Meta Launches $35 Billion Stock Sale, Plans $60 Billion ATM as AI Spending Climbs
Meta launched $22.5 billion of common stock via forward sales and $12.5 billion of mandatory convertible preferred, not yet priced, and plans a $60 billion Class C ATM from 2027.
Meta (NASDAQ: META) launched about $35 billion of stock offerings on Monday as its AI spending climbs. The company also said it plans an at-the-market program of about $60 billion. Together that is about $95 billion, before underwriter options.
Meta announced the offerings before the open. They had not been priced as of this writing.
What Meta Is Selling
Common stock: Meta is offering $22.5 billion of Class A shares through forward sale agreements. Banks borrow the shares and sell them now, so Meta does not expect to receive any proceeds up front. It expects to deliver new shares and receive cash when it settles the agreements, on dates it chooses on or before Nov. 19, 2027. Underwriters have a 30-day option on another $3.375 billion.
Mandatory convertible preferred: Meta is selling 250 million depositary shares at $50 each, or $12.5 billion. Underwriters have an option on 37.5 million more. The shares convert into common stock on or about Aug. 15, 2029. The dividend rate and conversion terms will be set at pricing. Meta intends to apply to list them on Nasdaq as "METAM."
ATM: Meta plans to sell up to $60 billion of non-voting Class C stock over time. The program is not expected to start until the first quarter of 2027. Meta has not signed an agreement and said there is no assurance the program will be established.
Cornerstone interest: Nvidia (NASDAQ: NVDA), Advanced Micro Devices (NASDAQ: AMD) and Broadcom (NASDAQ: AVGO) indicated interest in buying up to $5.0 billion of the common stock. The indications are not binding.
Morgan Stanley (NYSE: MS) and Goldman Sachs (NYSE: GS) are lead joint bookrunners. The deals use a new automatic shelf registration filed at 6:41 a.m. ET.
| Piece | Size | Key terms | Status |
|---|---|---|---|
| Class A common (forward sale) | $22.5B | Settles by Nov. 19, 2027; $3.375B option | Launched, not priced |
| Series A mandatory convertible preferred | $12.5B | Converts about Aug. 15, 2029; 37.5M-share option; "METAM" | Launched, not priced |
| Class C ATM program | Up to $60B | Not expected before Q1 2027 | Planned; no agreement |
Source: Meta FWP and preliminary 424B5 prospectus supplements, Oct. 26, 2026. Sizes are approximate and pre-pricing.
Why Meta Is Raising Equity
Meta said it intends to fund its AI investments through "a balanced mix of operating cash flow, investment-grade debt, strategic partnerships, and equity capital." It called the offerings and future ATM "a complementary source of capital." The stated use of proceeds is general corporate purposes.
Meta repeated its $135 billion to $145 billion 2026 capex outlook. It generated $97 billion of operating cash flow in the first three quarters and held about $82 billion of cash and marketable securities.
Spending is outrunning cash flow. Third-quarter capex was $34.91 billion, and free cash flow was negative $2.12 billion. Long-term debt stood at $80.92 billion on Sept. 30. Meta bought back no Class A stock in the first nine months of 2026. Our Q3 results analysis calculated that the guidance implies $49 billion to $59 billion of fourth-quarter capex.
The ATM will use the non-voting Class C stock Meta unveiled with results. Capital raising was the first purpose it listed.
Dilution and Market Reaction
Common-stock dilution: The common-stock prospectus assumes a price of $642.62, Friday's close. On that basis, full settlement adds about 35.0 million Class A shares. By Alpha Agentic's calculation, that is about 1.6% of the 2.21 billion Class A shares outstanding on Sept. 30, or about 1.8% if the option is exercised. The figure excludes Class B shares and the ATM.
Preferred dilution: It cannot be calculated yet. The number of shares issued at conversion depends on terms set at pricing and on the stock price near 2029.
Shares: Meta was up 0.5% at $646.12 at 10:57 a.m. ET, after trading as low as $629.02 earlier in the session. The stock fell 7.0% on Oct. 22, the session after earnings.
The Alpha Take
The scale is the story. Meta's filings name only general corporate purposes, but in our view the money is headed for its AI build-out, since the plan lands as capex guidance climbs to $135–145 billion. By our math, the roughly $95 billion plan equals about 65% to 70% of Meta's 2026 capex guidance and exceeds its long-term debt. That is a sizing comparison only: the forward cash arrives on settlement and the ATM would not start before 2027. The plan arrives one quarter after free cash flow turned negative. Meta frames equity as a complement to debt, not a replacement, and still cites its Aa3/AA- credit ratings. The near-term common dilution looks modest at Friday's price. The larger unknowns are the preferred terms and how much of the ATM Meta uses, at what price.
What to Watch
Pricing: The common offering price, the preferred dividend rate and conversion range, and final sizes.
Cornerstone orders: Whether Nvidia, AMD and Broadcom buy, and how much.
Class C launch: The new share class is set to take effect Jan. 19, 2027, and the ATM is tied to the start of Class C trading.
Peer financing: Microsoft (NASDAQ: MSFT) and Alphabet (NASDAQ: GOOGL) report on Oct. 28, and Amazon (NASDAQ: AMZN) on Oct. 29. Track their spending in our Hyperscaler Capex Tracker, and see our earnings preview for Meta's earlier bond deals and the Hyperion venture.
