Oracle Proposes $20 Billion Dual Funding Through Stock and Bond Offerings
Key Facts
Oracle filed prospectuses on November 2 for offerings of $10 billion each in common stock and senior notes, in proposed financing totaling $20 billion, according to two filings with the U.S. Securities and Exchange Commission. Neither offering is contingent on completion of the other, leaving each on a separate track. The filings frame the proposed financing as part of the company’s plan to cover its capital needs as it expands. Oracle said it would use the net proceeds for general corporate purposes, including capital expenditures, debt repayment, and future investments or acquisitions. The funds could also be used for cash distributions or share repurchases, according to the notes prospectus.
The offerings are consistent with an additional capital-markets funding cap of $20 billion that Oracle set for FY27–FY30, currently allocated in its forecasts to $10 billion in equity and $10 billion in gross debt. The cap excludes refinancing of existing debt. The company said at its investor day that this financing is in addition to a $20 billion at-the-market share-sale program completed in the first quarter of FY27. The announced plan therefore combines equity and debt financing over a cycle extending through FY30. The prospectuses provide an indication of the size of the proposed offerings, while their filing does not mean the proceeds are available to the company.
The stock prospectus estimates 3,100,255,354 shares outstanding after the offering, assuming the sale of 76,528,659 shares at $130.67 a share, the closing price on October 30. The final number depends on the actual sale price, according to the filing. The notes prospectus lists among its terms that net proceeds, together with proceeds from the concurrent stock offering if completed, may be directed to the same general corporate purposes. This gives the company flexibility to allocate the financing to spending, meeting obligations or returning funds to shareholders. That flexibility comes as Oracle records substantial obligations and faces growing needs to finance infrastructure.
Oracle’s consolidated obligations totaled about $236.1 billion on August 31, 2026, including $125.3 billion in senior unsecured borrowings, according to the company’s prospectus. Meanwhile, remaining performance obligations were about $664 billion on the same date, and the company expects to recognize about 13% of them as revenue over the next twelve months. These figures reflect a widening base of future contracts alongside the scale of financing obligations. In the first quarter of FY27, total revenue rose 30% to $19.345 billion, while cloud revenue increased 62% to $11.607 billion compared with the same period in FY26. Growth in cloud activity places expansion financing in the context of strong commercial demand, but coincides with heavy capital investment.
Oracle’s first-quarter FY27 results showed operating cash flow of $23.103 billion, up 184% year over year, but free cash flow was negative $5.396 billion. Capital expenditures totaled $28.499 billion during the quarter, according to the results filing. Oracle is targeting positive free cash flow in the second half of FY28, followed by $30 billion or more in FY29. It also expects capital expenditures to peak in FY27 and FY28 before declining in FY29, and said self-funding growth begins in FY29. These milestones form part of the company’s outlined path to finance expansion alongside improving cash flows.
Oracle’s longer-term targets include total revenue of at least $225 billion in FY30, compound annual growth of more than 35% between FY26 and FY30, and non-GAAP earnings per share of more than $21 in FY30. For fiscal year FY27, the company expects revenue of at least $90 billion and non-GAAP earnings per share of $8.10. In the first quarter of FY27, Oracle received $11.4 billion in customer advances that included a significant financing component, compared with no such advances in the first quarter of FY26. The targets and advances represent sources of growth and financing within the company’s plan, alongside the proposed capital-markets offerings. The final pricing prospectus set November 2, 2026, as the date the notes would trade and November 4 as the settlement date.