Meta Launches $35 Billion Stock Offering and Plans Up to $60 Billion More in Non-Voting Shares

Since Meta reported third-quarter results last week and raised the bottom of its 2026 capital spending range to $135 billion, the company has gone from warning it would need "hundreds of billions of dollars" over several years to launching the first piece of that raise.

The announcement came before the market opened today, Oct. 26. Meta said it plans to raise up to $95 billion in equity to pay for data centers, cloud computing power and other AI infrastructure.

How the $95 billion is structured

The first phase is about $35 billion in underwritten public offerings of common stock and convertible preferred stock. Banks led by Morgan Stanley and Goldman Sachs are running the sale, according to Meta's release.

Stock Titan's breakdown of that release puts $22.5 billion in Class A common stock, sold through a forward sale. Under that structure the banks sell shares now, and Meta delivers new shares and receives the cash later, by November 2027. The other $12.5 billion is depositary shares tied to a preferred stock that pays a dividend and must convert into common shares in 2029.

The second phase is up to $60 billion through an at-the-market program, which sells shares into the open market a little at a time. That program would use Class C shares, a non-voting class Meta announced on Oct. 21. They are expected to begin trading in the first quarter of 2027.

Meta's release says no agreement is signed for the at-the-market program and that its size and timing are not set.

Nvidia, Advanced Micro Devices and Broadcom have expressed interest in buying up to $5 billion of Meta's Class A stock in the offering, the company said. Those are the chipmakers that sell Meta much of the hardware this spending buys.

Why Meta is selling stock

Meta posted third-quarter revenue of $64.60 billion, up 26% from a year earlier and ahead of the $63.37 billion analysts expected. It guided fourth-quarter revenue to $73 billion to $76 billion.

The cash side looked different. Meta burned $2.12 billion in free cash flow in the quarter, its first negative reading in more than ten years. A year earlier it generated $10.63 billion.

As of Sept. 30, Meta held $82.45 billion in cash and marketable securities against $80.92 billion in long-term debt. The company has committed to roughly $825 billion in future spending, mostly on data centers, AI infrastructure and cloud computing power.

Meta's stock fell about 7% on Thursday, the day after the earnings report, as investors weighed the negative free cash flow and the higher capex floor.

What Meta says it gets for the money

Meta's statement defends the spending. "AI is creating significant opportunities for Meta across its core business and new products and services," the company said. It added that its AI investments "are already generating tangible returns through increased engagement, improved advertising performance and increased monetisation."

The company said the money will also support its personal AI agent, Muse, and a data center business. Meta says it intends to fund the build through a mix of sources that now includes new stock.

From buyer of its own stock to seller

Stock Titan's tally of Meta's filings shows the company spent $148.6 billion repurchasing its own shares from 2021 to 2025 and bought back no stock from January through September 2026. By the same outlet's reading of the SEC filing list, Meta has not sold new shares for its own account since December 2013. Back then it was still Facebook and sold $1.49 billion. Today's launch is more than 23 times that, by Stock Titan's math.

Stock Titan also calculates the full $95 billion at about 5.8% of Meta's value at Friday's close. It estimates Zuckerberg would keep close to 60% of the votes under every scenario it worked through. Those are the outlet's own estimates, not figures from Meta.

The voting math is the reason for the Class C structure. Non-voting shares let Meta raise outside capital without handing new shareholders any say in how it is spent.

Market reaction

Pre-market indications Monday were mildly positive. Shares pared early losses to trade about 1.2% higher at roughly $650 in pre-market dealings, and another pre-market reading showed a gain of about 1.6%. Those are indications, not the opening price. Regular trading begins at 9:30 a.m. ET. Through Friday's close, the stock was down 2.7% for the year.

The pre-market move leaves open how investors will weigh the added share count against Meta's argument that the AI spending is already paying off.

What comes next

The $35 billion phase is the part that is moving now. The forward sale settles by November 2027, and the preferred converts to common in 2029.

The $60 billion program cannot start until Class C shares begin trading, which Meta expects in the first quarter of 2027. Whether it is sized at the full $60 billion, and how fast Meta sells into it, has not been decided.