Meta Launches $35 Billion Stock Offering to Fund AI Infrastructure
Meta is raising $35 billion immediately across common and preferred stock while laying groundwork for an additional $60 billion program to power its AI buildout.
In short
- Meta initiated concurrent offerings of $22.5 billion in Class A common stock and $12.5 billion in Series A depositary shares.
- Nvidia, AMD, and Broadcom expressed non-binding interest in purchasing up to an aggregate $5 billion in common stock.
- The capital raise supports expected 2026 capital expenditures of $135 billion to $145 billion, including four gigawatt-scale data center superclusters.
- A separate at-the-market share program of up to $60 billion in non-voting Class C stock is planned for the first quarter of 2027.
On October 26, 2026, Meta Platforms announced concurrent underwritten public offerings to raise approximately $35 billion to finance its expanding artificial intelligence footprint. The financing package includes $22.5 billion of Class A common stock offered through forward sale agreements and $12.5 billion in depositary shares representing Series A mandatory convertible preferred stock, according to an official press release from Meta. Meta stated that the capital will support its ongoing investments in AI infrastructure and personal superintelligence.
Prior to the market open on October 26, Meta stock rose 2 percent following the news, as reported by Morningstar. The $35 billion transaction represents the immediate phase of a broader multi-stage equity capital plan that could reach up to $95 billion across 2026 and early 2027.
Structure of the $35 Billion Meta Stock Offering
The immediate capital raise is divided into two distinct components managed by lead bookrunning managers Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. According to the company's SEC registration details, Meta is offering Class A common stock through forward sale agreements and preferred stock via depositary shares.
For the common stock component, Meta expects to enter into forward sale agreements concurrently with the offering with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC regarding $22.5 billion of Class A common stock. Meta explained that it does not expect to receive upfront proceeds from the sales conducted by forward purchasers. Instead, the company expects to settle the agreements on one or more dates on or before November 19, 2027, receiving cash proceeds upon future delivery of shares. Meta expects to grant underwriters a 30-day option to buy up to an additional $3.375 billion in Class A stock under additional forward agreements.
The second component involves 250,000,000 Series A depositary shares totaling roughly $12.5 billion. Each depositary share represents a 1/20th interest in a share of newly issued Series A Mandatory Convertible Preferred Stock with a liquidation preference of $1,000 per preferred share. Meta plans to list the depositary shares on the Nasdaq Global Select Market under the ticker symbol METAM. Meta also expects to give underwriters a 30-day option to purchase up to an additional 37,500,000 depositary shares for over-allotments.
Unless converted earlier, the preferred shares will automatically convert on or about August 15, 2029. Conversion will yield a variable number of Class A common shares based on prevailing conversion formulas, or non-voting Class C common shares once established and conditions are satisfied.
The $60 Billion At-the-Market Plan and Class C Governance
In addition to the immediate $35 billion public offering, Meta disclosed plans for a subsequent at-the-market program to sell up to $60 billion of newly established Class C common stock, as reported by The Decoder.
The Class C shares carry no voting rights. Meta filed an Amended and Restated Certificate of Incorporation establishing the Class C shares with the Delaware Secretary of State on October 21, 2026. The new stock class enables Meta to execute substantial equity sales without diluting the voting control of CEO Mark Zuckerberg, who controls the majority of Meta's ten-vote-per-share Class B stock. Class A common shares carry one vote per share.
Meta noted that the $60 billion program is scheduled to launch after Class C shares begin public trading, which is expected no earlier than the first quarter of 2027. Meta stated that it has not entered into any agreement for the program and that its timing, size, and terms have not yet been determined, with no assurance that the program will be established.
Chipmaker Participation and Strategic Alignment
Nvidia, AMD, and Broadcom have expressed non-binding interest in purchasing shares. Nvidia, Advanced Micro Devices, and Broadcom have separately indicated non-binding interest in purchasing up to an aggregate $5.0 billion in Class A common stock within the offering, according to Meta's launch statement.
The expressions of interest represent non-binding indications rather than formal purchase commitments. The three hardware suppliers may purchase more, fewer, or no shares, and underwriters will receive the same underwriting discount on shares purchased by cornerstone investors as they receive on shares sold to the public.
Gigawatt Superclusters and Soaring Capital Expenditures
The scale of the stock offering aligns with massive cash requirements for physical computing facilities. Meta stated that it expects capital expenditures to range between $135 billion and $145 billion in 2026. As reported by the Economic Times, Meta has committed to spend approximately $825 billion over time, driven by data centers, cloud compute power, and AI systems built to compete with rivals such as OpenAI and Anthropic.
Meta's physical footprint currently spans company-owned data centers across 23 U.S. states. The company stated that it is constructing four dedicated superclusters, each engineered for more than one gigawatt of compute capacity. Overall, Meta reported that it remains on track to nearly double its total infrastructure capacity year-over-year in 2026, while developing custom silicon and workload optimizations to reduce inference costs.
To fund this expansion, Meta outlined a capital plan balancing operating cash flow, equity financing, strategic partnerships, and debt supported by Aa3 and AA- credit ratings. During the first three quarters of 2026, Meta generated $97 billion in operating cash flow. As of September 30, 2026, Meta held $82.45 billion in cash, cash equivalents, and marketable securities, slightly exceeding its long-term debt of $80.92 billion.
Software Growth and Commercial Monetization
Meta linked its physical infrastructure spending directly to usage metrics across consumer and business applications. Third-quarter 2026 revenue reached $64.6 billion, up 26 percent year-over-year, alongside net income of $9.9 billion. Meta reported that 3.64 billion people used at least one of its Family of Apps daily as of September 2026, marking record engagement on Facebook, Instagram, and WhatsApp.
Meta stated that it onboarded more than 10 million users in the United States and Canada during the early weeks of launching its Muse consumer assistant. According to Meta, more than 25 percent of Muse weekly active users interact with shopping workflows, supported by connector partnerships across productivity and digital payments. Meta has deployed Muse Wonder, its first frontier model, and integrated the assistant into its smart glasses product portfolio.
On the enterprise side, Meta estimated that at least 500 million small businesses use its applications. According to company figures, more than 2 million businesses use Business Agent weekly, handling over 30 million conversations per week. The company disclosed that it is preparing to capture higher-margin enterprise compute demand through its Meta Enterprise Platform, distributing tools including the Muse API and Muse Code.
Questions people ask
How is Meta structuring the immediate $35 billion offering?
The raise consists of $22.5 billion in Class A common stock offered through forward sale agreements with Morgan Stanley and Goldman Sachs, alongside $12.5 billion in Series A depositary shares representing convertible preferred stock.
Why is Meta introducing Class C non-voting stock for future sales?
Class C shares carry no voting power, allowing Meta to execute an intended $60 billion at-the-market share program starting in early 2027 without diluting CEO Mark Zuckerberg's majority voting control.
Which major technology vendors expressed interest in the offering?
Nvidia, AMD, and Broadcom separately submitted non-binding indications of interest to purchase up to an aggregate $5.0 billion in Class A common stock on the same terms as other public investors.
What are Meta's projected capital expenditures for 2026?
Meta expects capital expenditures of between $135 billion and $145 billion in 2026 to support data centers across 23 states and four new superclusters of over one gigawatt each.
Sources
- Meta plans up to $95 billion in stock sales to fund its AI buildoutThe Decoder, Oct 26, 2026
- Meta launches $35 billion stock offering to fund AI expansionEconomic Times, Oct 26, 2026
- Meta Announces Launch of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreementsinvestor.atmeta.com, Oct 26, 2026
- Nvidia, AMD and Broadcom could buy Meta shares as part of $35 billion stock offeringmorningstar.com, Oct 26, 2026
- Meta Announces Launch of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale AgreementsCision PR Newswire, Oct 26, 2026
How this story was made: the newsroom picked it up from Techmeme, Google News and the-decoder.com, gathered the full text of the sources above, and drafted it with AI assistance. Every factual claim was then checked against those sources before publishing (58 claims checked). Illustrations marked as AI-generated are not photographs. Spotted an error? Tell us.
Published October 27, 2026 at 00:42 UTC
