# Meta Plans $95 Billion Stock Sale, Its First Share Issuance Since 2013

- URL: https://usa-24.com/meta-95-billion-stock-offering/
- Publisher: USA 24
- Section: Artificial Intelligence (AI)
- Published: 2026-10-26T18:50:24.241Z
- Updated: 2026-10-26T18:50:24.248Z
- Topics: Meta Platforms, AI Infrastructure, Stock Offerings, Class C Shares, Artificial Intelligence

> Meta plans to raise up to $95 billion in equity for AI data centers and superintelligence work, with chipmakers Nvidia, AMD and Broadcom weighing up to $5 billion of it.

## Key takeaways

- Meta plans to raise up to $95 billion in equity, its first new share issuance since 2013.
- The first phase totals about $35 billion, made up of $22.5 billion of Class A common stock and $12.5 billion of depositary shares tied to convertible preferred stock.
- A separate $60 billion at-the-market sales program is planned to start in the first quarter of 2027.
- Nvidia, AMD and Broadcom have expressed interest in buying up to $5 billion of Meta’s Class A shares, but no purchase is confirmed.
- Meta’s third-quarter free cash flow was negative $2.12 billion on capital expenditures of $34.91 billion.

Meta launched the first leg of a stock sale worth up to $95 billion on Monday, Oct. 26, according to [CNBC](https://www.cnbc.com/2026/10/26/meta-stock-offering-ai.html). The Meta $95 billion stock offering is meant to pay for AI data centers and the company’s push toward superintelligence. It also changes who pays for the bet, because new shares dilute every existing holder, including the many US index-fund and 401(k) investors who own Meta without choosing it directly.

The timing is hard to ignore. Meta’s Oct. 21 earnings report showed negative free cash flow, and the stock fell in the days that followed. Anthropic filed its public IPO paperwork the same day, which makes Monday look less like a one-off and more like the start of a new phase in how AI gets financed.

## How the $95 billion Meta stock offering breaks into two phases

The first phase totals about $35 billion. It includes $22.5 billion of Class A common stock sold through forward sale agreements and $12.5 billion of depositary shares tied to Series A mandatory convertible preferred stock, according to Meta’s [prospectus supplement filed with the SEC](https://www.sec.gov/Archives/edgar/data/0001326801/000119312526431040/d94886d424b5.htm). The second phase is a separate $60 billion at-the-market program that Meta plans to start in the first quarter of 2027.

| Component | Size | Timing and terms |
|---|---|---|
| Class A common stock via forward sale agreements | $22.5 billion | Launched Oct. 26, settles on or before Nov. 19, 2027 |
| Series A mandatory convertible preferred depositary shares | $12.5 billion | Planned for Nasdaq as METAM, converts into common stock around Aug. 15, 2029 |
| At-the-market sales program | $60 billion | Planned for Q1 2027, after the Class C shares begin trading |

The forward sale agreements settle on or before Nov. 19, 2027, so the cash will not all arrive on day one. The depositary shares would trade under the METAM ticker and convert into common stock around Aug. 15, 2029, adding shares to the count at that point. Meta has not yet reported final pricing or a final share count for the first phase.

## Why Meta is selling stock instead of relying on cash flow

[TipRanks](https://www.tipranks.com/news/meta-launches-95-billion-stock-offering-plan-to-fund-ai-expansion-nvidia-amd-and-broadcom-weigh-5-billion-purchase) reported that Meta’s third-quarter revenue reached $64.60 billion, up 26% from a year earlier. Capital expenditures hit $34.91 billion in the same quarter, and free cash flow came in at negative $2.12 billion. Cash and marketable securities of $82.45 billion at Sept. 30 sat just above $80.92 billion of long-term debt, per [Calcalist Tech](https://www.calcalistech.com/ctechnews/article/q7fltoarq).

Meta has committed to about $825 billion in future spending. It also raised the lower end of its 2026 capital expenditure forecast, to a range of $135 billion to $145 billion. Goldman Sachs estimates AI-related capital spending will total about $7.6 trillion from 2026 through 2031, a figure cited by CNBC and the [Irish Times](https://www.irishtimes.com/business/2026/10/26/meta-plans-95bn-stock-offering-to-bankroll-ai-expansion/).

Meta says it will fund the spending through operating cash flow, investment-grade debt, partnerships and equity. Equity is the only option on that list that dilutes current owners, which is why this raise draws more scrutiny than a bond sale would. Ben Wood, senior partner at CCS Insight, said the decision “reflects the eye-watering levels of investment required to keep up in the AI arms race.” The Irish Times, citing Meta, quoted the company’s defense of the spending: “Meta’s AI investments are already generating tangible returns through increased engagement, improved advertising performance and increased monetisation.”

## Nvidia, AMD and Broadcom’s up to $5 billion interest

Nvidia, AMD and Broadcom have expressed interest in buying up to $5 billion of Meta’s Class A shares in the offering, according to the company. That is a signal of interest, not a closed deal. Sources do not confirm whether any of the three will buy or how large a stake each would take.

The chipmakers have a clear stake in the outcome. They sell the processors and networking gear that fill Meta’s data centers, so owning part of their biggest customers’ equity ties their balance sheets to that customer’s spending. If Meta slows its buildout, these suppliers would feel it in their order books and in the value of their investment.

## What the Class C shares mean for voting and existing holders

The Class C shares are a non-voting class. Existing holders would receive one Class C share for each Class A or Class B share they own, and the change takes effect Jan. 19, 2027, according to [Meta’s 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001326801/000162828026066700/meta-09302026xexhibit991.htm). Meta says the distribution will not change any holder’s voting power, as [Barchart](https://finance.yahoo.com/markets/stocks/articles/class-c-share-structure-actually-111622225.html) reports.

The structure also centers on Mark Zuckerberg. He signed a Founder Alignment Agreement on Oct. 20 that limits how many of his new shares he can sell freely, and only 20% of the Class C shares going to him and certain transferees can be sold freely. Barchart’s coverage says the structure may also help him cover a possible tax bill tied to California’s proposed wealth tax, Proposition 40.

Alphabet has run a version of this playbook. It issued non-voting Class C shares in 2014 and set up an at-the-market program for up to $40 billion in Class A and Class C stock, according to [SiliconANGLE](https://siliconangle.com/2026/10/21/meta-beats-on-revenue-and-splits-its-stock-two-for-one-with-non-voting-class-c-shares-raise-capital/), which suggests Meta’s version could serve as a template for future raises.

The worry on Wall Street is the overhang. JPMorgan analyst Doug Anmuth, discussing the nonvoting shares, said, “The sooner the better in our view.” The concern is supply: once the Class C shares trade, holders may sell, and that can weigh on the price.

## How Meta shares reacted and what Monday’s trading showed

Shares fell after the Oct. 21 report. SiliconANGLE reported an almost 8% drop on Thursday after an initial after-hours gain, while Ground News put the post-earnings decline at 7%. Meta’s Class A stock closed at $642.62 on Oct. 23, per the [SEC filing](https://www.sec.gov/Archives/edgar/data/0001326801/000119312526431040/d94886d424b5.htm).

Early trading on Monday is harder to read. CNBC reported a 1.6% drop, TheStreet reported a 1.70% drop, and TipRanks reported a 1.6% premarket gain. Treat early moves as unsettled until a full session closes.

Meta’s filings project that the Class A share price will fall by roughly half once the distribution is paid, with the Class C shares priced near Class A. Beyond that projection, the path of the stock remains uncertain. The raise also lands while investors already question AI spending, a backdrop USA 24 covered in its story on an [AI stock sell-off that dragged markets lower as oil topped $112 a barrel](https://usa-24.com/ai-stock-sell-off-nvidia-oil/).

## What US investors should check before buying Meta stock

Meta is a core holding for many index funds and retirement plans, so the offering can reach savers who never placed an order. The sources do not quantify how share-count changes would affect index weightings, so ask your fund provider directly.

- Read the prospectus supplements filed with the SEC before buying into the offering or the stock.
- Compare final pricing with the initial range once Meta reports it, since the first-phase price and share count were not yet published in the sources reviewed.
- Confirm Class C dates against filings. Reports differ: the Jan. 19, 2027 effective date in the filings, “January” trading in some coverage, and Q1 2027 for the at-the-market program.
- Ask your fund provider how it will handle the new Class C shares once they begin trading.
- Avoid trading on headlines alone, especially on days when early reports disagree.

This is general information, not investment advice.

## What to watch next as AI financing moves to public markets

Anthropic filed its public S-1 the same day, planning a Nasdaq listing under the ticker ANT with Goldman Sachs and Morgan Stanley as leads. The company said it could pitch investors as soon as the week of Nov. 9 and expects to equal or exceed SpaceX’s $85.7 billion IPO, according to [Quartz](https://qz.com/anthropic-ipo-filing-nasdaq-ant-november-102626). The price range and share count are still blank in the filing.

Anthropic’s financials add context. [Investing.com](https://www.investing.com/news/stock-market-news/anthropic-files-for-nasdaq-ipo-as-revenue-jumps-to-163-billion-4972842) reported first-half 2026 revenue of $16.3 billion, a net loss of $80.7 billion and $112.4 billion in cash as of June 30. USA 24 has tracked the [Anthropic IPO filing status](https://usa-24.com/anthropic-ipo-s1-filing-status/) separately, and Musk has warned of a neocloud shakeout in a story that also covered [SpaceX’s $40 billion GPU debt](https://usa-24.com/spacex-40-billion-gpu-debt/).

Several dates will show how this plays out. Class C shares are set to take effect on Jan. 19, 2027, the at-the-market program is planned for the first quarter, and forward sale agreements settle by Nov. 19, 2027. The bigger test is whether Nvidia, AMD and Broadcom follow through, and whether Meta’s stock holds up once the new shares trade. If Alphabet’s model proves durable, other heavy AI spenders may take the same route into public markets.

## Frequently asked questions

### How much is the Meta stock offering and when does it happen?

Meta plans to raise up to $95 billion through equity. About $35 billion launched on Monday, Oct. 26, as $22.5 billion of Class A common stock and $12.5 billion of depositary shares. A separate $60 billion at-the-market program is planned for the first quarter of 2027.

### Will the Meta stock sale hurt my shares?

New shares dilute existing holders, so each share represents a slightly smaller slice of the company unless earnings grow to offset the added count. Meta says the Class C distribution will not change any holder’s voting power. The sources reviewed do not quantify how the change would affect index-fund weightings.

### What are Meta Class C shares?

Class C shares are a non-voting class. Existing holders would receive one Class C share for each Class A or Class B share they own, with the change effective Jan. 19, 2027. Alphabet issued non-voting Class C shares in 2014, and analysts compare the two structures.

### Are Nvidia, AMD and Broadcom buying Meta stock?

Nvidia, AMD and Broadcom have expressed interest in buying up to $5 billion of Meta’s Class A shares, according to the company. Sources do not confirm whether any of them will buy or at what size.

### When does the Anthropic IPO happen?

Anthropic filed publicly for a Nasdaq listing under the ticker ANT, with Goldman Sachs and Morgan Stanley as leads. The company said it could pitch investors as soon as the week of Nov. 9. The filing reviewed does not yet include a price range or share count.

## Sources

1. [Meta launches plan for $95 billion stock offering to fund AI expansion — CNBC](https://www.cnbc.com/2026/10/26/meta-stock-offering-ai.html)
2. [Meta plans $95 billion stock offering as AI spending pressures cash flow — Calcalist Tech](https://www.calcalistech.com/ctechnews/article/q7fltoarq)
3. [Meta Launches $95 Billion Stock Offering Plan to Fund AI Expansion; Nvidia, AMD, and Broadcom Weigh $5 Billion Purchase — TipRanks](https://www.tipranks.com/news/meta-launches-95-billion-stock-offering-plan-to-fund-ai-expansion-nvidia-amd-and-broadcom-weigh-5-billion-purchase)
4. [Meta plans $95bn stock offering to bankroll AI expansion — Irish Times](https://www.irishtimes.com/business/2026/10/26/meta-plans-95bn-stock-offering-to-bankroll-ai-expansion/)
5. [Meta Platforms, Inc. Form 424B5 — SEC](https://www.sec.gov/Archives/edgar/data/0001326801/000119312526431040/d94886d424b5.htm)
6. [Meta Platforms, Inc. Form 8-K exhibit (Establishment of New Class C Common Stock) — SEC](https://www.sec.gov/Archives/edgar/data/0001326801/000162828026066700/meta-09302026xexhibit991.htm)
7. [What the New Class C Share Structure Actually Means for Meta Platforms Stock Investors — Barchart via Yahoo Finance](https://finance.yahoo.com/markets/stocks/articles/class-c-share-structure-actually-111622225.html)
8. [Meta beats on revenue and splits its stock with nonvoting shares to raise capital, stock falls — SiliconANGLE](https://siliconangle.com/2026/10/21/meta-beats-on-revenue-and-splits-its-stock-two-for-one-with-non-voting-class-c-shares-raise-capital/)
9. [Meta's new nonvoting shares create an overhang — and Wall Street wants it gone — Yahoo Finance](https://finance.yahoo.com/markets/stocks/article/metas-new-nonvoting-shares-create-an-overhang--and-wall-street-wants-it-gone-124900698.html)
10. [Anthropic files for IPO, with revenue surging and potential $2 trillion valuation — Investing.com](https://www.investing.com/news/stock-market-news/anthropic-files-for-nasdaq-ipo-as-revenue-jumps-to-163-billion-4972842)
11. [Anthropic files to go public, setting up a landmark moment for the AI boom — Quartz](https://qz.com/anthropic-ipo-filing-nasdaq-ant-november-102626)