Meta launches a stock sale, larger slice unsigned

Meta’s investor-relations release says that on October 26, 2026, the company launched two concurrent underwritten offerings: 250 million Series A depositary shares, each representing one-twentieth of a share of new Series A mandatory convertible preferred stock, and $22.5 billion of Class A common stock tied to forward sale agreements. The company describes the pair as about $35 billion, with about $22.5 billion in common stock and about $12.5 billion in depositary shares. CNBC’s page marks publication at 2026-10-26T11:34:42Z. The report says the stock was down 1.6 percent in morning trading after the announcement.

The $95 billion total adds the roughly $35 billion already launched to about $60 billion the company says it plans to raise later. The release says the company plans an at-the-market program of about $60 billion after trading begins in a previously announced Class C common stock. The same passage says there is no agreement for that program, that the timing, size, and terms are undetermined, and that there is no assurance the program will be established or that any shares will be sold. CNBC adds the two pieces into a $95 billion total. In the company’s text, only the first piece is an offering that has been launched.

On the common-stock piece that has been launched, the company says it does not expect to receive cash at the start. The shares are sold by the forward purchasers or their affiliates. Meta receives proceeds only when the forwards settle, at the forward sale price. The company chooses the settlement dates, no later than November 19, 2027. The forward purchasers are Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC. Net proceeds of the depositary shares are described as general corporate purposes. Neither offering is conditioned on the other. If the over-allotment options are exercised, that is up to 37.5 million more depositary shares and up to $3.375 billion more common stock, and the extra common stock would require additional forward agreements.

Nvidia, AMD, and Broadcom are named as cornerstone investors. Together they have indicated an interest in buying up to $5.0 billion of Class A common stock at the same price and on the same terms as other buyers. The release then says those indications are not binding agreements or commitments to purchase. Any of the three may buy more, less, or nothing, and the underwriters may sell them more, less, or nothing. CNBC’s line, that they were interested in purchasing up to $5 billion, matches the company statement. It is not written as an order already placed.

The company sets the equity next to 2026 spending. The release says capital expenditure in 2026 is expected to be $135 billion to $145 billion. Operating cash flow in the first three quarters was $97 billion, and cash, cash equivalents, and marketable securities at the end of the third quarter were about $82 billion. Third-quarter revenue was $64.6 billion, up 26 percent year over year, and net income was $9.9 billion. The company also says it is building four superclusters of more than one gigawatt each. CNBC adds that the bottom of the capital-expenditure range was raised from $130 billion, and says investors focused on negative free cash flow. CNBC does not give a free-cash-flow figure. The release itself does not state free cash flow.

The company intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol METAM. If not converted earlier, the preferred stock is described as converting into a variable number of common shares for settlement on or about August 15, 2029. The dividend rate and conversion terms are left for the pricing. The at-the-market program is described as not starting before the first quarter of 2027, after Class C trading begins. What the release says has happened is the launch of about $35 billion of underwritten offerings, plus a nonbinding indication of interest for up to $5 billion. The roughly $60 billion at-the-market program has no agreement. The common-stock piece has not yet become cash on the company’s books.