Meta seeks up to $25 billion in bonds as AI spending hits $34.9 billion in a quarter and cash flow goes negative

Meta Platforms is selling bonds again. On November 3 it filed a preliminary prospectus supplement with the SEC for senior notes in five series, and CNBC reported, citing people familiar with the matter, that the company is seeking $20 billion to $25 billion, roughly two-thirds in dollars and one-third in euros. Final pricing was expected Tuesday afternoon; this story was written before terms were public.

What the filing shows, and what it leaves blank

The 424B5 is marked "subject to completion." Amounts, coupons and maturity years are all blank, so no tranche sizes can be verified yet. What it does confirm:

• Five series of unsecured senior notes, ranking equally with Meta's other unsecured senior debt.
• Citigroup and Morgan Stanley are the joint book-running managers.
• Use of proceeds: "general corporate purposes." The filing does not name data centers or chips, though the company's own text ties its AI investments to ranking, recommendations, ad tools and its pursuit of superintelligence.
• A possible euro leg: Meta says it "may launch" a euro-denominated note offering at the same time, under a separate prospectus supplement. The two deals are not conditioned on each other.
• Minimum denomination of $2,000, with semi-annual interest starting in 2027.

The CNBC figures on the split come from sources, not the filing, so treat the dollar and euro amounts as reported, not confirmed.

The capex behind it

Meta's third-quarter release (October 21) shows why the company keeps borrowing:

Item	Q3 2026
Revenue	$64.60 billion (+26%)
Capital expenditures incl. finance leases	$34.91 billion
Operating cash flow	$32.79 billion
Free cash flow	negative $2.12 billion (vs. +$10.63 billion a year earlier)
Cash and marketable securities	$82.45 billion
Long-term debt	$80.92 billion

Purchases of property and equipment were $33.94 billion in the quarter against $18.83 billion a year earlier. Over nine months, purchases of property and equipment were $83.06 billion plus $2.77 billion of finance-lease principal payments. Meta guides 2026 capital expenditures to $135 billion to $145 billion, narrowed from $130 billion to $145 billion.

Our arithmetic: nine months of capex including finance leases is about $85.8 billion. Hitting the guided range implies roughly $49 billion to $59 billion in the fourth quarter, well above Q3's $34.9 billion. Meta also guided Q4 revenue of $73 billion to $76 billion.

The balance sheet, before and after

The prospectus capitalization table, as of September 30, lists $80.92 billion of non-current long-term debt, against $82.45 billion of cash and securities, and $272.39 billion of equity. The release shows long-term debt of $58.74 billion in its comparison column. If the full $20 billion to $25 billion closes, face value of long-term debt would rise to roughly $101 billion to $106 billion on our math, ignoring discounts and issuance costs. The as-adjusted column in the filing is blank, and it excludes the euro notes.

The same prospectus notes that underwriters of Meta's earlier offering of 6.50% Series A mandatory convertible preferred exercised their full over-allotment, adding about $1.87 billion in net proceeds on November 2. CNBC reports that Meta has said it plans to raise $95 billion for AI, with $35 billion in underwritten equity offerings and $60 billion through an at-the-market program. We did not verify that plan in a filing for this story. CNBC also notes Meta raised $25 billion in bonds in April.

The rating angle

CNBC reports that S&P Global Ratings recently moved its outlook on Meta from stable to negative at AA-, citing uncertainty over capex and negative free cash flow. A negative outlook is not a downgrade, but it tells bond buyers the agency sees a meaningful chance of one. We have not read S&P's own report.

What it means

For bond investors, the question is how much Meta must pay for the new debt, which the final terms will show. For everyone else, this is a read on how the AI build-out is being financed: with operating cash flow of $32.79 billion covered by $34.91 billion of capex in one quarter, a company with more than $82 billion in cash is still raising debt and equity at the same time. For small and mid-sized companies that compete for the same pool of credit, a large issue like this is one more claim on investor demand, though it does not change the cost of a bank line directly. Our stocks desk will update when terms are public.

Sources: Meta Platforms Form 424B5 (filed Nov. 3, 2026) and Q3 2026 results (Exhibit 99.1, Oct. 21, 2026) on SEC EDGAR; CNBC. Totals marked "our arithmetic" are Chronicle calculations. This is market information, not investment advice.