Meta Platforms launched two underwritten stock offerings on October 26 that together total about $35 billion, according to its SEC filings under Registration No. 333-299631. Meta frames the money as funding for AI infrastructure.

What the filings show

  • Class A common stock: about $22.5 billion, sold in connection with forward sale agreements. Meta does not initially receive proceeds. It expects to use them for general corporate purposes when the agreements settle later.
  • Depositary shares: about $12.5 billion, or 250,000,000 shares. Each is a 1/20 interest in a share of Series A Mandatory Convertible Preferred Stock with a $1,000 liquidation preference per preferred share.
  • Conversion: the preferred is set to convert around August 15, 2029, into Class A common stock, or Class C once that class is issued and certain conditions are met.
  • Underwriter options: a 30-day option for up to 37,500,000 more depositary shares, and up to $3.375 billion more of Class A common stock.

The depositary shares are offered at $50 each. The preliminary documents leave the dividend rate and the Class A stock price blank, so neither is reported here.

Who might buy

NVIDIA, AMD and Broadcom, which the filings call "Cornerstone Investors," indicated interest in buying up to $5.0 billion in total of the Class A common stock.

These are non-binding indications of interest, not commitments. Any of them could buy more, fewer or none. The parts of the filings we read do not say how the $5.0 billion would be split among them.

The bigger plan

Meta also plans a roughly $60 billion at-the-market program, to follow the start of trading in its previously announced Class C common stock. The filing says the program is not expected to begin before the first quarter of 2027. Meta has not entered an agreement, and the size, timing and terms are undetermined. The filing gives no assurance it will happen.

Adding $35 billion and $60 billion gives about $95 billion on paper. Only the first part is launched.

Why Meta says it needs the money

  • 2026 capital spending: Meta expects $135 billion to $145 billion.
  • Operating cash flow: $97 billion in the first three quarters of 2026.
  • Cash and marketable securities: about $82 billion at the end of the third quarter.
  • Third quarter: revenue of $64.6 billion, up 26%, and net income of $9.9 billion.

Meta says it is on track to nearly double its infrastructure capacity in 2026. Our Meta Q3 2026 results story covers that quarter in more detail.

What this means for you / what we checked

For people who use Meta's apps, the filings are about financing. They describe how the company plans to pay for AI infrastructure, with stock rather than only its own cash flow.

NVIDIA, AMD and Broadcom are chip suppliers, and the filings call their interest non-binding. We draw no conclusion beyond reporting it.

AI spending is being financed in other ways too. OpenAI is reportedly raising up to $30 billion at a $1.25 trillion valuation. This is not investment advice.

We read the three SEC filings listed above, starting with the Class A prospectus supplement, and took every Meta figure from them. The OpenAI figures come from our earlier story. The dividend rate and the Class A price were not in the preliminary documents we checked.