MENLO PARK, Calif., Oct. 27, 2026 | Meta Platforms launched about $35 billion in concurrent stock offerings on Monday: roughly $22.5 billion of Class A common stock and $12.5 billion of mandatory convertible preferred stock sold as depositary shares. Meta said Nvidia, AMD and Broadcom have indicated interest in buying up to $5 billion of the common stock, though those indications are non-binding.
How the $35 Billion Offering Is Structured
According to Meta's free writing prospectus filed with the SEC, the offering has two parts. The first is $22.5 billion of Class A common stock sold in connection with forward sale agreements, with a 30-day option for underwriters to buy up to $3.375 billion more. The second is 250 million Series A depositary shares, each representing a one-twentieth interest in a share of Series A Mandatory Convertible Preferred Stock, with a 30-day option for up to 37.5 million more. Morgan Stanley and Goldman Sachs are the lead bookrunners, and the depositary shares are intended to list on Nasdaq under the symbol "METAM."
The preferred stock has an expected liquidation preference of $1,000 per share, which works out to $50 per depositary share. The dividend rate and conversion terms will be set at pricing, and the filing does not state a public offering price. The preferred stock is scheduled to convert on or about August 15, 2029.
When Meta Actually Receives the Money
The common stock portion works differently from a standard sale. Because it is tied to forward sale agreements, Meta does not expect to receive proceeds initially. It plans to use the proceeds from future forward sale settlements, which must happen on or before November 19, 2027, for general corporate purposes. The depositary share proceeds are also earmarked for general corporate purposes.
The $60 Billion At-the-Market Plan
Meta also disclosed a planned at-the-market program of up to $60 billion of Class C common stock. No agreement has been signed, and the timing and terms are undetermined. Meta said it does not expect the program to start until the first quarter of 2027, after Class C stock begins trading. The company filed the certificate of incorporation establishing Class C stock with Delaware on October 21, 2026.
Analysis: How the $35 Billion Compares With Meta's Spending
Meta expects 2026 capital expenditures of $135 billion to $145 billion. On those figures, $35 billion is roughly 24% to 26% of the year's planned spending ($35 billion divided by $145 billion, and by $135 billion). The $5 billion of cornerstone interest from Nvidia, AMD and Broadcom would equal about 14% of the total offering ($5 billion divided by $35 billion) and about 22% of the common stock portion ($5 billion divided by $22.5 billion). Those interest indications are non-binding, so the final split of buyers is not known. The comparison with capital spending is ours, and Meta has not said the raise is tied to any specific project.
Meta's financing is part of a broader pattern of funding AI infrastructure with outside capital, which we track in our AI spending statistics and our guide to Meta AI statistics. The chipmakers named as possible buyers also supply the hardware behind that spending, a relationship covered in our Nvidia AI statistics guide.
Frequently Asked Questions
How much is Meta raising in its stock offering?
About $35 billion in concurrent underwritten offerings: roughly $22.5 billion of Class A common stock and $12.5 billion of Series A depositary shares representing mandatory convertible preferred stock, according to Meta's SEC filing.
Will Meta receive the $22.5 billion right away?
No. The common stock is sold under forward sale agreements, so Meta does not expect to receive proceeds initially. It expects to receive them as the agreements settle, on or before November 19, 2027.