding refinancing, and described a mix of $10 billion in equity and $10 billion in gross debt. That framework followed a $20 billion at-the-market stock sale completed in fiscal 2027’s first quarter; Oracle’s filing said the program was fully used.
Oracle reported issuing 141 million shares through the program for $19.9 billion in net proceeds. In the quarter ended Aug. 31, capital expenditures reached $28.499 billion, while non-GAAP free cash flow was negative $5.396 billion. Notes payable and other borrowings totaled $125.337 billion at quarter-end.
Oracle said capital spending is expected to peak in fiscal 2027 and 2028, then decline in fiscal 2029. The company projected positive free cash flow in the second half of fiscal 2028 and at least $30 billion in fiscal 2029.
Reuters reported that Oracle’s notes were arranged in six groups, with maturities spanning 2029 through 2046; five carry fixed rates and the other has a floating rate. The rates and prices had not been set, Reuters reported. The same report said Oracle shares had fallen about 33% year to date through Oct. 30 and were down 4% in premarket trading Nov. 2.
The prospectus warns that future stock sales could weigh on Oracle shares. It does not specify the final share count or offering price.
