Oracle Files for $20 Billion Stock and Bond Sale to Fund AI Buildout, and Shares Fall About 5%

ORCL filed preliminary prospectus supplements with the SEC on Monday to sell $10 billion of common stock and $10 billion of senior notes, a combined $20 billion to finance its artificial intelligence data center buildout. The raise was not a surprise: at its October 28 investor day, Oracle said it would limit additional capital raises through fiscal 2030 to $20 billion, split evenly between equity and debt. The shares still fell, down 5.3% at $123.74 by late morning per SentiSense quotes, after 24/7 Wall St. reported a 4% decline to $125.43 shortly before the open.

The notes come in six series: a floating-rate note and a fixed-rate note due 2029, plus fixed-rate notes due 2031, 2033, 2037 and 2046, with BofA Securities leading both deals. Sizes, coupons and the stock's offering price are not yet set. Oracle says the proceeds are for general corporate purposes, which may include capital expenditures, debt repayment, investments or acquisitions, dividends and buybacks. At Friday's $130.67 close, the $10 billion equity sale works out to roughly 76.5 million new shares, about 2.5% of the 3.02 billion shares outstanding at August 31.

Debt is the concern. Oracle carried $125.34 billion of total debt at the end of August, and CNBC reported that S&P cut its rating to BBB-, one notch above high yield, in July. Oracle shares are down 33% in 2026 and 50% over the past 12 months, per CNBC. The new bonds also depart from Oracle's February plan to raise $45 billion to $50 billion in calendar 2026, which said it did not expect to issue additional bonds this year.

The money is meant to fund long-range targets: at its investor day Oracle guided to more than $225 billion of revenue in fiscal 2030, positive free cash flow in the second half of fiscal 2028, and more than $30 billion of free cash flow in fiscal 2029. What to watch: pricing and demand for the notes, where the stock offering prices relative to the $130.67 close, and whether Oracle holds to its pledge that this $20 billion is the full additional capital it raises through fiscal 2030, excluding refinancing.