Meta's "$95 billion" stock raise is $35 billion today, and $22.5 billion of it brings no cash until 2027

Meta Platforms said Monday it plans to raise $95 billion in equity to fund its AI buildout, according to CNBC and other outlets. The filings Meta made with the SEC the same morning describe something narrower: about $35 billion of offerings that launched Monday, and a $60 billion at-the-market (ATM) program that does not exist yet.

What was actually launched

In its free writing prospectus, Meta lays out the financing plan in two parts:

• $22.5 billion of Class A common stock, sold through forward sale agreements with Morgan Stanley and Goldman Sachs. The banks borrow shares and sell them to the underwriters now. Meta says it does not expect to receive any proceeds initially. It gets cash only when it settles the forwards, at a date of its choosing on or before November 19, 2027.
• 250 million depositary shares of mandatory convertible preferred stock, each worth a $50 liquidation preference, or $12.5 billion in total. The dividend rate and conversion terms will be set at pricing. The preferred converts automatically into common stock on or about August 15, 2029, and Meta intends to list the depositary shares on Nasdaq under "METAM".
• About $60 billion through an ATM program, planned to start once the new non-voting Class C stock begins trading. The filing says Meta "has not entered into any agreement" for it and that its timing, size and terms "have not been determined."

Underwriters also hold 30-day options for up to $3.375 billion more common stock and 37.5 million more depositary shares, about $1.9 billion at the $50 preference.

The arithmetic

Nasdaq lists Meta's market value at about $1.631 trillion, with Friday's close at $642.62. Against that figure:

Those shares are a rough guide: the real dilution depends on the prices at which the stock is sold and, for the preferred, on a conversion ratio not yet set. The forward structure matters for how the share count moves. Because Meta settles later, the new shares reach its count only at settlement, though the filing says they count as potential shares in diluted earnings per share under the treasury stock method to the extent dilutive.

Why raise stock at all

Meta's own numbers explain the pressure. It guided 2026 capital spending to $135 billion to $145 billion. Against that, the company says it generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion of cash and marketable securities at the end of the third quarter. Third-quarter revenue was $64.6 billion, up 26%, with net income of $9.9 billion. Our October 21 report covered the negative free cash flow and the new share class.

Meta says it will fund the buildout with a mix of operating cash flow, investment-grade debt, partnerships and equity, and cites Aa3/AA- credit ratings. The equity is described as complementary. Proceeds from both launched offerings are for general corporate purposes, not a named project.

Nvidia, AMD and Broadcom

The prospectus supplement says Nvidia, Advanced Micro Devices and Broadcom, which it calls "Cornerstone Investors," have each indicated an interest in buying shares in the common offering, up to $5.0 billion in total, at the same price and terms as other buyers. The filing stresses these are not binding. All three sell chips or networking gear into the spending Meta is raising money for, which is why MarketWatch led with the story. It is also an unusual detail in a stock sale, and worth watching when the final allocation is disclosed.

What traders are watching

• Pricing. The offering price, the preferred dividend rate and the conversion terms are all still blank in the preliminary documents.
• The stock's reaction. CNBC reported shares up 1.6% in premarket trading after the announcement. Nasdaq data at 8:51 AM ET showed $638.07, down 0.71% from Friday's close. Early premarket quotes can swing on thin volume.
• Class C. The ATM depends on the Class C shares, which the filing says take effect January 19, 2027.
• Everyone else raising. CNBC quoted CCS Insight's Ben Wood noting Alphabet, SpaceX and, soon, Anthropic are also going to the markets.

Sources: Meta Platforms filings on SEC EDGAR (FWP and 424B5, Oct. 26, 2026); CNBC; Financial Times; MarketWatch; Nasdaq quote data. Prices are delayed. This is market information, not investment advice.