Meta’s Up-to-$95 Billion Equity Raise Is $35 Billion Launched Now and a $60 Billion Program It Has Not Yet Agreed
Meta said on October 26 it has launched about $35 billion of public offerings, roughly $22.5 billion of Class A common stock and $12.5 billion of mandatory convertible preferred depositary shares, and plans a separate at-the-market program of about $60 billion. Meta says it has no agreement for the larger program, which cannot start until its new Class C stock begins trading, and that its timing, size and terms are undetermined. Reuters calls the combined plan of up to $95 billion Meta's largest-ever equity fundraising.
The "up to $95 billion" in Reuters' report on Meta's equity plan is two different things: about $35 billion of offerings that launched on October 26, and about $60 billion of future share sales that Meta says it has not yet agreed with anyone. Reuters calls the combined plan Meta's largest-ever equity fundraising.
What Meta launched#
Meta's release describes two concurrent underwritten offerings. One is 250 million depositary shares, each representing a one-twentieth interest in a Series A mandatory convertible preferred share, together worth about $12.5 billion. The other is $22.5 billion of Class A common stock offered in connection with forward sale agreements with Morgan Stanley and Goldman Sachs affiliates.
Under a forward sale, Meta says it does not expect to receive proceeds initially from the shares the forward purchasers sell; it receives cash when it settles the agreements, which it says will happen on one or more dates on or before November 19, 2027. The preferred stock is due to convert automatically into a variable number of common shares around August 15, 2029, and its dividend rate and conversion terms are set at pricing. We did not find final pricing in the sources we read.
NVIDIA, AMD and Broadcom have indicated interest in buying up to $5 billion of the Class A shares in total, on the same terms as other buyers. Meta says those indications are not binding, and any of the three may buy more, fewer or no shares. Reuters says that interest adds to concerns about a circular flow of capital in the AI industry, in which chip suppliers help finance one of their biggest customers.
What is still a plan#
Meta says it intends to launch the roughly $60 billion at-the-market program once its previously announced Class C stock begins trading, which it does not expect before the first quarter of 2027. It says there is no assurance that it will set up the program on those terms or at all. Our October 22 report on Meta's filing covers the Class C stock, which Meta said would take effect in January 2027.
Why Meta says it is raising money#
Meta says it expects $135 billion to $145 billion of capital expenditure in 2026 and plans to fund it with operating cash flow, investment-grade debt, strategic partnerships and equity. It says it generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion of cash and marketable securities at the end of the third quarter. The release also cites Meta's own business figures in support, including more than 10 million Muse users in the U.S. and Canada in the early weeks of launch.
Reuters adds that the spending has eroded Meta's free cash flow, with a $2.12 billion cash burn in the third quarter, its first negative free cash flow in over a decade, against a positive $10.63 billion a year earlier. It quotes William Blair analysts saying investors will "continue to question the financing and potential for future capital raises," and that the financing "reinforces both Meta's confidence in the long-term returns from AI investment and the increasingly capital-intensive nature of pursuing that opportunity." Reuters reports Meta's shares fell about 1.4% in morning trading.
Limits#
- The $95 billion figure is Reuters' sum of a launched $35 billion and a planned $60 billion; Meta's release gives the two parts and does not state a total.
- Only the $35 billion of offerings has launched, and the common-stock portion brings in cash to Meta only on settlement of the forward agreements.
- Final pricing, the preferred stock's dividend rate and the amounts actually sold were not available in the sources we read.
- Meta's descriptions of its business and Muse usage come from its own financing release.
- We did not read the prospectus filed with the SEC.
Sources#
- Meta Investor Relations: Meta Announces Launch of Offering of Depositary Shares and Offering of Class A Common Stock (October 26, 2026)
- Reuters via CNA: Meta eyes record $95 billion equity raise to fund AI expansion (October 26, 2026; updated October 27)
- Times of AI: Meta's Filing Makes 20% of Zuckerberg's New Class C Shares Freely Saleable and Ties the Rest to His Voting Stock (October 22, 2026)