Meta Stock Offering: Meta Goes From Buying Back Stock to Selling $35 Billion
Meta spent $148.6 billion buying back its own stock from 2021 to 2025, and on Monday it launched $35 billion of new stock sales to support its AI build. It plans up to $60 billion more in shares with no vote, about 5.8% of Meta in all by our count, about three times Alphabet's June plan for its size.
The short answer. After years as a big buyer of its own shares, Meta is now selling $35 billion of new stock and plans up to $60 billion more in a class with no vote. For anyone following the AI boom, the build now draws on new shareholders as well as Meta's cash and bonds, and in the third quarter its spending passed what the business brought in, though not over the first nine months. By our arithmetic, measured against each company's value, Meta's plan is about three times Alphabet's, and Zuckerberg stays near 60% of the votes in every case we worked out.
Meta's stock offering in three numbers
What we calculated
- The plan of up to $95 billion equals about 5.8% of Meta's value, today's $35 billion about 2.1%, and 6.1% with the banks' options: the release's amounts against Meta's shares at Friday's close.
- Meta's plan about three times Alphabet's June plan for its size: Alphabet's $80 billion was about 1.7% of its value before its June 1 announcement, and the upsized $84.75 billion 1.85%.
- $148.6 billion of buybacks from 2021 to 2025: the sum of the yearly repurchases in Meta's annual reports.
- $49.2 billion to $59.2 billion of spending left for the fourth quarter: Meta's 2026 range minus what it spent in the first nine months.
- About $5.8 billion more paid out than its free cash flow brought in this year: dividends and employee share taxes against free cash flow, January to September.
- About 148 million share equivalents, or about 5.5% less of the company for a holder who buys none: the plan divided by Friday's price.
- Zuckerberg's votes at 60.6%, 60.2% or 59.9%: his votes against all votes, with no new voting shares, the shares Meta later delivers to the banks in Class A, or those plus the preferred and the options in Class A.
- Meta's first sale of new shares for its own account since December 2013, and more than 23 times that sale's $1.49 billion of new shares: our reading of Meta's SEC filing list, and 27,004,761 shares at $55.05.
- About $5.25 billion more if the banks use both options: $3.375 billion of common plus 37.5 million depositary shares at $50.
- A band about 25% wide for Alphabet's conversion: its two conversion rates divided by each other.
On this page
- How much is Meta raising in its stock offering?
- Why is Meta selling shares now?
- Are Nvidia, AMD and Broadcom buying Meta stock?
- Will Meta's stock offering dilute shareholders?
- Does Zuckerberg lose voting control of Meta?
- How do Meta's convertible preferred stock and forward sale work?
- How does Meta's stock offering compare with Alphabet's?
- How we counted
- Frequently asked questions
How much is Meta raising in its stock offering?
Meta is selling about $35 billion of stock now, a little more if the banks use their options, and plans up to $60 billion more from early 2027. That last piece is the biggest, and it is a new kind of Meta share with no vote.
Meta announced the deal before the market opened on Monday, in a release whose subtitle says it "supports Meta's continued investment in AI infrastructure and personal superintelligence." Banks led by Morgan Stanley and Goldman Sachs sell two pieces today. One is $22.5 billion of Class A common stock, the share that trades as META, sold through a forward sale. That means banks sell the shares now and Meta delivers new ones and takes the cash later, by November 2027. The other is $12.5 billion of depositary shares, each a slice of a preferred stock that pays a dividend and must turn into common shares in 2029.
The biggest piece comes later. Meta plans an at-the-market program, which means selling shares into the market a little at a time, "up to a maximum aggregate offering amount of $60 billion." It would sell Class C shares, the class with no vote that Meta announced on October 21 and that is due to trade from early 2027. The release says no agreement is signed and the size and timing are not set.
Show the data
| Category | Value |
|---|---|
| Common ($22.5B) | 1.4% |
| Preferred ($12.5B) | 0.8% |
| Class C, 2027 ($60B) | 3.7% |
Measured against the company, the whole plan is worth about 5.8% of Meta at Friday's close, by our calculation. Meta's SEC filing list shows no sale of new shares for its own account since December 2013, by our reading. Back then it was still Facebook and sold $1.49 billion of new shares, and today's launch is more than 23 times that.
| Piece | Amount | Share class | When Meta gets the cash |
|---|---|---|---|
| Common stock with forward sale agreements | $22.5 billion, plus a $3.375 billion option | Class A (Class C possible after it exists) | When Meta delivers shares, on or before November 19, 2027 |
| Depositary shares of mandatory convertible preferred | $12.5 billion (250 million at $50 each, by our division), plus a 37.5 million share option | Converts into Class A, or Class C once issued, around August 15, 2029 | At closing |
| At-the-market program, planned | Up to $60 billion | Class C, no vote | From the first quarter of 2027, if established |
Source: Meta release of October 26, 2026; the options are 30 days long and together worth about $5.25 billion, by our arithmetic.
Why is Meta selling shares now?
Meta says it will pay for its AI build with a mix that now includes new stock. Last quarter that spending passed the cash its business brought in, and Meta bought back no stock from January to September 2026.
In the release's words, Meta "intends to fund these investments through a balanced mix of operating cash flow, investment-grade debt, strategic partnerships, and equity capital." Investment-grade debt means bonds from a borrower the rating firms judge safe. Meta expects to spend $135 billion to $145 billion on data centers, servers and other equipment in 2026.
In the third quarter that spending reached $34.91 billion, against $32.79 billion of cash from operations, the money the business brought in after its running costs (our report on Meta's third quarter). Over the first nine months the business still covered its spending, leaving $11.05 billion of free cash flow, as Meta's results release counts it.
The fourth quarter asks for more. Meta's guided range leaves $49.2 billion to $59.2 billion of spending for October to December, by our arithmetic.
Show the data
| Category | Value |
|---|---|
| 2021 | $44.5B |
| 2022 | $28.0B |
| 2023 | $19.8B |
| 2024 | $30.1B |
| 2025 | $26.2B |
| 2026 (9 mo.) | $0.0B |
The turn shows in buybacks, which shrink the number of shares. Meta spent $148.6 billion on them from 2021 to 2025, by our sum of its annual reports. From January to September 2026 it spent nothing, against $26.25 billion a year earlier, its quarterly report says, and now it is adding shares.
Dividends and the taxes Meta pays on employees' vested shares took about $5.8 billion more than that free cash flow, by our arithmetic on the 10-Q.
Meta also borrowed $24.91 billion from bonds in May. The release calls the new stock "a complementary source of capital," one more source next to borrowing, and says its Aa3 and AA- credit ratings, high grades from the rating firms, let it raise long-term debt efficiently.
For holders, the $0.525 quarterly dividend goes on, and the release says nothing about changing it.
Show the data
| Meta, January to September 2026 | Amount |
|---|---|
| Cash from operations | $96.87 billion |
| Spending on property and equipment, including leased equipment | $85.82 billion |
| Free cash flow, as Meta defines it | $11.05 billion |
| Dividends and dividend equivalents paid | $4.06 billion |
| Taxes paid on employees' vested shares | $12.77 billion |
| Bonds sold in May 2026, net | $24.91 billion |
| Bonds outstanding, September 30, 2026 | $84.00 billion |
| Cash, cash equivalents and marketable securities, September 30, 2026 | $82.45 billion |
Source: Meta Form 10-Q for the quarter ended September 30, 2026 and Meta third quarter 2026 results release.
Are Nvidia, AMD and Broadcom buying Meta stock?
They may. The three chipmakers have said they are interested in buying up to $5 billion of the common stock, though they have not committed to it.
The release says Nvidia, AMD and Broadcom "have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $5.0 billion" of the Class A shares, at the same price and terms as other buyers. Severally and not jointly means each one acts on its own. It adds that any of them "may determine to purchase more, fewer, or no shares." It gives no reason for their interest.
All three sell Meta parts for its data centers, under deals each announced this year. Nvidia's February release describes "millions of NVIDIA Blackwell and Rubin GPUs" for Meta. AMD's February deal covers up to 6 gigawatts of its chips, and Broadcom's April release covers technology for Meta's own AI chips. If they buy, money would flow both ways between Meta and companies it buys from, which the release leaves without comment.
Will Meta's stock offering dilute shareholders?
Yes, by a few percent. At Friday's price the whole plan equals about 148 million share equivalents, so if it were completed at that price, a holder who buys none would own about 5.5% less of Meta.
Dilution means each share owns a smaller part of the same company, because there are more shares. It does not by itself make a share worth less, since Meta also takes in the cash the new shares pay for.
Those share figures are equivalents at today's price, because the real count depends on prices nobody knows yet. The common stock is sold at a price set when the deal prices. The preferred turns into a number of shares that depends on Meta's price in 2029, and the Class C sales happen over time.
Class C itself may cost more shares. Meta's information statement says it "will likely trade at some level of discount to the Class A common stock," so Meta "may need to issue more shares" for the same money.
Meta's planned stock dividend, once the board sets its dates, gives every holder one Class C share for each share they own. Meta expects the Class A price to adjust as if the stock had split two for one. A holder of 100 shares would then own 200, each priced at about half as much. Up to $60 billion of Class C would then buy about twice as many shares at about half the price, the same slice of the company, unless Class C trades at a discount.
How we counted
Shares outstanding are 2,214,472,367 Class A and 341,768,886 Class B as of October 16, 2026, from the cover of Meta's 10-Q. Each dollar amount is divided by the October 23 close of $642.62 from StockTitan's daily price data. The 5.5% is $95 billion divided by Meta's value plus $95 billion. The real counts will differ once prices are set.
Does Zuckerberg lose voting control of Meta?
No. Zuckerberg holds 60.6% of the votes, and in the cases we worked out he stays near 60%, because the biggest piece of the plan is shares with no vote.
Meta has two classes of shares today. Class A has one vote per share and Class B, nearly all of it Zuckerberg's, has ten. As of October 1, he controlled "approximately 60.6% of the Company's total outstanding voting power and approximately 13.4% of its total outstanding economic interests," Meta's information statement says.
Show the data
| Category | Value |
|---|---|
| Zuckerberg's share of votes | 60.6% |
| Zuckerberg's share of ownership | 13.4% |
The statement says the recapitalization and its Class C dividend "will allow the Company to raise critical equity capital without impacting Mr. Zuckerberg's voting power." The planned sales of up to $60 billion are Class C. The preferred converts into Class C once those shares exist and other conditions are met, and Meta can settle the forward sale, meaning deliver its shares, in Class C "in certain circumstances."
If the forward shares came as voting Class A at Friday's price, his share would be about 60.2%, by our calculation. If the preferred and both options also ended up in Class A, it would be about 59.9%. Every holder who does not buy, Zuckerberg included, ends up owning a slightly smaller slice of the company.
How do Meta's convertible preferred stock and forward sale work?
The preferred stock pays holders a dividend, then turns into common shares in 2029. With the forward sale, banks sell Meta shares today, and Meta hands over new shares and gets paid later.
Each of the 250 million depositary shares stands for one twentieth of a preferred share with a $1,000 value, so each costs about $50. Meta intends to apply to list them on Nasdaq as METAM. Holders receive a dividend, and around August 15, 2029, each one turns into common stock automatically.
The dividend rate and the conversion terms "will be determined at the time of pricing," the release says, and Meta had not published them when we wrote this.
The forward sale works differently. Affiliates of Morgan Stanley and Goldman Sachs sell $22.5 billion of Meta shares now, and Meta "does not expect to initially receive any proceeds." On dates Meta chooses, up to November 19, 2027, it delivers new shares and receives the offering price less the banks' fee, with adjustments set in the contracts.
Show the data
| Date | Event |
|---|---|
| Oct 26, 2026 | Meta launches $35 billion of common and preferred stock sales. |
| Jan 19, 2027 | Meta's charter creating Class C takes effect; the share dividend's dates are not set. |
| Q1 2027 | Class C sales of up to $60 billion may start; nothing signed yet. |
| Nov 19, 2027 | Deadline for Meta to deliver forward sale shares and take the cash. |
| Aug 15, 2029 | About this date, the preferred turns into common shares. |
How does Meta's stock offering compare with Alphabet's?
Alphabet announced an $80 billion stock plan in June, which grew to $84.75 billion. For its size, Meta's plan is about three times as large.
The two deals look alike on paper. Both pair common stock with a mandatory convertible preferred sold as $50 depositary shares, and both add an at-the-market program.
Alphabet's Series A preferred, the closest model for Meta's, pays 6.25% a year and turns into Class A shares, according to Alphabet's pricing release. Holders get more shares if the price falls and fewer if it rises, inside a band about 25% wide, by our arithmetic.
Alphabet's $80 billion was about 1.7% of its value before its June 1 announcement, by our calculation, against about 5.8% for Meta's plan. Half of Alphabet's $80 billion was its $40 billion program, meant "primarily to facilitate, for a period of time, an administrative change in how Alphabet meets tax obligations associated with employee equity grants." Its quarterly report says it had sold none of those shares by June 30.
| Meta | Alphabet | |
|---|---|---|
| Plan as announced | Up to $95 billion, Oct 26, 2026 | $80 billion, June 1, 2026 |
| Plan as a share of company value (ours) | 5.8% | 1.7% |
| Common stock sold publicly | $22.5 billion, forward sales | $18 billion priced |
| Mandatory convertible preferred | $12.5 billion | $16.75 billion priced |
| Preferred dividend | Set at pricing | 6.25% a year |
| Common shares per $1,000 preferred | Set at pricing | 2.2520 to 2.8160 (Series A) |
| Shares sold into the market over time | Up to $60 billion, Class C | Up to $40 billion |
| Stated use of those sales | None stated | Mainly employee stock taxes |
| Outside buyers | Nvidia, AMD, Broadcom, up to $5B | Berkshire Hathaway, $10B |
Meta states no use for its program at all, and for the two offerings launched today it names "general corporate purposes," next to its AI spending. The outside buyers differ too. Berkshire Hathaway agreed to buy $10 billion of Alphabet stock in a private sale, while Meta's possible buyers are its chip suppliers, with no commitment.
Read together, by our reading, Meta is asking investors for more than Alphabet did for its size, and saying less about where the biggest piece of the money goes.
What to watch
- The price of the common shares, the preferred's dividend rate and its conversion range: Meta's final prospectus supplement, the offering document filed on SEC EDGAR when the deal prices.
- Whether Nvidia, AMD and Broadcom bought: the release calls their interest non-binding, and Meta's final prospectus supplement may say what they were sold.
- Whether the banks buy the extra $3.375 billion of common and 37.5 million depositary shares: their 30-day options, shown in Meta's closing filings on EDGAR.
- The Class C start: Meta's new charter takes effect January 19, 2027, and the board still has to set who receives the Class C dividend and when, in a later Meta filing.
- The program of up to $60 billion: an agreement Meta has not signed, expected after Class C starts trading in the first quarter of 2027, which Meta would file on EDGAR.
- When Meta takes the forward sale cash: settlement dates it picks, on or before November 19, 2027, reported in its later quarterly filings.
How we counted
Meta's value is 2,556,241,253 shares, the Class A and Class B outstanding on October 16, 2026 in its 10-Q, times the October 23 close of $642.62. That is about $1,642.7 billion, with Class B priced like Class A. The plan's 5.8% is $95 billion, the release's $35 billion plus $60 billion, divided by that value. With both 30-day options the plan is $100.25 billion, or 6.1%.
Alphabet's value is 6,660 million Class A and Class B shares times its May 29, 2026 Class A close of $380.34, plus 5,456 million Class C shares times $376.43. That is about $4,587 billion, with share counts from its first quarter 10-Q. Its $80 billion is 1.7% of it, and the upsized $84.75 billion 1.85%.
Votes are Class A shares plus ten times Class B shares, 5,632 million on October 16. Zuckerberg's 1,220,703 Class A and 341,215,148 Class B shares, as of October 1, carry 3,413 million, or 60.6%. Adding $22.5 billion of Class A at $642.62 gives 60.2%; adding the preferred and both options as Class A gives 59.9%.
Buybacks are the yearly repurchases in Meta's 10-K cash flow statements for 2021 to 2025, and the nine months in its 2026 10-Q. The fourth quarter range is $135 billion and $145 billion minus $85.82 billion of spending, including leased equipment, from January to September. Prices come from StockTitan's daily price data, and none of these figures says where any share price goes.
Frequently asked questions
How big is Meta's stock offering?
About $35 billion now, $22.5 billion of common stock and $12.5 billion of mandatory convertible preferred, a preferred stock that must turn into common shares, with options for the banks to buy about $5.25 billion more, by our arithmetic. Meta also plans up to $60 billion of non-voting Class C shares from early 2027, which would bring the plan to up to $95 billion.
Why is Meta selling stock?
Meta says it will pay for its AI data centers with a mix of cash from its business, debt, partnerships and new stock. It expects $135 billion to $145 billion of spending in 2026, and in the third quarter that spending was larger than the cash its business brought in, though over nine months the business still covered it.
When will Meta receive the money from the offering?
The preferred stock's money comes when that sale closes. The common stock's money comes when Meta delivers new shares to the banks, on dates it picks up to November 19, 2027, and the Class C sales would start in 2027.
What is METAM?
METAM is the Nasdaq symbol Meta intends to apply for to list its new depositary shares. Each one is a twentieth of a $1,000 preferred share, pays a dividend set at pricing, and turns into Meta common stock around August 15, 2029.
Is Meta still buying back stock?
Meta bought no shares from January to September 2026, its quarterly report says, though the board's approval to spend another $25.03 billion on buybacks remains in place. It still pays a quarterly dividend of $0.525 a share.
Sources
- Meta: launch of the depositary share and common stock offerings, October 26, 2026 (StockTitan)
- Meta: third quarter 2026 results, October 21, 2026 (StockTitan)
- StockTitan: Meta Q3 2026 earnings
- Nvidia: Meta builds AI infrastructure with NVIDIA, February 17, 2026 (StockTitan)
- AMD and Meta: 6 gigawatt partnership, February 24, 2026 (StockTitan)
- Broadcom: extended partnership with Meta, April 14, 2026 (StockTitan)
- StockTitan: Meta overview
- StockTitan: Meta financials
- StockTitan: stock offerings feed
- StockTitan: share count and dilution basics
- StockTitan stock split calculator
- Meta Form S-3ASR, October 26, 2026
- Meta Form 8-K on Class C stock, October 21, 2026
- Meta information statement (Schedule 14C), October 21, 2026
- Meta Form 10-Q for the quarter ended September 30, 2026
- Meta yearly share repurchases, SEC company facts
- Facebook prospectus, December 20, 2013
- Alphabet equity raise announcement, June 1, 2026
- Alphabet pricing announcement, June 2, 2026
- Alphabet Form 10-Q for the quarter ended June 30, 2026
- Alphabet Form 10-Q for the quarter ended March 31, 2026
The information provided in this article is for educational and informational purposes only. It does not constitute financial advice, investment recommendation, or an endorsement of any particular investment strategy. Past performance does not guarantee future results. Investors should conduct their own research and consult with a qualified financial advisor before making investment decisions.