A $95bn plan with $35bn attached to it
Meta Platforms announced on 26 October the launch of two concurrent underwritten public offerings to pay for its AI build-out: approximately $22.5bn of Class A common stock sold in connection with forward sale agreements, and 250,000,000 depositary shares representing Series A mandatory convertible preferred stock, worth about $12.5bn. Together that is roughly $35 billion.
The $95bn figure that led most of the coverage comes from the rest of the financing plan. In its free writing prospectus, Meta says it “plans to launch an approximately $60 billion at-the-market” programme — and then says, in the same paragraph, that it “has not entered into any agreement with respect to any such program, and the timing, size and terms of any such program, if established, have not been determined.”
That programme also depends on a share class that is not trading. Meta says the at-the-market facility is “not expected to commence until the first quarter of 2027 following the commencement of trading” of its Class C common stock, which was established by an amended certificate of incorporation filed in Delaware on 21 October 2026.
Three chipmakers are on the buy side
Nvidia, Advanced Micro Devices and Broadcom are named in the filing as “Cornerstone Investors”. Meta says the three have “indicated an interest in purchasing up to an aggregate of $5.0 billion” of the Class A stock being offered, at the same price and on the same terms as every other buyer.
The filing is explicit that this is not a commitment. “Because these indications of interest are not binding agreements or commitments to purchase,” it says, “any of the Cornerstone Investors may determine to purchase more, fewer, or no shares.”
All three companies sell Meta hardware. The money being raised is for the infrastructure that hardware goes into.
The numbers Meta puts next to the raise
Meta expects $135bn to $145bn of capital expenditure in 2026. It says it generated $97bn of operating cash flow in the first three quarters of the year and held approximately $82bn of cash, cash equivalents and marketable securities at the end of the third quarter. It describes the equity offerings as “a complementary source of capital” alongside operating cash flow, investment-grade debt and strategic partnerships.
Third-quarter revenue was $64.6bn, up 26% year on year, with net income of $9.9bn. Meta says it owns data centres in 23 US states, is building four superclusters of more than a gigawatt each, and is on track to nearly double total infrastructure capacity in 2026. It also reports more than 10 million Muse users onboarded in the US and Canada within the early weeks of launch, with shopping the leading use case.
What settles next
Unless earlier converted, the preferred stock converts for settlement on or about 15 August 2029. Meta intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol METAM. Morgan Stanley and Goldman Sachs are lead joint bookrunning managers and also the forward purchasers on the common stock leg, with settlement dates Meta may specify on or before 19 November 2027.
Whether the Class C stock starts trading in the first quarter of 2027, and on what terms an at-the-market programme is then agreed, decides whether the second $60bn is money at all.
