---
title: "Oracle sold US$20bn of shares and notes five days after setting US$20bn as its cap"
summary: "The terms Oracle priced on 2 November: 86.2 million shares at US$116 and US$10bn of notes at 7.000% to 8.650%, against its February bonds, its 28 October cap and its debt."
url: https://www.thetechbag.com/blog/oracle-sells-20bn-shares-notes-at-its-own-cap
format: Note
desk: "Markets & the AI economy"
region: Global
published: 2026-11-03
facts_checked: 2026-11-03
author: TechBag (The TechBag Journal)
tags: ["Oracle","share sale","bond sale","senior notes","Oracle Cloud Infrastructure","AI infrastructure","credit ratings","capital raising","debt","AI economy"]
cover: https://www.thetechbag.com/blog/covers/oracle-sells-20bn-shares-notes-at-its-own-cap.png
---

# Oracle sold US$20bn of shares and notes five days after setting US$20bn as its cap

*The terms Oracle priced on 2 November: 86.2 million shares at US$116 and US$10bn of notes at 7.000% to 8.650%, against its February bonds, its 28 October cap and its debt.*

Note · Markets & the AI economy · By TechBag · Published 2026-11-03 · Facts checked 2026-11-03 · Canonical: https://www.thetechbag.com/blog/oracle-sells-20bn-shares-notes-at-its-own-cap

Oracle sold 86,206,897 new shares at US$116.00 and US$10bn of notes maturing from 2029 to 2046 at coupons of 7.000% to 8.650%, both priced on 2 November and due to close on 4 November; together they raise about US$19.9bn after costs.[1][2] Five days earlier, at its investor day, Oracle had “committed to limiting additional capital raises through FY30 to $20 billion, excluding refinancing of existing debt, split between $10 billion in equity and $10 billion in gross debt”.[5] Its shares closed 8.8% lower on 2 November, at US$119.22; the offer price is 2.7% below that close and 11.2% below the US$130.67 of 30 October that the prospectus cites.[3][10]

## February's plan had one bond sale for the year

On 1 February Oracle said it expected to raise US$45bn to US$50bn in calendar 2026, about half in equity and the other half from “a single, one-time issuance” of investment-grade bonds, adding: “Oracle does not expect to issue additional bonds during calendar year 2026 beyond this transaction.”[6] That sale, priced the next day, was US$25bn in eight parts at 4.550% to 6.850%, beside US$5bn of 6.50% mandatory convertible preferred shares.[7][8] A US$20bn at-the-market share sale was completed in the quarter to 31 August.[5]

**Figure: For the same maturities, Oracle now pays 2.1 to 2.5 percentage points more than in February**

*Yield to maturity at pricing, %, Oracle senior notes priced on 2 February and 2 November 2026*

|  | Priced 2 February | Priced 2 November | Change |
| --- | --- | --- | --- |
| Notes due 2029 | 4.6 | 7.06 | 2.5 pts |
| Notes due 2031 | 4.99 | 7.46 | 2.5 pts |
| Notes due 2033 | 5.35 | 7.85 | 2.5 pts |
| Notes due 2046 | 6.56 | 8.67 | 2.1 pts |

Source: Oracle final pricing term sheets (FWP), 2 February and 2 November 2026 · as of 2 November 2026 · February's 2029 and 2031 notes mature in February and its 2033 notes in May; November's all mature in November

Most of the rise is Oracle’s spread over US Treasuries: on the 2029 notes it went from 0.95 to 2.40 percentage points, on the 2046 notes from 1.70 to 3.35. The term sheets give the same Moody’s rating both times, Baa2 with a negative outlook; S&P moves from BBB (negative) in February to BBB- (stable) now, one notch lower; Fitch stays at BBB (stable).[2][7]

TechBag countCalendar 2026, by our count

US$25bn of bonds + US$5bn of preferred + US$20bn at the market + US$10bn of shares + US$10bn of notes = US$70bn raised in the capital markets, against February’s plan of US$45bn to US$50bn. Oracle’s pricing release links the new sale to neither statement.

## What Oracle owes: one number, two labels

The share prospectus says Oracle had, at 31 August, “approximately $236.1 billion in aggregate principal amount of consolidated indebtedness”, could borrow US$19.7bn more under its credit line and commercial paper, and expects “additional borrowings or other liabilities under vendor financing, leases and other financing arrangements”.[3] The notes prospectus, filed the same morning, calls the same US$236.1bn “total liabilities”, and its capitalisation table puts total debt at US$125.3bn.[4]

TechBag countWhich reading the balance sheet supports

Oracle’s 10-Q for 31 August shows US$47.5bn of current and US$188.5bn of non-current liabilities: US$236.0bn, the “total liabilities” reading. Add the new notes and debt is about US$135bn before any repayment.[9]

Operating cash flow was US$32.0bn in the year to 31 May against US$55.7bn of capital spending, and US$23.1bn against US$28.5bn in the quarter to 31 August.[9] Oracle forecasts positive free cash flow from the second half of fiscal 2028, and says vendor financing, customer-provided hardware and customer prepayments will reduce its upfront cash needs.[5]

## What is new, and what to watch

Our [1 November piece](https://www.thetechbag.com/blog/big-tech-borrows-sells-shares-for-ai) followed how Microsoft, Alphabet, Amazon and Meta pay for AI capacity with bonds and share sales. Oracle now does both on one day, at a discount: the 86.2 million new shares are about 2.9% of the 3.02 billion outstanding on 31 August, by our arithmetic.[3] Its February plan named the customers it is building for: “AMD, Meta, NVIDIA, OpenAI, TikTok, xAI and others”.[6]

Our viewOur view: for an Oracle Cloud customer

Nothing in these filings changes a contract. They show capacity being financed at a higher cost than nine months ago, so the terms worth having in writing are the ones about delivery: capacity dates, and what Oracle owes if they slip.

**What to watch:** settlement on 4 November; Oracle has agreed not to sell more shares for 60 days without the lead underwriter’s consent; and the 10-Q for the quarter to 30 November, which will show the proceeds.[1][3]

How we did this

Figures as of 7pm IST, 3 November 2026

Terms are from Oracle’s pricing release and term sheets; no final prospectus supplement was on EDGAR by 13:30 UTC on 3 November, so the share terms are the release’s. Debt and liability figures are quoted from both prospectuses as written. Cash flows and the balance sheet are from the 10-K and 10-Q, read through SEC EDGAR’s XBRL data. Spreads and yields are from the term sheets; the calendar-2026 total, share percentages and price moves (Nasdaq.com closes) are our arithmetic. Not used: trading on 3 November, and any coverage of why the shares fell.

Spotted an error? Write to us; corrections are published at the foot of the piece.

Sources

1. [Oracle, Oracle announces pricing of $20 billion of common stock and senior notes (PR Newswire)](https://www.prnewswire.com/news-releases/oracle-announces-pricing-of-20-billion-of-common-stock-and-senior-notes-302927244.html) — 2 November 2026 22:09 New York time.
2. [Oracle, final pricing term sheet for five series of notes (FWP)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526443918/d87441dfwp.htm) — 2 November 2026
3. [Oracle, preliminary prospectus supplement for US$10bn of common stock (424B5)](https://www.sec.gov/Archives/edgar/data/0001341439/000119312526442729/d181425d424b5.htm) — 2 November 2026
4. [Oracle, preliminary prospectus supplement for US$10bn of senior notes (424B2), Ranking and Capitalization](https://www.sec.gov/Archives/edgar/data/1341439/000119312526442722/d181336d424b2.htm) — 2 November 2026
5. [Oracle, Oracle Investor Day 2026: Accelerating Value Creation (8-K, Exhibit 99.1)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526435853/d75538dex991.htm) — 28 October 2026
6. [Oracle, calendar 2026 funding plan (release filed under Rule 163)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526032650/d36096dfwp.htm) — 1 February 2026
7. [Oracle, final pricing term sheet for eight series of notes (FWP)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526033882/d44245dfwp.htm) — 2 February 2026
8. [Oracle, pricing term sheet for depositary shares in 6.50% Series D Mandatory Convertible Preferred Stock (FWP)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526034351/d24013dfwp.htm) — 2 February 2026
9. [Oracle, Form 10-Q for the quarter ended 31 August 2026 and Form 10-K for the year ended 31 May 2026 (SEC EDGAR XBRL company facts)](https://www.sec.gov/Archives/edgar/data/1341439/000119312526389274/orcl-20260831.htm) — 11 September 2026 10-K filed 22 June 2026; sums are TechBag's arithmetic.
10. [Nasdaq.com, historical prices for ORCL](https://www.nasdaq.com/market-activity/stocks/orcl/historical) — closes of 30 October and 2 November 2026

Related on TechBag: [how Big Tech pays for AI spending](https://www.thetechbag.com/blog/big-tech-borrows-sells-shares-for-ai), [cloud growth by quarter](https://www.thetechbag.com/blog/cloud-growth-azure-aws-google-by-quarter) and [what a falling share price changes at renewal](https://www.thetechbag.com/blog/vendor-shares-fell-30-percent-renewal).

**Disclosure.** TechBag is a software reseller: it earns a margin when a reader buys through it, including from vendors named here. The analysis is TechBag’s own; no vendor paid for or saw this piece before publication. Facts are labelled reported, TechBag count or our view.

Go deeper on TechBag

- [Big Tech raised a net US$272bn in nine months](https://www.thetechbag.com/blog/big-tech-borrows-sells-shares-for-ai) — the bonds and share sales of Microsoft, Alphabet, Amazon and Meta this piece follows
- [Google Cloud revenue doubled in a year; Azure grew 48%, AWS 39%](https://www.thetechbag.com/blog/cloud-growth-azure-aws-google-by-quarter) — the cloud growth the capacity is being built for
- [33 of 56 listed vendors fell 30% or more](https://www.thetechbag.com/blog/vendor-shares-fell-30-percent-renewal) — what changes at renewal when a vendor's shares fall, and what does not