Meta Launches $35 Billion in Stock Offerings, Plans $60 Billion More in Class C Sales to Fund AI Buildout

Meta Platforms said on Monday that it had launched concurrent public offerings of about $35 billion in stock — $22.5 billion of Class A common stock and about $12.5 billion of depositary shares representing mandatory convertible preferred stock — and planned a further $60 billion at-the-market program in its new Class C shares to help fund its artificial-intelligence infrastructure expansion.

Five days after Meta created non-voting Class C shares alongside its third-quarter results, the company has shown what the new structure is for. The offerings launched on Monday are the equity leg of a financing plan that Meta sized at up to $95 billion in total: about $35 billion now, in two underwritten offerings that are not conditioned on each other, and approximately $60 billion later, through share sales spread over time once the Class C stock trades. The demand behind the raise is not in dispute inside the release itself: Meta expects capital expenditures of $135 billion to $145 billion in 2026, is building four data-center superclusters of more than one gigawatt each, and says it is on track to nearly double its total infrastructure capacity this year. Shares were little changed in premarket trading, at $639.09 as of 8:35 a.m. ET, down 0.5% from Friday's close of $642.62 — a muted first verdict on a plan whose size had been telegraphed in last week's filing, in which management forecasts showed a need to raise hundreds of billions of dollars over several years beginning as early as fall 2026.

The common-stock piece pays Meta later, not now

The larger piece is also the slower one. Meta expects to enter into forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs covering an aggregate of $22.5 billion of Class A common stock. The forward purchasers, or their affiliates, sell the shares to investors now; Meta itself does not expect to initially receive any proceeds. It will receive cash only when it settles the agreements — on one or more dates it chooses on or before November 19, 2027 — by delivering shares in exchange for the forward sale price, defined as the public offering price less underwriting discounts and subject to adjustment. The underwriters also hold a 30-day option to buy up to an additional $3.375 billion of Class A shares, which would be covered by additional forward agreements if exercised. Once the Class C stock is issued and other conditions are met, the forward agreements will reference both share classes, and in certain circumstances Meta may settle all of them by delivering only Class C shares. The structure pushes the dilution and the cash receipt into the future while locking in today's offering price — and it is why describing the launch as Meta having raised $22.5 billion on Monday would be wrong.

The preferred piece converts in 2029, on terms set at pricing

The second offering is 250,000,000 depositary shares, each representing 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 — about $12.5 billion in aggregate, at the offering's stated size. Underwriters hold a 30-day option to purchase up to an additional 37,500,000 depositary shares to cover over-allotments. Unless converted earlier, each preferred share will automatically convert, for settlement on or about August 15, 2029, into a variable number of common shares based on the conversion rate — into Class A shares, or into Class C shares once that stock has been issued and other conditions are satisfied. The dividend rate, conversion terms and other terms of the preferred stock will be determined at pricing, and neither the preferred stock nor the depositary shares has a public market today; Meta intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol METAM. The two underwriter options together cover about $5.25 billion of additional securities.

The $60 billion Class C program is a plan, not a raise

The largest number in the announcement is the one with the least behind it so far. Meta plans to launch an approximately $60 billion at-the-market program under an equity distribution agreement once trading in the Class C common stock begins; the program is not expected to commence until the first quarter of 2027, sales under it are not conditioned on the underwritten offerings, and the maximum aggregate amount is $60 billion. But the company has not entered into any agreement for the program, and its timing, size and terms have not been determined — Meta itself cautions there can be no assurance it will establish the program on the terms described, or at all. At-the-market sales, if the program is established, would dribble Class C shares into the market over time rather than landing in a single dilutive block, and because the Class C shares are non-voting, those sales would reduce existing holders' percentage ownership without changing their voting power. The $95 billion headline figure is the sum of the $35 billion launched on Monday and this $60 billion plan — a calculation, not an amount raised.

Chipmakers may anchor the deal their own hardware made necessary

Nvidia, Advanced Micro Devices and Broadcom — the three chip companies whose processors fill the data centers this money will build — have indicated an interest, severally and not jointly, in purchasing up to an aggregate of $5.0 billion of the Class A common stock in the offering, at the same price and on the same terms as other purchasers. Meta is explicit about the limit of that signal: the indications are not binding agreements or commitments, and any of the three may purchase more, fewer or no shares, or be sold more, fewer or none by the underwriters, who receive the same discount on cornerstone shares as on the rest of the offering. Morgan Stanley and Goldman Sachs are the lead joint bookrunning managers for both offerings. Read at face value, the cornerstone interest is a supply-chain alignment — the vendors financing a share of the customer's buildout they will be paid to supply — but until pricing, it remains an indication, not an investment.

Why a company holding $82 billion is selling stock

Meta does not present the raise as a necessity of the moment. It generated $97 billion of operating cash flow in the first three quarters of 2026 and held approximately $82 billion of cash, cash equivalents and marketable securities at the end of the third quarter — $82.45 billion on the quarterly filing's figures, slightly above long-term debt of $80.92 billion. Third-quarter revenue reached $64.6 billion, up 26% year over year, with net income of $9.9 billion; the same quarter, however, produced a $2.12 billion cash burn — the company's first negative free cash flow in more than a decade, against positive free cash flow of $10.63 billion a year earlier — as capital spending outran operating cash generation. The release frames equity as one leg of a balanced mix alongside operating cash flow, investment-grade debt and strategic partnerships, and notes the company's Aa3/AA- credit ratings. The scale argument sits in the commitments: the company has committed to spend about $825 billion in the future, primarily on data centers, artificial-intelligence infrastructure and cloud computing power. Against commitments of that size, $35 billion now and a $60 billion program for later read less like a single raise than like the opening of a permanent funding channel.

What remains unknown

Almost every price in the plan is still to be set. The public offering price of the Class A stock, the preferred stock's dividend rate and conversion terms, and the final sizes after the underwriter options will all be determined at pricing, which the preliminary prospectus supplements filed on Monday leave open. Whether Nvidia, Advanced Micro Devices and Broadcom convert their indications into actual purchases — and for how much — will be known only then. The Class C program needs an agreement that does not yet exist, a trading start that has not happened, and terms that have not been determined. What to watch is specific: the pricing release for both offerings, the first disclosure of any cornerstone allocation, the start of Class C trading in the first quarter of 2027, and whether the regular session on Monday holds the premarket's muted reaction once the size of the eventual dilution is priced in. The verified record on Monday is narrower and more durable than the headline total: about $35 billion of offerings are actually launched, on documents filed with the Securities and Exchange Commission, and the other $60 billion is an intention.