Oracle Corporation filed a current report on Form 8-K on November 4, 2026, disclosing the closing of two simultaneous capital markets offerings totaling approximately $20 billion in combined proceeds from common stock and senior notes.

Key Highlights

  • Common stock offering: Oracle agreed to issue and sell 86,206,897 shares of common stock, par value $0.01 per share, with the offering closing on November 4, 2026.
  • Equity offering size: The common stock offering was described as an issuance of $10 billion of common stock.
  • Notes offering size: Oracle consummated the issuance and sale of $10 billion aggregate principal amount of senior notes across five tranches on November 4, 2026.
  • Five note tranches: The notes comprise $2 billion at 7.000% due 2029, $1.75 billion at 7.450% due 2031, $2.25 billion at 7.850% due 2033, $2.5 billion at 8.000% due 2037, and $1.5 billion at 8.650% due 2046.
  • Use of proceeds: According to the filing, net proceeds "will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions and payment of cash dividends on or repurchases of Common Stock."
  • Lead underwriter: BofA Securities, Inc. acted as representative of the underwriters for both offerings, pursuant to underwriting agreements dated November 2, 2026.

Oracle's Dual-Tranche Capital Raise: Equity and Debt Terms

Oracle Corporation (NYSE:ORCL), a Delaware corporation headquartered in Austin, Texas, disclosed two simultaneous capital markets transactions in an 8-K filed November 4, 2026, with the date of earliest event reported as November 2, 2026. The company entered into a Common Stock Underwriting Agreement with BofA Securities, Inc. on November 2, 2026, under which Oracle agreed to issue and sell 86,206,897 shares of its common stock. The common stock offering closed on November 4, 2026, and was made pursuant to Oracle's automatic shelf registration statement on Form S-3 (File No. 333-299752), filed with the SEC on November 2, 2026.

Separately, also on November 4, 2026, Oracle consummated the issuance of $10 billion aggregate principal amount of senior notes in five tranches: $2,000,000,000 of 7.000% Notes due 2029; $1,750,000,000 of 7.450% Notes due 2031; $2,250,000,000 of 7.850% Notes due 2033; $2,500,000,000 of 8.000% Notes due 2037; and $1,500,000,000 of 8.650% Notes due 2046. The notes were issued under an Indenture dated January 13, 2006, as amended by a First Supplemental Indenture dated May 9, 2007, with Citibank, N.A. originally serving as trustee and The Bank of New York Mellon Trust Company, N.A. subsequently named as trustee.

The filing states that the net proceeds from both offerings will be used for general corporate purposes, which may include capital expenditures, repayment of indebtedness, future investments or acquisitions, and payment of cash dividends on or repurchases of common stock. Legal opinions as to the validity of both the common stock and the notes were provided by Freshfields US LLP, filed as Exhibits 5.1 and 5.2, respectively. The filing was signed by Kimberly Woolley, Senior Vice President, Assistant General Counsel and Assistant Secretary.

What Was Disclosed

Oracle reported the closing of a $10 billion common stock offering of 86,206,897 shares and a concurrent $10 billion multi-tranche senior notes offering, both underwritten by BofA Securities, Inc. and both made pursuant to an automatic shelf registration statement filed November 2, 2026.