
ORCL$130.67▼ 6.4%Oracle expected one bond sale in 2026. On Nov. 2 it filed for a second: $10 billion
Oracle filed on Nov. 2 to sell $10 billion of stock and $10 billion of notes, amounts it previewed on Oct. 28. In February it said it expected its early-2026 bond sale to be its only one this year.
KeyVex News··5 min readFact-checked against 12 public records
KeyVex News··5 min readFact-checked against 12 public records
ORCL$130.67▼ 6.4%Close, Oct. 30. Prices from Tiingo.The short versionTap to readTap to close
- Oracle's February plan for 2026: raise $45 billion to $50 billion, half from one bond sale early in the year. It said it did not expect more bonds in 2026.
- By the end of August it had raised about $50 billion, by KeyVex's count. On Oct. 28 it set a new $20 billion limit through May 2030: $10 billion of stock, $10 billion of debt.
- It filed for both on Nov. 2. If they close this year, as the prospectuses expect, Oracle's 2026 raising comes to about $70 billion, by KeyVex's count, with a second bond sale.
- From June through August, Oracle's capital spending ran $5.4 billion ahead of the cash its operations brought in, and customer prepayments were about half of that cash.
- Oracle's next dated target: free cash flow, the cash left after capital spending, turning positive from December 2027 through May 2028.
The February plan: On Feb. 1, Oracle laid out how it would pay for 2026: $45 billion to $50 billion.FWP About half was to come from stock and stock-linked securities, and half from "a single, one-time issuance" of bonds early in the year.FWP "Oracle does not expect to issue additional bonds during calendar year 2026 beyond this transaction," the release said.FWP
The new filings: On Nov. 2, before the market opened, Oracle filed to sell $10 billion of common stock and, separately, $10 billion of notes, a form of borrowing, due from 2029 to 2046.424B5424B2 Both prospectuses expect delivery in 2026. Neither sale depends on the other.424B5424B2
What changed: Oracle had previewed the amounts. At its Investor Day on Oct. 28, it said it was "committed to limiting" what it raises in the capital markets through fiscal 2030, which ends in May 2030, to $20 billion, currently expected to be $10 billion of stock and $10 billion of debt.8-K By KeyVex's count, Oracle has now raised or filed to raise about $70 billion in 2026, against February's plan of $45 billion to $50 billion. From June through August, its capital spending ran $5.4 billion ahead of the cash its operations brought in.10-Q
The read: The filing "seems to be exactly what they previewed," Rob Oliver, a senior research analyst at Baird, said, according to CNBC. "So I'm not sure why the market is freaking about it."CNBC
The stock: Oracle closed up 10.7% at $144.54 on Oct. 28, the day of Investor Day, and at $130.67 on Oct. 30, the last close before the filings.Chart data At 1:15 p.m. Eastern on Nov. 2 it traded at $122.27, down 6.4% from that close.Quote The records do not show what moved the shares.
Oracle's stock and its 2026 fund-raisingDaily close, Jan. 2 to Oct. 30, 2026 ▼ 33.2%Show chartHide chart
How Oracle raised the first $50 billion
The February plan went as laid out. On Feb. 2 Oracle priced $25 billion of notes in eight series, due from 2029 to 2066.FWP424B2 The same day it priced $5 billion of preferred stock that turns into common stock, expected on Jan. 15, 2029.FWP424B5 It also set up a program to sell up to $20 billion of common stock through sales agents over time, known as an at-the-market program.424B5
Oracle used all of that program from June through August, selling about 141 million shares for $19.9 billion after costs, its quarterly report shows.10-Q All told, that is about $50 billion raised before Investor Day, by KeyVex's count, at the top of February's range.
The February release came with a caveat. Among the things it said could change the plan: "new or different commercial opportunities that cause the Company to reevaluate its near-term capital needs."FWP
View the data
| Sale | Amount | Note |
|---|---|---|
| Feb. 2026: notes | $25.0B | $25,000,000,000 of notes in eight series, due 2029 to 2066, priced Feb. 2 |
| Feb. 2026: preferred stock | $5.0B | 50,000 shares of 6.50% mandatory convertible preferred, $100,000 liquidation preference each, priced Feb. 2 |
| June-Aug. 2026: stock sold over time | $19.9B | About 141 million shares, net proceeds of $19.9 billion |
| Nov. 2026: new stock | $10.0B | $10,000,000,000 of common stock, filed Nov. 2, not yet priced |
| Nov. 2026: new notes | $10.0B | $10,000,000,000 of senior notes in six series, filed Nov. 2, not yet priced |
The two Nov. 2 sales had not been priced when this story was written. Notes and preferred at face value; the stock program net of costs. Sources: Oracle term sheets and prospectus supplements, Feb. 2 to 4 and Nov. 2, 2026; Oracle 10-Q for the quarter ended Aug. 31, 2026.
What the new money is for
Oracle says the Nov. 2 money is for general corporate purposes, which may include capital spending, repaying debt, investments or acquisitions, and dividends or buybacks.424B5
From June through August, Oracle spent $28.5 billion on capital projects, and its operations brought in $23.1 billion.10-Q About half of that operating cash, $11.4 billion, was customer prepayments, the quarterly report says.10-Q
One quarter: capital spending against cash from operations, in billions of dollarsShow chartHide chart
View the data
| Item | Amount | Note |
|---|---|---|
| Capital spending (June to August 2026) | $28.5B | $28,499 million |
| Cash from operations (June to August 2026) | $23.1B | $23,103 million |
| Of which, customer prepayments (With a significant financing component) | $11.4B | $11.4 billion, per the 10-Q |
Customer prepayments are part of cash from operations, not added to it. Source: Oracle Form 10-Q for the quarter ended Aug. 31, 2026.
At Investor Day, Oracle said it expects capital spending to peak in fiscal 2027 and 2028, then step down. It said customer prepayments, vendor financing and customer-provided hardware are expected to cut the cash it needs up front until its free cash flow turns positive.8-K
Its targets start with positive free cash flow in the second half of fiscal 2028. It aims for at least $30 billion of it in fiscal 2029, and $225 billion or more of revenue in fiscal 2030.8-K If both Nov. 2 sales close at $10 billion each, they match the $20 billion Oracle said it was committed to limiting such raises to through May 2030, refinancing aside, by KeyVex's reading.8-K424B5424B2
How Wall Street and the debt market read it
In a note before the filings, UBS analyst Karl Keirstead called the funding a "major relief" given worries about the debt markets, CNBC reported. UBS has argued those worries were overstated, CNBC reported.CNBC
Oracle's total debt was $125.3 billion at Aug. 31, its notes prospectus shows.424B2 The cost of insuring Oracle's debt for five years rose about 270% in a year, CNBC reported. S&P Global Market Intelligence's Gavan Nolan said that level is more in line with a high-end junk rating, CNBC reported. S&P cut Oracle's credit rating to BBB- in July, one notch above junk, according to CNBC.CNBC
For 60 days from the prospectus date, Oracle has agreed not to sell more stock, with exceptions such as employee awards and deals.424B5 Its Investor Day limit runs until May 2030.8-K
What to watch
Oracle's agreement not to sell more stock runs 60 days from the prospectus date, with exceptions.
The second half of fiscal 2028, when Oracle says free cash flow turns positive.
The February preferred stock is expected to convert into about 25 million to 31 million common shares.
Oracle's target of $225 billion or more in revenue, and the end of the $20 billion limit, in May 2030.
The paper trail
Oracle's 2026 SEC filings cited here, Feb. 2 through Nov. 2, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Feb. 2, 7:16 a.m. | FWP | Oracle | The 2026 funding plan: $45 billion to $50 billion, one bond sale, no other bonds expected in 2026. |
| Feb. 2, 8:16 a.m. | 424B5 | Oracle | A program to sell up to $20 billion of common stock through sales agents over time. |
| Feb. 2, 5:23 p.m. | FWP | Oracle | Term sheet: $25 billion of notes in eight series, priced Feb. 2. |
| Feb. 3, 6:01 a.m. | FWP | Oracle | Term sheet: $5 billion of 6.50% mandatory convertible preferred stock, priced Feb. 2. |
| Feb. 3, 4:19 p.m. | 424B2 | Oracle | Final prospectus for the $25 billion of notes, due 2029 to 2066. |
| Feb. 4, 5:10 p.m. | 424B5 | Oracle | Final prospectus for the preferred stock. |
| Sept. 11, 4:10 p.m. | 10-Q | Oracle | The stock program fully used: about 141 million shares, $19.9 billion. $28.5 billion of capital spending in the quarter. |
| Oct. 28, 2:24 p.m. | 8-K | Oracle | Investor Day release: a $20 billion limit through fiscal 2030, currently expected to be $10 billion of stock and $10 billion of debt. |
| Nov. 2, 7:30 a.m. | S-3ASR | Oracle | A new shelf registration for stock, preferred stock and debt. |
| Nov. 2, 8:12 a.m. | 424B2 | Oracle | $10 billion of senior notes in six series, due 2029 to 2046. |
| Nov. 2, 8:16 a.m. | 424B5 | Oracle | $10 billion of common stock; about 76.5 million shares at the Oct. 30 close. |
Related coverage
Sources
15 sources, 12 of them public records
Public records
- Oracle Corp., free writing prospectus: full calendar year 2026 funding plan (release dated Feb. 1, 2026)SEC EDGAR · Feb. 2, 2026
- Oracle Corp., prospectus supplement for up to $20,000,000,000 of common stock in an at-the-market program (424B5)SEC EDGAR · Feb. 2, 2026
- Oracle Corp., free writing prospectus: pricing term sheet for $25 billion of notesSEC EDGAR · Feb. 2, 2026
- Oracle Corp., free writing prospectus: pricing term sheet for 6.50% Series D mandatory convertible preferred stockSEC EDGAR · Feb. 3, 2026
- Oracle Corp., prospectus supplement for $25,000,000,000 of notes due 2029 to 2066 (424B2)SEC EDGAR · Feb. 3, 2026
- Oracle Corp., prospectus supplement for 6.50% Series D mandatory convertible preferred stock (424B5)SEC EDGAR · Feb. 4, 2026
- Oracle Corp., Form 10-Q for the quarter ended Aug. 31, 2026SEC EDGAR · Sept. 11, 2026
- Oracle Corp., Form 8-K, Item 7.01: Investor DaySEC EDGAR · Oct. 28, 2026
- Oracle Corp., Form 8-K, Exhibit 99.1: "Oracle Investor Day 2026: Accelerating Value Creation"SEC EDGAR · Oct. 28, 2026
- Oracle Corp., automatic shelf registration statement (S-3ASR)SEC EDGAR · Nov. 2, 2026
- Oracle Corp., preliminary prospectus supplement for senior notes due 2029 to 2046 (424B2)SEC EDGAR · Nov. 2, 2026
- Oracle Corp., preliminary prospectus supplement for $10,000,000,000 of common stock (424B5)SEC EDGAR · Nov. 2, 2026
Reporting
Data
- End-of-day prices for ORCL, and SPY and QQQ on the chart (Tiingo), and the Nov. 2 intraday quote (Tiingo IEX)KeyVex · through Nov. 2, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for ORCLKeyVex · through Oct. 30, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends, through Oct. 30, 2026, the last close before the filings. Daily moves are close to close. The Nov. 2 price is a Tiingo IEX quote at 1:15 p.m. Eastern, compared with the Oct. 30 close. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Oracle's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Oracle stock page, a selection of congressional trades, insider sales, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- "About $50 billion" is KeyVex's count: $25 billion of notes and $5 billion of preferred stock at face value, plus $19.9 billion of net proceeds from the stock program (49.9). "About $70 billion" adds the $10 billion of stock and $10 billion of notes filed on Nov. 2, which had not been priced; both prospectuses expect delivery in 2026. February's plan was stated in gross proceeds.
- The $5 billion of preferred stock is 50,000 shares at a $100,000 liquidation preference each. The conversion range of about 25 million to 31 million common shares is 50,000 shares times the prospectus's 499.8126 to 624.7657 shares each, before adjustments.
- "About half" is $11.4 billion of customer prepayments against $23.1 billion ($23,103 million) of cash from operations. The $5.4 billion gap is Oracle's own free cash flow figure, negative $5,396 million: $23,103 million less $28,499 million of capital spending.
- Oracle's fiscal year ends May 31, so fiscal 2027 runs from June 2026 through May 2027, and fiscal 2030 ends in May 2030. The Investor Day and February figures are Oracle's plans and targets, not results.





