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Meta prices stock offerings it says support AI infrastructure investment
The News
On October 26, 2026, Meta priced a $25bn Class A offering at $625 via forward sales, which it can settle on dates it chooses, subject to conditions, by November 19, 2027. It priced preferred stock that, unless converted earlier, becomes common stock in 2029, raising $12.5bn. Meta says the offerings support its continued investment in AI infrastructure and personal superintelligence.
Chandni Melwani
Founder & Editor
Oct 29, 2026 · 1 MIN READ
Know More
- — Upsized: to $25.0bn, or 40 million shares, from $22.5bn at launch; 46 million if the underwriters' option is fully exercised.
- — 2026 capital expenditures: Meta expects $135bn to $145bn.
- — Preferred dividend: 6.50% annually on $1,000 liquidation preference, cumulative; if declared, initially cash, Class A shares within limits, or both.
- — Planned: a roughly $60bn at-the-market programme selling non-voting Class C shares from time to time, not expected before Q1 2027.
Nvidia, AMD and Broadcom indicated an interest in buying up to $5.0bn of the Class A shares offered, between them, Meta said on October 26. Those indications are not binding.
Morgan Stanley and Goldman Sachs entities borrow shares and sell them to the underwriters. Meta does not expect to initially receive proceeds from that sale unless it must sell shares to the underwriters itself. Meta expects to settle by issuing new shares for an initial $622.91875 each, adjusted daily by an interest-rate factor, cut for expected dividends and, after Class C takes effect, subject to reduction if Meta elects to settle the Class A portion in Class C shares.
Preferred buyers get $50 depositary shares, each a 1/20th interest in a preferred share.
Meta says it onboarded more than 10 million users of Muse, its AI agent, in the US and Canada within the early weeks of launch.
The Read
Meta says the offerings and a planned at-the-market programme are 'a complementary source of capital' that 'will further diversify' its funding sources. Equity will probably keep arriving through 2027: Meta can settle the forwards at its discretion, subject to conditions, into late 2027, and plans the programme once Class C shares trade.
Room for Disagreement
Meta could settle the forwards early, subject to certain conditions, and each bank can accelerate settlement upon certain events. Meta has entered into no at-the-market agreement and gives 'no assurance' it will establish one. With $97bn of operating cash flow in 2026's first three quarters, it could stop here.
Related
Frequently Asked Questions
How much cash does Meta expect from the two offerings?
Meta expects about $12.5bn in net proceeds from the preferred stock, or about $14.3bn if the underwriters exercise their over-allotment option in full, after underwriting discounts and estimated offering expenses. From the forward sales it expects about $24.9bn before expenses, or about $28.7bn with the underwriters' option, subject to the forwards' price adjustment and other provisions, once they settle. Meta says it intends to use the preferred's net proceeds, and currently intends to use the net proceeds, if any, it receives on settling the forwards, for general corporate purposes.
Are Nvidia, AMD and Broadcom committed to buying Meta stock?
Meta's filings say the three 'severally and not jointly' indicated an interest in buying up to $5.0bn of the Class A shares in aggregate, at the same price and on the same terms as other buyers. Because those indications are not binding agreements or commitments to purchase, any of them may buy more, fewer or no shares, and the underwriters may sell them more, fewer or none. Nvidia's own October 26 release says it 'will invest $3 billion in Meta's equity offering', and lists its 'proposed investment in Meta, including its anticipated completion and any applicable closing conditions' among its forward-looking statements. The underwriters receive the same discount on any shares the three buy.
What happens to the preferred stock if Meta's share price falls?
Each preferred share, with a $1,000 liquidation preference, converts into between 1.3620 and 1.6000 Class A shares, depending on what the pricing term sheet calls the applicable market value of the Class A stock and subject to certain anti-dilution adjustments. Below the $625 initial price, holders get the maximum 1.6000 shares, so the value they receive falls with the stock. Above $734.2144, about 17.5% over the $625 initial price, they get 1.3620. In between, the rate is $1,000 divided by the applicable market value. Once Meta's Class C stock is issued and certain other conditions are met, conversion is into Class C shares instead, at adjusted rates.
Sources
- Meta Platforms, Issuer Free Writing Prospectus (launch announcement), dated October 26, 2026, SEC EDGAR. Source for the offerings supporting 'continued investment in AI infrastructure and personal superintelligence', the cornerstone investors' non-binding indications, the planned approximately $60bn at-the-market programme and its status, 2026 capital expenditure guidance, Meta's funding sources, operating cash flow and Muse users.
- Meta Platforms, Pricing Term Sheet (Free Writing Prospectus), dated as of October 26, 2026, SEC EDGAR. Source for the upsizing to $25.0bn and 40 million shares, the $625 offering price, the $622.91875 initial forward sale price and its adjustments, expected net proceeds, the $50 depositary shares, the 6.50% dividend and how it may be paid, and the conversion rates.
- Meta Platforms, prospectus supplement for the Class A common stock offering (Rule 424(b)(5)), SEC EDGAR. Source for the forward sellers borrowing and selling the 40,000,000 shares, Meta not expecting to initially receive proceeds from that sale, settlement at Meta's discretion subject to certain conditions on or before November 19, 2027, acceleration by each forward purchaser, the forward price being subject to reduction if, after the Class C Effective Date, Meta elects to settle a Class A Transaction in Class C shares, and use of the net proceeds, if any, for general corporate purposes.
- Meta Platforms, Form 8-K on the recapitalization approved October 19, 2026, SEC EDGAR. Source for the new class of non-voting Class C common stock.
- NVIDIA Newsroom, 'NVIDIA and Meta to Expand Collaboration on Muse and Muse Family of Models Amid Robust Growth,' October 26, 2026. Source for Nvidia saying it will invest $3 billion in Meta's equity offering, and for that proposed investment's listing among its forward-looking statements.
Chandni Melwani
Chandni Melwani is the founder and editor of New in AI, covering AI agents, M&A, and enterprise adoption. She holds a Master's in Management of Artificial Intelligence from Queen's University and brings a practitioner's perspective from her work in Data and AI leadership.
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