Meta increased its priced Class A offering from $22.5 billion to $25 billion; a separate $60 billion share-sale program remains a plan that could follow trading in its new Class C shares.
Meta’s planned equity offerings could bring in as much as $97.5 billion over the coming months, Reuters said on October 28. That is potential funding, not money already raised. Meta had initially outlined about $95 billion in offerings; the $2.5 billion difference comes from increasing its priced Class A common-stock offering from $22.5 billion to $25 billion.
The plan would give Meta another source of funding as it expands computing capacity for superintelligence (SI). Meta forecasts $135 billion to $145 billion in capital spending in 2026 and says it also intends to use operating cash flow, debt and partnerships to pay for its investments.
| Offering | Announced size | Status |
|---|---|---|
| Class A common shares | $25 billion, up from $22.5 billion | Priced at $625 a share |
| Depositary shares representing convertible preferred stock | $12.5 billion | 250 million shares priced at $50 each |
| Class C shares sold over time | Up to $60 billion | Planned; no program agreement in place |
The proposed offering would finance Meta’s superintelligence buildout while reducing the proportion of the company represented by existing shares.
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The Class A offering uses forward sale agreements: other parties sell borrowed shares first, and Meta expects to receive cash later when it delivers shares under those agreements. Meta says it does not expect proceeds from that offering at the initial sale. It estimates about $24.9 billion in proceeds, before expenses and subject to price adjustments and other terms, when the agreements settle on or before November 19, 2027.
The preferred stock carries a 6.50% annual dividend rate, with payments subject to declaration. Unless converted earlier, it is set to convert into common shares for settlement around August 15, 2029. Meta says it intends to use proceeds from both priced offerings for general corporate purposes.
Meta says it filed the amended corporate document to establish Class C stock on October 21. It then announced roughly $35 billion in underwritten offerings—Class A and preferred shares—alongside a proposed $60 billion program to sell Class C shares at market prices over time. After Meta priced the Class A offering at $25 billion, those announced amounts added up to $97.5 billion.
The proposed Class C shares would carry no votes. Meta said it intended to use the new class while maintaining chief executive Mark Zuckerberg’s voting control. Selling additional shares would increase Meta’s share count if the sales proceed; the preferred stock could also convert into common shares under its stated terms.
If additional shares are sold, an existing shareholder’s percentage stake can shrink. Unless converted earlier, the preferred stock is set to convert into Class A shares; if Class C shares are issued and other stated conditions are met, it will instead convert into Class C shares.
Analysis
Reuters said on October 28 that Meta shares had fallen more than 11% since the company unveiled plans the previous week for the new stock class and disclosed its first quarter of negative free cash flow in more than a decade. The third-quarter shortfall was $2.12 billion, compared with positive free cash flow of $10.63 billion a year earlier. The share-price change alone does not identify its cause.
William Blair analysts said they expected investors to keep questioning Meta’s financing and the possibility of further capital raises. Meta earlier said Nvidia, Advanced Micro Devices and Broadcom had expressed interest in buying up to $5 billion of its Class A offering between them, but those indications were not binding commitments. Reuters later reported that Nvidia and AMD separately announced investments of $3 billion and $1 billion, respectively, in Meta’s equity offering. The wider fundraising push also includes Anthropic, which disclosed initial-public-offering paperwork on Monday ahead of a share sale Reuters described as potentially worth $100 billion and possible as early as next month.
Meta expects each priced offering to close on October 29, subject to its closing conditions; neither depends on the other. The company does not expect to start the proposed Class C sale program before the first quarter of 2027, after Class C shares begin trading. Meta has not agreed the program’s terms and says it may sell fewer shares than proposed—or establish no program at all.
