Oracle Announces Pricing of $20 Billion of Common Stock and Senior Notes

Neither offering depends on completion of the other, allowing the stock and debt transactions to close independently.

Rhea-AI Summary

Oracle (NYSE: ORCL) priced concurrent common stock and senior note offerings totaling $20 billion in public financing.

The stock offering comprises 86,206,897 shares at $116.00 each, with expected net proceeds of approximately $9.9 billion after underwriting discounts and estimated expenses. The notes offering is expected to provide approximately $10.0 billion net after those deductions. Its five tranches are $2 billion at 7.000% due 2029, $1.75 billion at 7.450% due 2031, $2.25 billion at 7.850% due 2033, $2.5 billion at 8.000% due 2037 and $1.5 billion at 8.650% due 2046.

Oracle expects both offerings to close on November 4, 2026, subject to customary closing conditions. If completed, proceeds will fund general corporate purposes, potentially including capital expenditures, debt repayment, investments or acquisitions, dividends or share repurchases.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Common stock offering is expected to provide approximately $9.9 billion in net proceeds. 2.7% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Senior notes offering is expected to provide approximately $10.0 billion in net proceeds. 2.8% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.86,206,897 new common shares at $116.00 each would dilute existing shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.$2 billion of 7.000% notes due 2029 would add debt and interest obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.$1.75 billion of 7.450% notes due 2031 would add debt and interest obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.$2.25 billion of 7.850% notes due 2033 would add debt and interest obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.$2.5 billion of 8.000% notes due 2037 would add debt and interest obligations.
• Minor point. Forward-looking: it has not happened yet and may not happen.$1.5 billion of 8.650% notes due 2046 would add debt and interest obligations.

News Explained

The new-share ownership effect has not yet occurred; it depends on closing the stock offering.

Oracle's priced offerings remain pending, and either may close without the other; if the stock sale closes, issuing 86,206,897 shares increases the share count and reduces existing holders' percentage ownership.

Key Figures

Common shares offered: 86,206,897 shares Common stock offering price: $116.00 per share Notes tranche: $2,000,000,000 at 7.000%, due 2029 +4 more

Common shares offered

86,206,897 shares

Concurrent common stock offering

Common stock offering price

$116.00 per share

Public offering price

Notes tranche

$2,000,000,000 at 7.000%, due 2029

Notes offering

Notes tranche

$1,750,000,000 at 7.450%, due 2031

Notes offering

Notes tranche

$2,250,000,000 at 7.850%, due 2033

Notes offering

Notes tranche

$2,500,000,000 at 8.000%, due 2037

Notes offering

Notes tranche

$1,500,000,000 at 8.650%, due 2046

Notes offering

Historical Context

1 past event · Latest: Oct 28

1 event

1. Oct 28

   Investor Day funding plan

   24h Move

   +10.7%

   Set a $20 billion FY27–FY30 funding cap, expected to include $10 billion in equity and $10 billion in gross debt.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offerings, senior notes, form s-3, prospectus supplement

4 terms

underwritten public offerings financial

"concurrent underwritten public offerings"

An underwritten public offering is when a company sells new shares to the public with investment banks agreeing to buy any unsold shares, guaranteeing the company will receive the promised cash. Think of it like a store manager who promises to buy any leftover inventory so the seller gets paid upfront; this provides certainty of funding but can dilute existing shareholders and affect the stock price, so investors watch size, purpose, and terms closely.

senior notes financial

"Common Stock and Senior Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

form s-3 regulatory

"registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"only by means of a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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AUSTIN, Texas, Nov. 2, 2026 /PRNewswire/ -- Oracle Corporation (NYSE: ORCL) today announced the pricing of concurrent underwritten public offerings of 86,206,897 shares of its common stock, par value $0.01 per share, at a public offering price of $116.00 per share (the "common stock offering") and $2,000,000,000 of its 7.000% notes due 2029, $1,750,000,000 of its 7.450% notes due 2031, $2,250,000,000 of its 7.850% notes due 2033, $2,500,000,000 of its 8.000% notes due 2037 and $1,500,000,000 of its 8.650% notes due 2046 (the "notes offering" and, together with the common stock offering, the "offerings").

Each of the offerings is expected to close on November 4, 2026, subject to customary closing conditions. The completion of the common stock offering is not contingent on the completion of the notes offering, and the completion of the notes offering is not contingent on the completion of the common stock offering.

The net proceeds from the common stock offering will be approximately $9.9 billion, after deducting the underwriting discounts and Oracle's estimated offering expenses. The net proceeds from the notes offering will be approximately $10.0 billion, after deducting the underwriting discounts and Oracle's estimated offering expenses.

The net proceeds of the offerings, if completed, will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of our common stock.

BofA Securities is acting as sole global coordinator of the offerings. Wells Fargo Securities, Citigroup, BNP PARIBAS, Deutsche Bank Securities, J.P. Morgan, PNC Capital Markets LLC, Goldman Sachs & Co. LLC, HSBC and SMBC Nikko are acting as joint book-running managers of the offerings. BTIG is a joint book-running manager of the common stock offering. U.S. Bancorp is a joint book-running manager of the notes offering. Lloyds Securities is a joint book-running manager of the notes offering and a co-manager of the common stock offering. Intesa Sanpaolo, Mizuho, MUFG, TD Securities, Santander, BNY Capital Markets, CIBC Capital Markets and ING are acting as co-managers of the offerings. Standard Chartered Bank is a co-manager of the notes offering.

Registration Statement and Prospectus

Oracle has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission ("SEC") for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Oracle has filed with the SEC for more complete information about Oracle and the offerings. The offerings may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplement and accompanying prospectus related to each of the offerings can be obtained by visiting the SEC's website at https://www.sec.gov or by contacting BofA Securities, Inc., Telephone: 1-800-294-1322.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud.

"Safe Harbor" Statement: Statements in this press release relating to the anticipated use of the net proceeds from the offerings; our ability to complete the offerings on the anticipated timeline or at all; and other characterizations of future events and circumstances are "forward-looking statements" and are subject to material risks and uncertainties. All information set forth in this press release is current as of November 2, 2026. Oracle undertakes no duty to update any statement in light of new information or future events.

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SOURCE Oracle

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is Oracle offering, and at what price?

Oracle priced 86,206,897 common shares at $116.00 per share. Expected net proceeds are approximately $9.9 billion after underwriting discounts and estimated offering expenses.

When are Oracle's stock and senior note offerings expected to close?

Oracle expects each offering to close on November 4, 2026, subject to customary closing conditions. Completion of either offering is not contingent on completion of the other.