Meta launched a $35 billion stock offering on Monday, October 26, and said it plans to sell up to $60 billion more in new non-voting shares starting next year. The two figures are separate deals that add up to as much as $95 billion. The company’s filings explain why a business with $82 billion in the bank wants it: last quarter, its AI build-out cost more than its operations brought in.
For anyone who owns Meta directly, or through an S&P 500 index fund, this means more shares splitting the same company. At current prices the full plan works out to roughly 6% more stock, by our estimate, though most of it won’t arrive until 2027.
What Meta is selling, and when the money arrives
The $35 billion comes in two pieces, according to Meta’s announcement and prospectus supplement filed with the SEC.
The first is $22.5 billion of Class A common stock, the shares that trade today as META. It’s sold through forward sale agreements with Morgan Stanley and Goldman Sachs, the deal’s lead banks. The banks’ affiliates borrow shares and sell them now. Meta delivers new shares and collects the cash later, on dates it picks before November 19, 2027.
The second is $12.5 billion of mandatory convertible preferred stock, sold as 250 million depositary shares at $50 each. These pay a dividend and turn into common stock on or around August 15, 2029. Meta will set the dividend rate when the deal is priced.
The banks can buy up to $3.375 billion more common stock and 37.5 million more depositary shares within 30 days. Chipmakers Nvidia, AMD and Broadcom have “indicated an interest” in buying up to $5 billion of the common stock. Meta stresses that those interests aren’t binding.
The $60 billion is a different and later program. Meta would sell new Class C shares gradually on the open market, an “at-the-market” offering. It isn’t expected to start before the first quarter of 2027, and Meta says it “has not entered into any agreement” for it. Its timing, size and terms haven’t been decided.
The spending gap behind the sale
Why would a company this profitable need outside money? Meta’s own numbers answer that.
Meta expects to spend $135 billion to $145 billion on capital projects this year, mostly AI infrastructure such as data centers, according to its third-quarter results released October 21. It spent $34.91 billion in the third quarter alone.
That left free cash flow, the cash left after capital spending, at negative $2.12 billion for the quarter. A year earlier it was a positive $10.63 billion. Reuters reported that it was Meta’s first negative free cash flow in more than a decade.
The balance sheet is no longer a cushion either. Meta held $82.45 billion in cash and marketable securities on September 30, barely above its $80.92 billion of long-term debt. Reuters also reported that Meta has committed to spend about $825 billion, mainly on data centers and computing capacity.
Meta told investors that its funding mix is operating cash flow, investment-grade debt, partnerships and equity. Its business still generated $97 billion in operating cash in the first nine months of 2026. It also still pays a dividend, $1.36 billion last quarter, but bought back no stock in the quarter.
Why the new shares carry no vote
The $60 billion program depends on Class C stock, a share class Meta created last week. The board declared a dividend of one Class C share for every Class A and Class B share, and the new charter takes effect on January 19, 2027. Every existing shareholder gets the new shares, which works much like a two-for-one stock split.
Class C shares carry the same economic rights as the others but no vote. Meta’s information statement says the purpose is to “create a publicly traded, non-voting equity security that the Company may use for capital raising.” It also states plainly that “the Company expects to need to raise capital to finance its AI-related growth plan.”
That design protects Mark Zuckerberg. He controls about 60.6% of Meta’s votes with a 13.4% economic stake, the filing says. Selling voting Class A shares year after year would slowly erode that majority, a risk the filing acknowledges.
Shareholders didn’t vote on the change. Chan Zuckerberg entities holding 56.1% of the voting power approved it by written consent. Alphabet used the same non-voting structure in 2014 to protect its founders’ control, Semafor noted on October 21.
How much existing shareholders get diluted
Meta had about 2.56 billion Class A and Class B shares outstanding on September 30. Its filings warn that future sales of Class A or Class C stock “could be dilutive to holders of our common stock.”
The final share count depends on prices that aren’t set yet. As a rough guide, we used Meta’s Friday close of $642.62. At that price, $35 billion buys about 54 million shares, or about 2% of the company. The full $95 billion would be about 148 million shares, or about 6%.
Our math assumes the price holds and ignores employee stock awards. The preferred stock converts into a variable number of shares in 2029, so its share count could end up higher or lower.
The market took the news calmly. Meta shares fell as much as 4% on Monday before recovering to trade about 1% higher, Investing.com reported. That followed a 7% drop on October 22, the day after Meta’s results raised its spending floor. Our AI bubble explainer covers what that sell-off said about Big Tech’s AI bets.
The offering also comes as Meta appeals the $25 billion penalty a New Mexico judge ordered last week.
Pricing comes first, Class C trading next
Meta will price the $35 billion offering in the coming days, which sets the preferred dividend rate and the price on the forward sales. Class C shares are due to arrive after the charter takes effect on January 19, and the $60 billion program can’t start until they’re trading.