Meta has wrapped up the first phase of its Meta $37.5B Financing just a day after announcing it, pricing $25 billion of common stock and $12.5 billion of mandatory convertible preferred stock to fund its AI buildout. The company disclosed the pricing in a news release and related SEC filing early Tuesday, and both offerings were expected to close on October 29, 2026, according to Barron’s.

The pricing follows Meta’s announcement on October 26 of a financing program that could total up to $95 billion, as GPTOnline reported. Demand for the first leg was strong: Bloomberg reported the common stock sale was about five times oversubscribed, with more than half the shares going to long-only funds and existing investors.

The Deal Structure

Meta priced $25 billion of Class A common stock at $625 a share, upsized from the $22.5 billion announced the previous morning, selling 40 million shares through forward sale agreements with Morgan Stanley and Goldman Sachs. Under those agreements Meta receives the proceeds, about $622.92 per share before expenses, when it settles, which it can do on dates of its choosing as late as November 19, 2027. The $625 price was about 0.9 percent below Monday’s $630.56 close, a typical discount for an equity financing of this size.

Alongside the common stock, Meta priced 250 million depositary shares at $50 each, about $12.5 billion, each representing a 1/20th interest in a share of new 6.50% Series A mandatory convertible preferred stock that automatically converts into common stock in August 2029. Investors receive a fixed quarterly dividend starting February 2027, and the depositary shares are expected to list on Nasdaq under the ticker METAM. Underwriters also hold options to buy about $5.6 billion more.

Fact card: the $37.5 billion first phase of Meta's equity financing

Image: GPTOnline

Cornerstone Investors

When Meta announced the plan on Monday, it named Nvidia, Advanced Micro Devices, and Broadcom as cornerstone investors interested in buying a total of $5 billion of stock. Nvidia confirmed it had purchased $3 billion of shares as part of an expanded partnership that also covers Meta’s Muse AI models, the Vera Rubin platform, and AI networking gear, as GPTOnline reported. AMD followed with a $1 billion commitment, highlighting milestones in its partnership with Meta, including initial AMD Helios rack-scale systems installed and under test, according to Data Center Knowledge.

What Comes Next

The $37.5 billion is only the first leg. Meta plans a separate at-the-market program of up to $60 billion in non-voting Class C common shares, sold gradually through an underwriting group once the new Class C shares begin trading, which is not expected before the first quarter of 2027. Meta has signed no agreement for that program yet, and says timing, size, and terms are still open. At priced terms, the full program could reach about $97.5 billion, topping Alphabet’s $85 billion financing unveiled in June and making it the largest equity raise Meta has ever attempted.

Fact card: what comes next in Meta's equity financing program

Image: GPTOnline

Why It Matters

Meta stock has fallen about 10 percent since the company reported third-quarter earnings and announced the Class C shares, which quickly prompted speculation about an equity raise. With the first phase priced, analysts see room for a relief rally, though the dilution question remains: the whole point of the non-voting Class C structure is to raise tens of billions without touching Mark Zuckerberg’s control of the company.

The financing underscores the scale of the AI infrastructure race. Meta expects capital expenditure of $135 billion to $145 billion in 2026 alone, driven by servers, network infrastructure, and data centers such as its Prometheus site in Ohio. The company is now raising money on terms designed to arrive without adding a single vote, and the first names on the cornerstone list are the chip suppliers Meta pays.

Sources