Meta Platforms launched $35 billion in stock offerings on October 26, split between $22.5 billion of Class A common stock and about $12.5 billion of depositary shares tied to a mandatory convertible preferred stock. The Facebook parent said the offerings form part of a financing plan that also includes a planned $60 billion at-the-market share sale programme once its new non-voting Class C shares begin trading, expected in the first quarter of 2027. Meta said the money will fund its AI infrastructure and personal superintelligence push, with capital spending of $135 billion to $145 billion planned for 2026. Nvidia, AMD and Broadcom have indicated interest in buying up to $5 billion of the common stock, though the indications are non-binding.
What Meta Is Selling
Meta announced two concurrent underwritten offerings on October 26. The first is $22.5 billion of Class A common stock, sold in connection with forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs. The second is 250,000,000 depositary shares, each representing a one-twentieth interest in a share of newly issued Series A mandatory convertible preferred stock.
The preferred stock carries a liquidation preference of $1,000 per share. Unless converted earlier, each preferred share will convert automatically, for settlement on or about August 15, 2029, into Class A shares, or into Class C shares once that class exists. Meta intends to list the depositary shares on the Nasdaq Global Select Market under the symbol METAM. The dividend rate and conversion terms will be set when the offering is priced.
The underwriters have 30-day options to buy up to 37,500,000 more depositary shares and up to $3.375 billion more common stock to cover over-allotments. Meta said neither offering is conditioned on the other completing. Morgan Stanley and Goldman Sachs are acting as lead joint bookrunning managers.
The $60 Billion Second Act
Beyond the $35 billion now on offer, Meta plans an at-the-market programme of up to $60 billion in Class C common stock. The programme is not expected to start until the first quarter of 2027, after the Class C shares begin trading. Meta stressed it has not entered into any agreement for the programme, and its timing, size and terms are undetermined.
The forward-sale structure means Meta does not expect to receive any proceeds initially from the common stock sale. The forward purchasers, or their affiliates, will sell the shares, and Meta will issue stock to them on settlement dates it chooses on or before November 19, 2027, receiving the offering price less underwriting discounts. Meta said it will use the net proceeds from the depositary shares offering, and from future forward settlements, for general corporate purposes.
What The Money Buys
Meta framed the raise as funding for AI infrastructure and personal superintelligence. The company expects capital expenditure of $135 billion to $145 billion in 2026, and said it owns data centres in 23 US states and is building four superclusters with more than one gigawatt of capacity each. It said it is on track to nearly double total infrastructure capacity in 2026 compared with a year earlier.
Meta generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion of cash, cash equivalents and marketable securities at the end of the third quarter, according to its announcement. Reuters put cash and securities at $82.45 billion against long-term debt of $80.92 billion at September 30, and noted about $825 billion of future commitments, mostly for data centres and AI infrastructure.
The company’s AI momentum gives the spending a commercial base, Meta said. Third-quarter revenue reached $64.6 billion, up 26% year over year, with net income of $9.9 billion. Some 3.64 billion people used at least one of Meta’s family of apps daily as of September 2026, and the company has posted six consecutive quarters of revenue growth above 20%. Its Muse assistant passed 10 million US users within its early weeks, with shopping the leading use case, and Meta also delivered Muse Wonder, its first frontier model, alongside its open-weight model strategy.
Why It Matters
The most telling detail is who wants to buy. Nvidia, AMD and Broadcom, the chipmakers whose processors fill Meta’s data centres, have each indicated interest in buying part of the common stock, up to $5 billion combined. Those indications are not binding, and any of the three could buy more, less, or nothing. But suppliers backing a customer’s equity raise underlines how tightly the AI build-out binds chip sellers to chip buyers.
The structure also shows Meta choosing equity over more debt. The company cited its Aa3 and AA- credit ratings and said the offerings and the future at-the-market programme complement operating cash flow, investment-grade debt and strategic partnerships as funding sources. Reuters noted the fundraising comes as Meta ramps up data centre and computing spending to compete with OpenAI and Anthropic. Raising equity now, while revenue is growing above 20%, spreads the cost of a multi-year infrastructure bet rather than loading it onto the balance sheet.
Background
Meta has spent 2026 turning its AI ambitions into physical infrastructure, pairing model releases such as Muse Wonder with its data centre programme. The October 26 offerings formalise how that programme will be paid for, adding equity to a mix of operating cash flow and investment-grade borrowing.
Sources: Meta: Meta stock offering; Reuters: Meta $35 billion offering
0 Comments