Meta launches $35bn of stock offerings and plans a $60bn at-the-market programme

Meta Platforms launched two underwritten public offerings worth about $35bn on 26 October 2026: about $22.5bn of Class A common stock and about $12.5bn of depositary shares representing new Series A Mandatory Convertible Preferred Stock, according to its PR Newswire release. Neither has been priced. Meta also said it plans an approximately $60bn at-the-market (ATM) programme to sell its new Class C common stock, which it does not expect to start until the first quarter of 2027, after that class begins trading. Meta says it has signed no agreement for the programme, that its timing, size and terms are still to be decided, and that it may not set one up at all.

Meta does not expect any cash from the common stock at the outset. The forward purchasers, Morgan Stanley Capital Services and Goldman Sachs, or their affiliates, will sell the shares under forward agreements Meta expects to sign, and Meta intends to issue new shares to them later for cash, on dates it chooses by 19 November 2027, at the offering price less underwriting discounts, subject to adjustments. Once Class C stock is issued and other conditions are met, Meta may in some cases settle in Class C shares only. Meta expects to give the common stock underwriters a 30-day option on up to $3.375bn more, handled through further forward agreements, the release says.

Each depositary share is a 1/20th interest in a preferred share with an expected liquidation preference of $1,000, and Meta expects to give underwriters a 30-day option on up to 37.5 million more depositary shares. Unless converted earlier, the preferred stock converts automatically, for settlement on or about 15 August 2029, into a variable number of Class A shares, or of Class C shares once that class has been issued and other conditions are met. Meta says the dividend rate and conversion terms will be set at pricing. Meta plans to seek a Nasdaq Global Select Market listing for the depositary shares, with the symbol METAM. Neither offering depends on the other being completed.

The release restates the 2026 capital expenditure outlook of $135bn to $145bn, including finance-lease principal payments, that Meta gave with its third-quarter results on 21 October 2026, narrowed then from $130bn to $145bn. Meta intends to fund its investments through "a balanced mix of operating cash flow, investment-grade debt, strategic partnerships, and equity capital", the release says. It reports $97bn of operating cash flow over the first nine months of 2026 and cash, cash equivalents and marketable securities of about $82bn on 30 September. In the third quarter, free cash flow, a non-GAAP measure, was negative $2,120m, against positive $10,625m a year earlier; capital expenditures including finance-lease principal payments were $34.91bn.