Meta Launches $35 Billion Stock Offering, Plans Up to $95 Billion for AI Infrastructure

Meta Platforms announced Monday its largest-ever equity fundraising: a $35 billion public offering launched immediately, with a further $60 billion at-the-market program planned for 2027. The combined $95 billion would fund an AI infrastructure buildout that has already pushed the company into negative free cash flow.

The Offering Structure

The concurrent offerings consist of $12.5 billion in depositary shares representing mandatory convertible preferred stock and $22.5 billion of Class A common stock sold through forward sale agreements [4]. Meta will not receive proceeds from the common stock portion until the forward agreements settle, currently scheduled by November 2027 [4]. The preferred shares carry a $1,000 liquidation preference and automatically convert around August 2029 [4].

A separate $60 billion at-the-market program would sell newly created non-voting Class C shares, but only after they begin trading—expected in the first quarter of 2027 [1][4]. Meta's filing cautions that "there can be no assurance that the Company will establish an ATM program on the terms described herein, or at all" [4].

Circular Funding With Chip Suppliers

Nvidia, AMD, and Broadcom have indicated non-binding interest in purchasing up to $5 billion of the Class A shares [1][4]. The three companies are major chip suppliers to Meta. Reuters noted this "adds to concerns about an increasingly circular flow of capital in the AI industry, as chip suppliers help finance the expansion of one of their biggest customers" [1]. The indications of interest are not commitments; any of the three "may determine to purchase more, fewer, or no shares" [4].

Cash Burn and Capex

Meta reported a $2.12 billion free cash flow deficit in the third quarter, its first negative result in over a decade, compared with $10.63 billion positive a year earlier [1][2]. The company raised its 2026 capital expenditure forecast to $135–145 billion [1][4] and says it has committed to roughly $825 billion in future spending on data centers, AI infrastructure, and cloud computing [1]. As of September 30, Meta held $82.45 billion in cash and securities against $80.92 billion in long-term debt [1].

Operating cash flow for the first three quarters reached $97 billion [4], but the gap between spending and internally generated cash has widened. Alphabet earlier this year expanded its equity offerings to $84.75 billion, signaling a broader shift among hyperscalers toward external financing [1].

Zuckerberg's Control Preserved

The Class C shares carry no voting rights, allowing Meta to raise capital without diluting Mark Zuckerberg's control [1][3]. The shares will be distributed as a dividend, effectively a two-for-one split [2]. Separately, Meta agreed to grant Zuckerberg Class C shares he can sell to cover a potential California billionaire wealth tax, in exchange for his commitment to remain in California and retain voting control [1].

Claims vs. Evidence

Meta's press release states its "AI investments are already generating tangible returns through increased engagement, improved advertising performance and increased monetization" and cites "personal superintelligence, consumer and business agents, enterprise products, and AI glasses" as opportunities [3][4]. The company reports 10 million users for its Muse agent in the U.S. and Canada within weeks of launch, with shopping the leading use case [2][4]. However, Reuters noted some enterprises restrict Muse access over security concerns [1].

The $95 billion figure depends on an ATM program that has not been established, with timing, size, and terms undetermined [4]. Internal forecasts cited by the Guardian suggest Meta needs "hundreds of billions of dollars" over several years [3], well beyond the current plan. The cornerstone investor interest is non-binding [4]. Forward sale proceeds arrive about a year out. For now, the $35 billion offering is real; the rest is conditional.