Meta Stock Offering Aims to Raise $95 Billion for AI Data Centers

Meta wants $95 billion more from stock investors to keep building AI data centers. The Meta stock offering, launched Monday, starts with about $35 billion in underwritten sales and adds a planned $60 billion at the market program later, according to a filing with the SEC and a Financial Times report carried by The Irish Times.

How the $95 billion is split

The underwritten piece has two parts, per Meta's free writing prospectus. Meta is selling $22.5 billion of Class A common stock through forward sale agreements, which means the cash arrives later, when the forwards settle on or before November 19, 2027. The other roughly $12.5 billion comes from 250 million depositary shares, each a 1/20th interest in a mandatory convertible preferred share that converts around August 15, 2029. Those depositary shares are set to trade on Nasdaq as METAM.

Morgan Stanley and Goldman Sachs are running the books. Nvidia, AMD and Broadcom, companies that sell Meta chips and networking gear, have indicated interest in buying up to $5 billion of Class A stock combined, though those indications are not binding.

The $60 billion program would sell the new Class C shares Meta created on October 21. The filing says it is not expected to begin before the first quarter of 2027, and no agreement has been signed yet.

Why a company earning $9.9 billion a quarter wants outside cash

Meta is not short of money in the usual sense. The filing shows $64.6 billion in third quarter revenue, up 26% from a year earlier, net income of $9.9 billion and about $82 billion in cash and marketable securities. It generated $97 billion in operating cash flow over the first nine months of the year.

The problem is the spending. Meta guides 2026 capital expenditures of $135 billion to $145 billion, and it told investors it will need to raise "hundreds of billions of dollars" over several years for its AI push, according to the FT report. The filing describes four planned superclusters of more than one gigawatt each and data centers in 23 states. That buildout feeds models such as Muse Wonder, Meta's first frontier model.

The same pressure is visible across the industry. Amazon says AWS capacity is sold out through 2027, and debt investors have grown wary of AI infrastructure, as CoreWeave's bond yields near 15% showed.

Dilution is the price Meta shareholders pay

Selling new stock spreads Meta's future profits across more shares. Meta shares fell 7% on Thursday, the FT report said. The company argues the spending is paying off, saying AI "is creating significant opportunities for Meta across its core business and new products and services," and pointing to higher engagement and better ad performance. It has faced other big bills this month too, including the $25 billion New Mexico privacy ruling.

The dividend rate on the preferred shares will be set at pricing, and the Class C shares behind the larger program are not expected to trade until next year. Follow more big tech moves in our tech section.