Meta plans up to $95 billion stock sale as AI spending outlook climbs
In brief
- Meta plans to raise up to $95 billion by selling stock, its largest equity raise ever.
- Public offerings of common and convertible preferred stock account for about $35 billion.
- The up-to-$60 billion ATM program involves non-voting Class C shares, per research cited by Crypto Briefing.
- Meta expects 2026 capex of $135 billion to $145 billion for data centers, chips and AI.
How the $95 billion breaks down
The roughly $35 billion in public offerings is split between common shares and convertible preferred stock. Convertible preferred ranks above common shares in priority (and can later convert into ordinary equity), so buyers get a little more protection than they'd get from a plain stock purchase.
The ATM program is the bigger piece. An at-the-market program lets a company sell new shares into the open market over time instead of in one large block, and Meta's could reach $60 billion.
According to research findings cited by Crypto Briefing, the ATM program is tied to a new class of stock.
Non-voting Class C shares
Meta plans to introduce non-voting Class C common shares, which are set to be distributed in January 2027, and the ATM program is expected to follow in the first quarter of that year. Research findings cited by Crypto Briefing say the structure effectively works like a two-for-one stock split.
The new shares don't carry votes. That's the point. Because they're non-voting, Meta can raise large sums without diluting Mark Zuckerberg's voting power. Existing shareholders would still own a smaller slice of the company if the full $95 billion is issued, though the non-voting structure limits the effect on governance.
Why Meta needs the cash
Meta now expects 2026 capital expenditures of $135 billion to $145 billion, reflecting heavier investment in data centers, chips and AI systems. The same research findings put its future investment commitments at approximately $825 billion, mostly aimed at AI infrastructure.
Spending is running ahead of cash. Third-quarter capex alone reached $34.9 billion, which pushed free cash flow into negative territory, even though revenue came in at $64.6 billion (about $1.23 billion above estimates).
The company has moved its emphasis away from earlier metaverse projects toward advanced AI models and the infrastructure behind them. Some of that work is already in users' hands: Meta's AI agent, Muse, passed 10 million users in the US and Canada within six weeks of launch.
Frequently asked questions
How is Meta structuring its $95 billion equity raise?
Meta launched about $35 billion in public offerings, split between common shares and convertible preferred stock. It also plans a separate at-the-market share sale program worth up to $60 billion, which research findings cited by Crypto Briefing tie to a new class of stock: non-voting Class C common shares.
What is an at-the-market (ATM) share program?
An at-the-market program lets a company sell new shares into the open market over time rather than in a single large block. Meta's ATM program could be worth up to $60 billion and is expected to follow in the first quarter of 2027.
Will the raise dilute Mark Zuckerberg's control of Meta?
Issuing up to $95 billion in new stock would dilute existing shareholders' ownership. The new Class C shares carry no votes, though, so Meta can raise large sums without diluting Mark Zuckerberg's voting power.
Why does Meta need to raise so much money?
Meta expects 2026 capital expenditures of $135 billion to $145 billion for data centers, chips and AI systems. Third-quarter capex reached $34.9 billion, pushing free cash flow negative, and research findings put future investment commitments at about $825 billion.
