Meta plans a $95B equity raise to pay for its AI buildout — $35B now, $60B later

• Who: Meta Platforms, Inc. (Nasdaq: META), the company behind Facebook, Instagram and WhatsApp, with Morgan Stanley and Goldman Sachs as lead joint bookrunning managers.
• What: Concurrent underwritten offerings of about $35 billion — about $22.5 billion of Class A common stock and about $12.5 billion of depositary shares representing Series A mandatory convertible preferred stock — plus a planned at-the-market program of up to $60 billion.
• When: Announced October 26, 2026; the at-the-market program is not expected to begin before the first quarter of 2027, after Meta’s new Class C shares begin trading.
• Why: Meta expects $135 billion to $145 billion of capital expenditures in 2026, to expand AI infrastructure and compute capacity for personal superintelligence, agents, enterprise products and AI glasses.
• Chipmaker interest: NVIDIA, Advanced Micro Devices and Broadcom have indicated non-binding interest in buying up to $5.0 billion of Class A shares in aggregate, on the same terms as other purchasers.
• Financial backdrop: Meta generated $97 billion of operating cash flow in the first three quarters of 2026, held about $82 billion of cash, cash equivalents and marketable securities at the end of the third quarter, and reported third-quarter revenue of $64.6 billion, up 26% year over year.

Meta is asking the stock market to help pay for its AI buildout. In an announcement on October 26, 2026, the company launched concurrent underwritten public offerings worth about $35 billion, and laid out a financing plan that could reach up to $95 billion in total — its largest-ever equity fundraising, according to Reuters.

The headline number needs unpacking, because only part of it is being sold today. The $35 billion launched on Monday is real and underwritten. The other $60 billion is a plan for a future share-sale program that does not yet exist — no agreement has been signed, and Meta itself says there is no assurance it will happen on the terms described, or at all.

What the $35 billion launch actually is

The launched portion splits into two instruments. About $22.5 billion comes as Class A common stock sold through forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs, meaning Meta does not expect to receive any proceeds initially; it will receive cash when those agreements settle, on dates it chooses on or before November 19, 2027. About $12.5 billion comes as 250,000,000 depositary shares, each representing a 1/20th interest in a share of Series A mandatory convertible preferred stock, with a $1,000 liquidation preference per preferred share and automatic conversion expected for settlement on or about August 15, 2029. Meta intends to apply to list the depositary shares on Nasdaq under the symbol “METAM.”

Underwriters also get 30-day options to buy more: up to an additional 37,500,000 depositary shares to cover over-allotments, and up to an additional $3.375 billion of Class A stock. Completion of one offering is not conditioned on the other. Meta says it intends to use the net proceeds for general corporate purposes.

The $60 billion part is a plan, not a done deal

The second leg is an at-the-market program of up to $60 billion in Meta’s planned new non-voting Class C common stock. It is not expected to commence until the first quarter of 2027, after Class C shares begin trading, and sales under it would not be conditioned on the underwritten offerings. Until then, the $95 billion figure is a ceiling across two phases, not cash in hand — a distinction that matters for anyone sizing what Meta has actually raised.

Why Meta says it needs the money

Meta frames the raise as funding discipline, not distress. It expects $135 billion to $145 billion of capital expenditures in 2026, and says it intends to fund those investments through a mix of operating cash flow, investment-grade debt, strategic partnerships and equity. It generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion of cash, cash equivalents and marketable securities at the end of the third quarter, with Aa3/AA- credit ratings.

The spending is going into infrastructure at a scale that is hard to picture: data centers in 23 U.S. states, four superclusters of more than one gigawatt of capacity each, and total infrastructure capacity on track to nearly double in 2026 from a year earlier. The announcement also gives the commercial case Meta is selling to investors: 3.64 billion people used at least one of its family of apps daily as of September 2026, six consecutive quarters of more than 20% year-over-year revenue growth, and third-quarter revenue of $64.6 billion, up 26% year over year, with net income of $9.9 billion.

On the AI product side, Meta says it onboarded more than 10 million Muse users in the U.S. and Canada within the early weeks of launch, with shopping the leading use case at over 25% of weekly active users, and it points to Muse Wonder, its first frontier model, and the Meta Enterprise Platform as routes to high-margin inference demand from businesses.

The chipmakers buying in — and the circularity question

One detail drew immediate attention: NVIDIA, Advanced Micro Devices and Broadcom — three of the chip suppliers Meta buys from — have indicated non-binding interest in purchasing up to $5.0 billion of Class A shares in aggregate, at the same price and on the same terms as other purchasers. Because the indications are not binding, any of them may buy more, fewer, or no shares, and underwriters may sell them more, fewer, or none.

That structure is why the deal reads two ways at once. For Meta, it is a vote of confidence from its supply chain and a diversified funding source for a buildout that is consuming cash faster than operations alone can cover — Reuters noted Meta recorded negative free cash flow of $2.12 billion in the third quarter, its first in more than a decade, and that its shares fell about 1.4% in morning trading on the announcement. For sceptics, it is another loop in an industry where chipmakers finance the customers who buy their chips. Either way, the financing question for AI’s biggest builders has shifted: it is no longer whether they can afford to build, but how many different kinds of capital they need to keep building.

What to watch next is concrete: pricing of both offerings, whether the cornerstone investors actually buy, and whether the Class C at-the-market program materialises in early 2027. Until then, Meta has launched $35 billion and sketched $60 billion more — and the AI race just got a very large, very public price tag. PYMNTS also reported the plan on October 26, 2026.