Meta $95 Billion Stock Offering: What's Real Now

Last week I wrote that I’d want to see an actual offering before calling Meta’s new share class a funding plan. On Monday, October 26, Meta gave me one.

The headline number is $95 billion. Only $35 billion of it exists as a launched deal. Most of that cash isn’t due to reach Meta right away.

What was actually launched

Meta’s press release describes two underwritten offerings running at the same time. One is about $22.5 billion of Class A common stock. The other is about $12.5 billion of depositary shares, 250 million of them, each a 1/20th interest in a new Series A mandatory convertible preferred share with an expected $1,000 liquidation preference. By my math that’s about $50 per depositary share. Meta intends to apply to list them on Nasdaq as METAM.

Those preferred shares convert into common stock on or about August 15, 2029, into a variable number of shares. The release says the dividend rate and conversion terms get set when the deal prices, so they weren’t public in the release. Underwriters also have 30-day options to buy more: 37.5 million extra depositary shares and up to $3.375 billion more Class A stock.

Why the common stock cash comes late

This isn’t a normal $22.5 billion share sale. It runs through forward sale agreements with Morgan Stanley and Goldman Sachs. Affiliates of the banks sell the shares to investors now. Meta issues the shares to settle with them later, on dates it picks, no later than November 19, 2027, and gets the cash then. Meta says it doesn’t expect to receive any proceeds from the Class A sale at first.

The release gives no closing date for the preferred shares, but they skip the forward structure, so my inference is that the $12.5 billion of preferred is the likelier source of near-term cash. Compare that with the $135 billion to $145 billion Meta now expects to spend on capital projects this year, and with the negative $2.12 billion of free cash flow it reported for the third quarter. I covered those numbers in last week’s post on Meta’s cash burn and the new Class C shares.

The $60 billion is a plan, not a deal

Piece	Size	Status on October 26	When Meta gets cash
Class A common stock, forward sales	about $22.5B	Launched	At settlement, no later than November 19, 2027
Mandatory convertible preferred	about $12.5B	Launched	Not stated in the release
At-the-market program, Class C	up to $60B	Planned, no agreement	Not before Q1 2027

That leaves $60 billion, which is an “at-the-market” program, where a company sells shares gradually through a broker. Meta says it would sell the new non-voting Class C stock, and that it isn’t expected to start until the first quarter of 2027, after Class C begins trading. The release also says Meta hasn’t signed any agreement for it, that timing, size and terms aren’t decided, and that there’s “no assurance” it will happen as described.

Headline totals fold the $60 billion in. What Meta announced is $35 billion in offerings and a stated intention for $60 billion more.

The chipmakers

CNBC reported that Nvidia, AMD and Broadcom were interested in buying up to $5 billion of the shares, citing Meta’s statement. Reports I read don’t make clear whether that’s $5 billion each or combined, and I couldn’t open Meta’s own investor page to check, so I’m leaving it there.

Meta’s statement, as the Financial Times quoted it, says its AI investments are “already generating tangible returns through increased engagement, improved advertising performance and increased monetisation.” It also told investors last week it would need to raise “hundreds of billions of dollars” over several years, per the FT.

What I make of it

This is my opinion, not reporting. Chipmakers possibly buying stock in a company that spends heavily on AI hardware looks circular to me. I’m not saying it’s improper. But if AI spending slows, that loop would work in reverse for everyone in it.

The shift is smaller than the number suggests, but it’s real. Meta bought back no Class A stock this year and now wants to sell shares. A company that spent $26.25 billion on buybacks in the first nine months of 2025 is raising equity in 2026. That’s a change in how the buildout gets paid for, whatever the size of the final raise.

Three things to watch: the pricing of the preferred shares, which will show the dividend Meta has to pay for this money; the Class C effective date of January 19, 2027; and whether the $60 billion program ever gets an actual agreement.

Note on sources

I read Meta’s October 26 press release through its PR Newswire copy, because Meta’s own investor page blocked my browser. I read CNBC in full and only the short MT Newswires update, which sits behind a premium prompt. The Financial Times piece came through The Irish Times reprint. The Wall Street Journal is paywalled, so I only saw its opening paragraphs. Meta’s third-quarter figures here (free cash flow, buybacks, the January 19 Class C date) are carried over from last week’s post, which I checked against Meta’s results release then. I didn’t reopen that release today. The $135 billion to $145 billion capex range is in the CNBC story.

Meta's $95 billion stock plan is $35 billion today and a $60 billion maybe