What happened
On 26 October 2026 Meta Platforms filed preliminary prospectus supplements for two concurrent underwritten public offerings, according to documents on SEC EDGAR. One is $22.5 billion of Class A common stock. The other is 250,000,000 Series A depositary shares, each representing a one-twentieth interest in a share of Series A mandatory convertible preferred stock.
In a free writing prospectus filed the same day, Meta also said it plans to launch an approximately $60 billion at-the-market (ATM) program for a new Class C common stock. Press reports add the two together as a “$95 billion” plan. The filings themselves cover $35 billion of offerings, and the ATM part is a plan only.
Key details
- Class A common stock: up to $22.5 billion, or $25.875 billion if underwriters use their 30-day option. Meta agreed forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs, so Meta does not expect to receive proceeds at the start. The agreements settle on or before 19 November 2027.
- Preferred depositary shares: 250,000,000 depositary shares, about $12.5 billion at the $50 per depositary share stated in the prospectus supplement, with an option for up to 37,500,000 more. Conversion to common stock is expected around 15 August 2029. The supplement is marked “subject to completion”, so final terms may differ.
- Cornerstone investors: NVIDIA, AMD and Broadcom have indicated interest in buying up to $5.0 billion of the common stock in total. The filing says these indications are not binding.
- Planned ATM program: about $60 billion of Class C stock, not expected to start before the first quarter of 2027. Meta says it has not entered into any agreement, that timing, size and terms are not determined, and that there is no assurance the program will go ahead. It is not conditioned on the underwritten offerings.
- Use of proceeds: the prospectuses say “general corporate purposes”. They describe Meta’s AI investments as supporting its products and its stated aim to build superintelligence.
- Context from Meta’s results: third-quarter revenue of $64.6 billion, up 26%; cash and marketable securities of $82.45 billion; and a 2026 capital expenditure range of $135 billion to $145 billion. The results release also describes a new non-voting Class C stock to be issued as a one-time stock dividend in early 2027.
- Share price: the prospectus cites a last reported sale price of $642.62 on 23 October 2026.
Why it matters
The filings show how much of the AI buildout now depends on capital markets. Benzinga reports that Meta plans to fund its investments through operating cash flow, debt, partnerships and equity. Large equity issuance is now part of that mix, and three chip makers have indicated interest in buying part of the common stock.
For anyone following AI infrastructure, the number to watch is the planned ATM program, because it is the least settled part of the headline. Only $35 billion is in filed offerings, and the rest depends on decisions Meta has not yet made. Share issuance also dilutes existing holders, and press reports noted that Meta’s shares opened lower on the news.
This article reports filings and is not investment advice.
Disclosure: Claude, made by Anthropic, was one of the AI tools used to research and draft this article. Figures come from Meta’s SEC filings and results release unless attributed to Benzinga.
Sources
- Form 424B5 preliminary prospectus supplement, Class A common stock (forward sale offering) Primary source , SEC EDGAR / Meta Platforms, Inc.
- Form 424B5 preliminary prospectus supplement, Series A depositary shares (mandatory convertible preferred) Primary source , SEC EDGAR / Meta Platforms, Inc.
- Form FWP free writing prospectus (offerings and planned Class C at-the-market program) Primary source , SEC EDGAR / Meta Platforms, Inc.
- Meta third-quarter 2026 results (Exhibit 99.1) Primary source , Meta Platforms, Inc.
- Zuckerberg Is Raising the Stakes: Meta Plans $95 Billion Funding Push to Fuel AI Dreams Benzinga