On October 26, 2026, Meta Platforms announced concurrent underwritten public offerings that anchor a broader financing plan the company says could bring in up to roughly $95 billion in equity over time—not cash in hand today, but a staged path to fund AI infrastructure and related bets. In an investor press release, Meta said the plan supports its “continued investment in AI infrastructure and personal superintelligence.” CNBC reported Meta shares rose about 1.6% in premarket trading after the news.
About $35 billion in concurrent offerings
Meta's financing plan starts with concurrent underwritten offerings totaling approximately $35 billion. That breaks down into roughly $22.5 billion of Class A common stock offered in connection with forward sale agreements, plus approximately $12.5 billion of depositary shares representing newly issued Series A Mandatory Convertible Preferred Stock.
The depositary offering covers 250 million depositary shares (each a 1/20th interest in preferred stock), with underwriter options for up to 37.5 million more depositary shares and up to $3.375 billion more Class A stock. Net proceeds from the depositary sale and from future forward settlements are for general corporate purposes. Morgan Stanley and Goldman Sachs are lead joint bookrunning managers.
Forward sales and timing of cash
Common stock is offered through forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs covering $22.5 billion of Class A shares. Meta does not expect to initially receive any proceeds from sales by the forward purchasers in this offering; cash arrives when Meta settles on dates it chooses through November 19, 2027. After Class C common stock is issued, forwards may reference both share classes. The two underwritten offerings are not cross-conditioned.
Planned $60 billion at-the-market program
Beyond the underwritten tranche, Meta plans to launch an approximately $60 billion at-the-market (ATM) program for Class C common stock once that class begins trading. The company has not entered into any agreement for such a program, and the release says timing, size, and terms have not been determined, with no assurance an ATM will be established as described—or at all.
The ATM would sell Class C through a manager, capped at $60 billion, and is not expected to start until Q1 2027 after Class C begins trading. ATM sales are not conditioned on the underwritten offerings. The ~$35 billion and ~$60 billion legs together describe up-to-$95 billion of planned equity capacity—not cash already raised.
Chip giants' non-binding interest
Meta named NVIDIA Corporation, Advanced Micro Devices, Inc., and Broadcom Inc. as “Cornerstone Investors.” The three companies have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $5.0 billion of Class A common stock offered in the common stock offering, at the same price and terms as other buyers.
The release is explicit that these indications are not binding agreements or commitments to purchase. Any cornerstone investor may buy more, fewer, or no shares, and underwriters may allocate differently. This is strategic signaling—not a locked-in block trade.
Why Meta says it needs the capital
Meta expects $135 to $145 billion of 2026 capex for data centers and compute supporting ads, Muse, agents, and enterprise AI. It generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion in cash and marketable securities at Q3's end, but still positions equity as a complement to cash flow and debt. Bloomberg Law framed the offering as funding Meta's AI spending—reporting consistent with Meta's release, not a separate set of figures.
What it means
For investors, this is a financing roadmap: ~$35 billion of underwritten capacity now, optional upsizes, and a larger ATM that may never launch on the terms described. Forward sales delay common-stock cash; depositary shares can fund sooner. Non-binding cornerstone interest from Nvidia, AMD, and Broadcom signals ecosystem alignment, not locked demand. For AI infrastructure, the plan shows Meta is willing to dilute shareholders to keep building gigawatt-scale clusters even with $97 billion of operating cash flow through the third quarter, as CNBC notes investors have focused on its negative free cash flow.
Sources
- Meta: 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 Agreements — Oct. 26, 2026
- CNBC: Meta announces $95 billion stock offering to fund AI expansion — Oct. 26, 2026
- Bloomberg Law: Meta Seeks Up to $95 Billion in Equity to Fund AI Spending — Oct. 26, 2026