Meta launches $35 billion equity offerings, outlines contingent $60 billion program

Meta launched about $35 billion of concurrent underwritten equity offerings and outlined a separate Class C stock-selling program of approximately $60 billion. Together, the plans could provide roughly $95 billion of equity-financing capacity, but only the $35 billion portion has been launched.

The launched financing consists of about $12.5 billion of depositary shares representing mandatory convertible preferred stock and $22.5 billion of Class A common stock offered through forward sale agreements. The offerings are separate, and neither depends on the other closing.

Each of the 250 million depositary shares represents a one-twentieth interest in a new Series A preferred share. Unless converted earlier, each preferred share is scheduled to convert on or about Aug. 15, 2029, into a variable number of Class A shares. The conversion would instead be into Class C shares if those shares have been issued and other conditions are met. The dividend rate, conversion rate and final terms had not been set at launch.

For the Class A leg, forward purchasers sell shares to investors before Meta receives the related cash. Meta expects to receive proceeds when it settles the contracts on dates it specifies no later than Nov. 19, 2027. The amount would reflect the public offering price less underwriting discounts and contractual adjustments. Net proceeds from both launched offerings are designated for general corporate purposes.

The proposed $60 billion at-the-market program is a future step, not a current offering. It would allow Meta to sell Class C shares over time, but the company has not entered an equity distribution agreement, and the timing, size and terms remain undetermined. Meta expects the program no earlier than the first quarter of 2027, after the new shares begin trading. It gave no assurance that it will establish the program or sell any shares.

Meta’s non-voting Class C recapitalization underpins the proposal. Its board approved the recapitalization on Oct. 19, and shareholders approved it by written consent the next day. Meta said in a regulatory filing that its restated charter was expected to take effect Jan. 19, 2027, subject to stated conditions.

Nvidia, AMD and Broadcom indicated, separately rather than jointly, non-binding interest in buying up to $5 billion in aggregate of the Class A offering. Meta said each company could buy more, less or none, so the indications are not commitments.

Meta linked the financing plan to the infrastructure and computing capacity it says it needs for AI, while retaining general corporate purposes as the formal use of proceeds. The company said the expansion would draw on operating cash flow, investment-grade debt, strategic partnerships and equity. Meta forecasts $135 billion to $145 billion of capital expenditures in 2026. Its third-quarter filing reported $85.82 billion of capital expenditures in the first nine months of the year.