Meta is now asking shareholders, not just lenders, to pay for its AI buildout. On October 26, 2026, the Facebook and Instagram owner priced a sale of $25 billion in Class A common stock at $625 a share, plus 250 million depositary shares of mandatory convertible preferred stock at $50 each. Together the two pieces come to about $37.5 billion at the offering prices. The money is meant to fund Meta’s costly AI expansion, and a separate program of up to $60 billion in share sales could follow next year.
Meta’s Share Sale in Four Facts
- Meta raised its common stock offering from $22.5 billion to $25 billion and priced it at $625 a share.
- The preferred shares pay a 6.50% dividend and convert into Class A stock around August 15, 2029.
- Meta expects 2026 capital spending of $135 billion to $145 billion and reported negative free cash flow of $2.12 billion last quarter.
- An at-the-market program of up to $60 billion is planned after non-voting Class C shares start trading, expected in early 2027.
Inside Meta’s $25 Billion Common Stock and $12.5 Billion Preferred Sale
Meta launched the deal on Monday morning and priced it the same day. The launch size was about $35 billion. Meta then raised the common stock portion from $22.5 billion to $25 billion. Morgan Stanley and Goldman Sachs led the sale, and both offerings were expected to close on October 29. Meta says the proceeds will go to “general corporate purposes.”
| Term | Class A Common Stock | Mandatory Convertible Preferred |
|---|---|---|
| Size | $25.0 billion (40 million shares) | 250 million depositary shares |
| Price | $625.00 per share | $50 per depositary share |
| Extra option for banks | Up to 6 million more shares | Up to 37.5 million more depositary shares |
| Income to holders | None from the offering itself | 6.50% a year, paid quarterly if declared |
| Key date | Settled on or before Nov. 19, 2027 | Converts on or about Aug. 15, 2029 |
| Meta’s estimated proceeds | About $24.9 billion (about $28.7 billion with option) | About $12.5 billion (about $14.3 billion with option) |
Why Meta’s New Shares Arrive Over a Year: The Forward Sale
The common stock part is sold through forward sale agreements with Morgan Stanley and Goldman Sachs. In this setup, the banks sell shares to investors now, and Meta delivers its new shares and collects the cash later. Meta can settle on one or more dates “on or prior to November 19, 2027,” at an initial forward price of about $622.92 a share.
The structure fixes the price now while letting Meta choose when, before that deadline, to take the cash. It also means the new shares reach Meta’s share count in stages rather than all at once.
How the 6.50% Mandatory Convertible Preferred Works
Each $50 depositary share is a 1/20th slice of one preferred share with a $1,000 liquidation preference. Holders receive dividends at 6.50% a year on February 15, May 15, August 15 and November 15, starting February 15, 2027, if Meta’s board declares them. On or about August 15, 2029, every preferred share must convert into Class A stock. The number of shares depends on Meta’s average stock price over 20 trading days before conversion.
The conversion range runs from 0.0681 to 0.0800 Class A shares per depositary share. We worked through what that means in dollars. At 0.0800 shares, $50 buys stock at $625, the same price as the common offering. At 0.0681 shares, the implied price is about $734.21. So if Meta stock sits below $625 in 2029, holders get the most shares. Above roughly $734, they get the fewest shares but still share in the gain. In between, they receive about $50 worth of stock.
| Meta Price Near August 2029 | Shares per $50 Depositary Share | What the Holder Gets |
|---|---|---|
| At or below $625 | 0.0800 | Fixed number of shares, value falls with the price |
| Between $625 and about $734.21 | Between 0.0800 and 0.0681 | About $50 of stock |
| Above about $734.21 | 0.0681 | Fixed number of shares, value rises with the price |
Convertible securities show up in startup funding too, though they work differently there. Our explainer on SAFE notes covers how early-stage investors convert into equity.
Meta’s AI Bill: Capex, Cash and an $825 Billion Pipeline
The reason for the raise sits in Meta’s third-quarter results from October 21. Revenue rose 26% to $64.6 billion. But capital spending reached $34.91 billion in the quarter, and Meta narrowed its 2026 forecast to $135 billion to $145 billion. Free cash flow was negative $2.12 billion. Cash and marketable securities of $82.45 billion were only a little above long-term debt of $80.9 billion.
Meta has committed to about $825 billion in future spending, mostly on data centers, AI infrastructure and cloud computing capacity. Chief executive Mark Zuckerberg struck a confident tone in the results release: “Our investments are paying off, the core business is strong, and we’re seeing velocity across the board.”
The $60 Billion Share Program Waiting on Class C Stock
This sale may be the first step. Meta plans an at-the-market program of up to $60 billion, which would sell shares gradually at market prices once its new non-voting Class C shares begin trading, expected in the first quarter of 2027. Nvidia, AMD and Broadcom had expressed interest in buying up to $5 billion of the Class A shares.
Meta’s board approved the Class C stock alongside the third-quarter results. Existing Class A and Class B holders will receive one Class C share for each share they own, as a one-time stock dividend. Meta expects the Class A price to adjust as if after a two-for-one split. The record and payment dates have not been set yet, so shareholders should watch for them; our guide to record date vs ex-date explains why both matter. The effect on your holding resembles a bonus issue, covered in our stock split vs bonus issue explainer, and investors will likely need to split their cost basis across the two classes, a point to confirm with a tax adviser.
Why Meta Picked New Shares Over More Debt
Meta’s choice shows how far AI spending has outrun even very large cash flows, which turned negative last quarter. With debt already close to its cash pile, new equity spreads the risk to shareholders instead of adding interest costs.
The Class C plan matters as much as the dollar figure. Non-voting shares let Meta keep raising equity without adding voting power, which helps preserve Mark Zuckerberg’s control. For existing holders, the cost is more shares in issue over time. For advertisers, including small businesses that buy ads on Facebook and Instagram, nothing changes today. Meta’s last quarter showed average ad prices up 14% and ad impressions up 10%, and the company is betting that more AI capacity keeps those numbers moving.
This article is for information and education only and is not investment, tax or financial advice. Figures were checked on November 2, 2026; confirm current details with the official source or a registered adviser before acting.
What Shareholders Are Asking About Meta’s Offering
How Much Stock Did Meta Sell in October 2026?
Meta priced $25 billion of Class A common stock at $625 a share and 250 million $50 depositary shares of mandatory convertible preferred, about $37.5 billion in total at offering prices.
What Will Meta Use the Money For?
Meta says the proceeds are for general corporate purposes. The raise is meant to fund its AI expansion, including data centers and computing capacity.
When Do Meta’s Class C Shares Start Trading?
Meta says the Class C stock takes effect in January 2027. Trading is expected to start in the first quarter of 2027, before the planned $60 billion program.
