Meta $95B Stock Sale: First Leg Priced at $37.5B, $60B Non-Voting to Come

The raise#

Meta Platforms said Monday it plans to raise up to $95 billion in its largest-ever equity fundraising — and demand was strong enough to upsize it within hours. The company priced $25.0 billion of Class A common stock at $625.00 a share, increased from the $22.5 billion announced that morning, sold through forward sale agreements under which Meta receives the proceeds when the agreements settle. Alongside it, Meta priced 250 million depositary shares at $50 each — about $12.5 billion — each representing a 1/20th interest in a share of new 6.50% Series A mandatory convertible preferred stock, set to convert in August 2029. With underwriter over-allotment options, the first leg can reach about $40 billion. A further at-the-market program of up to $60 billion follows later, taking the full program to roughly $97.5 billion at priced terms.

For scale: earlier this year Alphabet increased its own equity offerings to $84.75 billion. Meta's plan tops that, and it comes from a company that spent a decade doing the opposite trade — retiring its own shares.

The Class C leg: cash without votes#

The $60 billion second leg is the structurally interesting part. It will be sold through the at-the-market program only after Meta's new Class C shares begin trading, expected in the first quarter of 2027; Meta said the timing and terms are not yet finalized. Class C is a new share class created by a board action on October 19 — one Class C share distributed for each Class A and Class B share held, under a charter amendment effective January 19, 2027. Class C carries no votes.

That design is the point. Per Meta's information statement, Mark Zuckerberg holds about 60.6 percent of the voting power on roughly 13.4 percent of the economic interest. Selling $60 billion of non-voting stock raises a war chest while leaving every existing holder's voting share — including his — exactly where it was. The dilution is real but purely economic: priced around $625 a share, the full program works out to roughly 150 million new shares, about 6 percent of the company — arithmetic on the announced ceiling, phased over years, with only the first leg priced so far.

Why Meta is selling stock at all#

Because the buyback machine has run in reverse. Meta bought back $26.3 billion of its own stock in the first nine months of 2025 — and $0 in the same stretch of 2026. Capital spending went the other way: $83.1 billion in the first nine months of 2026, up from $48.3 billion a year earlier, with third-quarter free cash flow negative at minus $2.12 billion. The 2026 capex guide stands at $135 billion to $145 billion, long-term debt has climbed to $80.9 billion, and Reuters puts Meta's committed future spending at about $825 billion, driven by data centers, AI infrastructure and cloud capacity. Operating cash flow no longer covers the ambition; the capital markets now do.

The circular part#

The raise also drew the AI industry's now-familiar circular flow. Nvidia, Advanced Micro Devices and Broadcom expressed interest in buying up to $5 billion of Class A shares in total, Reuters reported — the chip suppliers helping to finance one of their largest customers, whose spending comes back to them as orders. Nvidia was reported Tuesday to be investing $3 billion of that interest. Meta shares fell about 1.4 percent in Monday morning trading.

The take#

William Blair's analysts captured the open question: "We expect investors to continue to question the financing and potential for future capital raises." Monday's announcement is Meta conceding, in its own capital structure, that AI infrastructure has outgrown even a ~$1.6 trillion company's cash generation. The structure is shareholder-friendly in one narrow sense — control is untouched and the non-voting leg defers most of the dilution — but it marks the end of the era in which Meta's AI spending was a rounding error on its advertising cash flow. From here, the buildout is financed, and financed means judged: every future quarter will be read against the returns this $95 billion is supposed to produce.

Dilution and share-count figures are arithmetic on the announced program at the $625 offering price, not company guidance; only the first tranche has priced. Not investment advice. This brief's cover image is AI-generated.