Oracle Launches Massive $10 Billion Common Stock Offering Alongside $10B Notes Offering

Overview & Transaction Structure

On November 2, 2026, Oracle Corporation filed a preliminary prospectus supplement on Form 424B5 with the SEC, announcing a proposed underwritten public offering of $10,000,000,000 of common stock ($0.01 par value).

Concurrently, Oracle is launching a separate public offering of $10,000,000,000 aggregate principal amount of senior notes, bringing total potential gross proceeds across both tranches to $20,000,000,000. The equity and debt offerings are not cross-conditioned.

Dilution and Capital Structure Impact

• Reference Stock Price: $130.67 per share (NYSE closing price on October 30, 2026).
• Shares Outstanding Prior to Offering: 3,023,726,695 shares (as of August 31, 2026).
• Estimated Shares to be Issued: Approximately 76,528,659 shares at the reference price, which would increase total shares outstanding to approximately 3,100,255,354 (~2.5% dilution).
• Seniority: Common stock ranks junior to all current and future indebtedness (including the concurrent $10B senior notes offering) as well as the company's 50,000 outstanding shares of 6.50% Series D Mandatory Convertible Preferred Stock.

Use of Proceeds

Net proceeds from the offering will be directed toward general corporate purposes, including:

1. Data Center & Cloud Infrastructure Capex: Rapid scaling of AI and cloud capacity, including data center expansion and power procurement.
2. Deleveraging / Debt Repayment: Addressing existing consolidated indebtedness, which stood at approximately $236.1 billion as of August 31, 2026.
3. General Operations & Capital Return: Future investments, strategic acquisitions, payment of dividends, and potential share repurchases.

Market & Trading Significance

• Trading Significance: High
• An equity capital raise of $10 billion is one of the largest corporate follow-on offerings in recent history. While it introduces immediate supply and potential price pressure in the near term, the dual equity and debt structure provides Oracle with substantial liquidity to fund massive artificial intelligence data center infrastructure buildouts without overextending its credit rating profile.