Meta is raising about $35 billion in stock for AI, with Nvidia and AMD as potential buyers

Meta $META Platforms launched underwritten public offerings on Monday totaling about $35 billion to help fund its AI infrastructure spending, the company said. The offerings consist of about $22.5 billion of Class A common stock and about $12.5 billion of depositary shares representing Series A Mandatory Convertible Preferred Stock.

Nvidia $NVDA, Advanced Micro Devices and Broadcom $AVGO have each indicated interest in buying Class A stock in the offering, for up to $5.0 billion in total, Meta said. The indications are nonbinding. Any of the three could buy more, less or none of the stock, and the underwriters could sell more, less or none to them. The underwriters will receive the same discount on stock sold to the three companies as on other sales.

The Class A offering is tied to forward sale agreements with Morgan Stanley $MS Capital Services and Goldman Sachs $GS & Co. Meta expects no proceeds from the forward purchasers' sale of stock in the offering. It plans to issue Class A stock to the forward purchasers and receive cash on one or more dates on or before Nov. 19, 2027. Meta expects to give the underwriters a 30-day option to buy up to $3.375 billion more Class A stock.

The depositary share offering covers 250 million shares, each representing a 1/20th interest in a share of preferred stock. Unless converted earlier, the preferred stock will convert on or about Aug. 15, 2029, into a variable number of Class A shares. The dividend rate and conversion terms will be set when the offering is priced. Meta intends to apply to list the depositary shares on the Nasdaq $NDAQ Global Select Market under the symbol "METAM" and to use the net proceeds for general corporate purposes. Underwriters of that offering are expected to receive a 30-day option to buy up to 37.5 million more depositary shares.

Meta expects $135 billion to $145 billion in capital expenditures in 2026. It said it intends to fund the spending through operating cash flow, investment-grade debt, strategic partnerships and equity capital. The company generated $97 billion of operating cash flow in the first three quarters of 2026 and held about $82 billion in cash, cash equivalents and marketable securities at the end of the third quarter. Third-quarter revenue reached $64.6 billion, up 26% from a year earlier, and net income was $9.9 billion.

Morgan Stanley & Co. and Goldman Sachs & Co. are lead joint bookrunning managers. Neither offering depends on completion of the other.

Meta launched the concurrent stock offerings as part of a broader financing plan. The plan includes an at-the-market program of up to $60 billion in Class C common stock, which Meta plans to start once that previously announced stock begins trading. The company has no agreement in place for the program, and its size and terms are undetermined. It is not expected to start until the first quarter of 2027, and Meta said there is no assurance it will be established.

Meta also filed a shelf registration statement with the Securities and Exchange Commission on Monday, covering common stock, preferred stock, depositary shares, warrants, purchase contracts and units.