Meta Platforms announced on October 26, 2026, that it was launching about $35 billion in underwritten offerings and planning a separate, conditional Class C share-sale program of up to about $60 billion to support AI infrastructure. The SEC-filed announcement split the initial offerings between common stock and preferred-stock depositary shares. The proposed program had no agreement in place, so the roughly $95 billion total combines announced and proposed financing components.
How Meta split the initial offerings
The approximately $35 billion in concurrent offerings comprised about $22.5 billion in Class A common stock and $12.5 billion in depositary shares representing Series A Mandatory Convertible Preferred Stock.
| Financing component | Amount stated in the announcement | Security and terms |
| Class A common-stock offering | Approximately $22.5 billion | Class A common stock offered in connection with forward-sale agreements |
| Preferred-stock offering | Approximately $12.5 billion | 250 million depositary shares, each representing a 1/20 interest in a Series A Mandatory Convertible Preferred Stock share |
| Separate proposed ATM program | Up to approximately $60 billion | Class C common stock; no program agreement had been entered into at announcement |
An at-the-market, or ATM, program lets a company sell shares from time to time through or to a manager. Meta said its proposed program would follow the start of trading in Class C shares, a share class it had previously announced. At the time of the October 26 announcement, Meta had not entered an ATM agreement, and the program’s terms and timing if established had not been determined. The company said it was not expected to begin before Class C shares started trading, which Meta expected in the first quarter of 2027. Meta also said there was no assurance it would establish the program or sell shares through it.
The two underwritten offerings were not dependent on each other. Meta said it did not expect to receive proceeds initially from the sale of Class A shares by forward purchasers; it expected proceeds upon future settlement of the forward-sale agreements. The preferred stock was described as mandatory convertible, with settlement expected on or about August 15, 2029, subject to its final terms and conditions.
Meta’s reported cash flow and planned AI spending
Meta forecast $135 billion to $145 billion in capital expenditures for 2026, saying the spending would expand infrastructure and computing capacity for AI opportunities. The company reported $97 billion in operating cash flow during the first three quarters of 2026 and approximately $82 billion in cash, cash equivalents and marketable securities at the end of the third quarter.
Meta said it intended to finance investment through a mix of operating cash flow, investment-grade debt, strategic partnerships and equity. Those figures put the proposed share sales alongside the company’s stated financing mix and its large infrastructure spending plans.
What NVIDIA, AMD and Broadcom indicated
NVIDIA Corporation, Advanced Micro Devices, Inc. and Broadcom Inc. separately indicated interest in buying up to $5 billion combined of the Class A offering, at the same price and terms as other buyers. Their indications were nonbinding, and any or all of the companies could buy fewer shares or none.
