Oracle Files to Sell $10 Billion of Common Stock, Alongside $10 Billion of Notes

What happened

Oracle Corp. filed a preliminary prospectus supplement with the SEC on Nov. 2, 2026, for an offering of $10 billion of its common stock, according to the filing. The filing is a Form 424B5, a prospectus supplement used when a company sells securities off an existing shelf registration. The registration statement it draws on, No. 333-299752, is already effective.

The filing states Oracle is also making a separate public offering of $10 billion aggregate principal amount of senior notes, described as the Concurrent Notes Offering. The two deals are not conditioned on each other: either can close without the other, and Oracle said it cannot assure the notes offering will be completed on the terms described, or at all.

The filing lists BofA Securities as global coordinator and joint book-running manager, with Wells Fargo Securities, Citigroup, BNP Paribas, Deutsche Bank Securities and J.P. Morgan also as joint book-running managers. PNC Capital Markets, BTIG, Goldman Sachs, HSBC, Lloyds Securities and SMBC Nikko are also named as underwriters.

Oracle's stock closed at $126.19 on the event date, up 5.85% from the prior close of $119.22, on volume of about 84.1 million shares — roughly 2.73 times its average volume of about 30.8 million.

The numbers in the filing

The $10 billion figure is the aggregate size of the common stock offering as stated on the cover of the preliminary prospectus. The per-share price, underwriting discounts and net proceeds are left blank in this preliminary version, which the filing notes is "subject to completion" and "may be changed."

The filing gives a reference price: the last reported sale price of Oracle common stock on the New York Stock Exchange on Oct. 30, 2026, was $130.67 per share. That is above the $126.19 close on the event date.

The common stock has a par value of $0.01 per share and trades on the NYSE under the symbol "ORCL."

The filing states the common stock being offered will rank junior to the senior notes being offered in the concurrent notes offering.

What this means

A 424B5 is not a new registration. It is the document a company files when it actually sells securities under a shelf registration statement it has already filed and had declared effective by the SEC. The shelf lets a company register securities in advance and take them "off the shelf" later, in one or more takedowns, when it wants to raise money. This filing is that takedown document for Oracle's common stock.

Because the document is marked preliminary, the blanks in the pricing table are not errors. They are filled in once the underwriters finish bookbuilding — the process of gauging investor demand and setting a final price. Until then, the $10 billion size is the plan, not a completed sale.

Common stock is an ownership stake; it sits at the bottom of a company's capital structure. Senior notes are corporate bonds — debt Oracle would owe — and the filing says the notes rank ahead of the common stock. That is what "rank junior" means here: if Oracle's finances deteriorated, noteholders would be paid before shareholders.

The filing does not state why Oracle is raising the money or how it will use the proceeds; the table of contents lists a "Use of Proceeds" section, but the provided text does not include it. The filing does reference continued growth in cloud and software expenses and capital expenditures to expand data center capacity, in its forward-looking statements section, without tying that to this offering.

The sources provided do not explain the 5.85% rise in the share price on the event date. The filing gives no reason, and the price data alone cannot establish causation.