Meta Platforms, Inc. announced on October 26, 2026 the launch of concurrent underwritten public offerings: about $22.5 billion of Class A common stock offered in connection with forward sale agreements, and 250 million Series A depositary shares (each a 1/20th interest in a share of newly issued Series A Mandatory Convertible Preferred Stock), described as about $12.5 billion. Together the company calls these underwritten offerings approximately $35 billion. Separately, Meta said it plans to launch an approximately $60 billion at-the-market (ATM) program once its previously announced Class C common stock begins trading—no ATM agreement has been signed, terms are unset, and the company says there is no assurance it will proceed.
Key Facts
| Details | |
|---|---|
| Announced | October 26, 2026 (Meta investor press release) |
| Underwritten Class A | ~$22.5 billion via forward sale agreements (Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC as forward purchasers) |
| Series A preferred depositary shares | 250 million shares; each = 1/20 Preferred Stock; ~$12.5 billion; Preferred Stock liquidation preference expected $1,000/share |
| Overallotment options | +37.5 million Depositary Shares (30 days); +$3.375 billion Class A (30 days) |
| Combined underwritten target | ~$35 billion |
| Planned ATM | ~$60 billion of Class C; not before Class C trading; Meta expects not earlier than Q1 2027; no agreement yet |
| Total plan framing | ~$95 billion equity plan (underwritten + planned ATM); CNBC same framing |
| Cornerstone interest | Nvidia, AMD, and Broadcom indicated interest in up to aggregate $5.0 billion Class A — non-binding |
| 2026 capex outlook | $135–145 billion |
| Operating cash flow (first three quarters 2026) | $97 billion |
| Cash & marketable securities (Q3 end) | ~$82 billion |
| Q3 2026 revenue / net income | $64.6 billion (+26% YoY); $9.9 billion |
| Intended use | General corporate purposes; financing plan supports AI infrastructure and "personal superintelligence" |
| Depositary ticker intent | Meta intends to apply to list Depositary Shares on Nasdaq Global Select as METAM |
| Bookrunners | Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (lead joint bookrunning managers) |
Background
Meta ties the raise to AI infrastructure: four superclusters each over one gigawatt, data centers in 23 U.S. states, and a path to nearly double total infrastructure capacity in 2026 year over year, per the same release. It says AI investments are already showing up in engagement and ad performance, and lists Muse, Business Agent, and enterprise offerings among the AI product threads the spend is meant to support.
CNBC reported the same day that Meta is planning to raise a total of about $95 billion for AI infrastructure and superintelligence, that Nvidia/AMD/Broadcom indicated interest in up to $5 billion of shares, and that the stock traded lower in morning session after the announcement. Capex of $135–145 billion and the Q3 print match Meta's own release (CNBC notes the company had just raised the bottom of the full-year capex range from $130 billion on the prior week's earnings).
The Preferred Stock is expected to convert automatically for settlement on or about August 15, 2029 into a variable number of Class A shares—or, once Class C is issued and other conditions are met, into Class C. Forward settlements are intended on dates Meta specifies on or before November 19, 2027. Dividend rate and conversion terms for the preferred will be set at pricing.
What We Don't Know Yet
- Final pricing, dividend rate, and conversion rates for the preferred / depositary shares.
- How many Class A shares Nvidia, AMD, or Broadcom will actually buy (indications of interest are not commitments).
- Whether the ~$60 billion ATM will be established at all, and at what size or pace.
- Exact Class C distribution mechanics to existing A/B holders (e.g. any one-for-one or split terms reported elsewhere): Meta's release confirms Class C was established by an amended certificate filed October 21, 2026, but does not spell out the distribution ratio in this announcement; those details were not verified here from the related SEC 8-K for Key Facts.
- How much dilution investors should model once preferred conversion and ATM sales are layered in.