On October 26, Meta filed documents with the U.S. Securities and Exchange Commission to launch an equity raise, with proceeds pointed at AI infrastructure and the "personal superintelligence" it has repeatedly talked up over the past two years. According to the filing, the financing comes in two stages: a concurrent underwritten offering of about $35 billion, followed by an at-the-market (ATM) program of about $60 billion, for a combined total of roughly $95 billion.
A two-stage structure
The $35 billion first stage splits into two pieces. About $22.5 billion is Class A common stock sold under forward sale agreements: Morgan Stanley and Goldman Sachs, acting as forward purchasers, sell the shares into the market first, and Meta receives no cash at the outset. The money only arrives when Meta settles, on a date of its own choosing, before November 19, 2027.
The other roughly $12.5 billion is 250 million depositary shares, each representing one-twentieth of a share of Series A mandatory convertible preferred stock. The preferred is expected to carry a liquidation preference of $1,000 per share, with the dividend rate to be set at pricing, and it converts mandatorily into common stock around August 15, 2029. The depositary shares are slated to list on Nasdaq under the ticker METAM. Each piece comes with a 30-day over-allotment option: up to another $3.375 billion of common stock, and up to another 37.5 million depositary shares.
The second stage, about $60 billion, targets a class of stock that is not yet trading. Meta filed a certificate of amendment in Delaware on October 21 to create Class C common stock, and the ATM program will not start until Class C begins trading, which the filing expects in the first quarter of 2027. The related agreements have not yet been signed.
The filing also contains one more detail: Nvidia, AMD and Broadcom have indicated an interest in buying up to $5 billion in the common stock offering. This is only an expression of interest and is non-binding. The three companies may buy more, less or nothing at all, on the same price terms as other investors. All three supply chips to Meta.
Is the cash enough?
On cash flow alone, Meta is not short of money. The filing discloses operating cash flow of $97 billion for the first three quarters of 2026 and about $82 billion in cash and marketable securities at the end of the third quarter. Third-quarter revenue was $64.6 billion, up 26% year over year, with net income of $9.9 billion and a credit rating of Aa3/AA-.
The pressure comes from the spending side. Meta has set its 2026 capital expenditure guidance at $135 billion to $145 billion. The filing says its data centers span 23 U.S. states, it operates four superclusters of more than one gigawatt each, and its total infrastructure capacity is expected to nearly double this year. A rough calculation shows that even if all of the first three quarters' operating cash flow went into capex, it would cover only a little over 70% of the low end of the full-year guidance.
The stated use of proceeds is broad. Proceeds from the depositary shares go to "general corporate purposes," as do the proceeds of the common stock once settled, and the ATM portion states no use at all. "AI data centers and superintelligence" is how Meta describes the effort in its business overview, but it has not been turned into a specific allocation table.
How it compares with Alphabet's round
Meta did not invent this playbook. In June, Alphabet announced an $80 billion stock sale to build AI data centers, with Berkshire Hathaway subscribing for $10 billion; reports at the time said that round also used mandatory convertible preferred stock. Set side by side, there are three differences:
- The anchor investors are a different type. Alphabet's round had a financial investor such as Berkshire; Meta's has its own chip suppliers, so money flows from suppliers into Meta and then back to the suppliers as purchase payments.
- Meta is adding a new share class. How Class C voting rights will be arranged is not spelled out in the public offering announcement, and would need to be checked in the prospectus supplement.
- The timeline is longer. Forward settlement can be pushed out to November 2027 and the ATM starts in the first quarter of 2027, so the money arrives in installments.
To support its growth story, user-side figures also made it into the filing: as of September, the Family of Apps had 3.64 billion daily active people; in its first few weeks after launch, Muse had more than 10 million users in the U.S. and Canada, with more than a quarter of weekly active users using it to shop; and more than 2 million businesses use Business Agent each week, with more than 30 million conversations per week.
The dividend rate, offering price and final size will have to wait for pricing. How much of the $5 billion expressions of interest from the three chipmakers is ultimately taken up is something the filing cannot answer, and Meta has not publicly explained why it chose to launch now.
Sources: Meta's free writing prospectus filed with the U.S. Securities and Exchange Commission (used to verify offering size, preferred stock terms, expressions of interest and capex guidance), CocoLoop, Financial Times reporting on the structure of Alphabet's equity raise.