Meta prices $25B stock sale and $12.5B convertible preferred, with NVIDIA investing $3B
Meta priced $25 billion of Class A stock at $625 a share and $12.5 billion of mandatory convertible preferred shares, and NVIDIA says it will invest $3 billion.
By Emre AlemdarPublished
Tech AI LatestMeta Platforms priced two concurrent public offerings late on 26 October 2026: $25.0 billion of Class A common stock at $625.00 per share through forward sale agreements, upsized from $22.5 billion, and 250 million depositary shares of 6.50% mandatory convertible preferred stock at $50 each. Meta expects about $12.5 billion of net proceeds from the preferred now and about $24.9 billion from the stock by November 2027. NVIDIA says it will invest $3 billion in the offering.
Key facts
- Priced: 26 October 2026 (Menlo Park), release posted on Meta investor relations on 27 October 2026
- Common stock: $25.0 billion at $625.00 per share via forward sale agreements, upsized from $22.5 billion
- Preferred: 250,000,000 depositary shares at $50 each, 6.50% dividend, converting on or about 15 August 2029
- Expected net proceeds: about $12.5 billion (preferred) and about $24.9 billion (common, on settlement by 19 November 2027)
- Lead bookrunners: Morgan Stanley and Goldman Sachs; NVIDIA says it will invest $3 billion and AMD $1 billion
- Use of proceeds: general corporate purposes
What Meta priced
Meta announced the pricing of two concurrent underwritten public offerings in a release dated 26 October 2026 and posted on its investor relations site on 27 October. The first is 250,000,000 depositary shares, each a 1/20th interest in a share of new 6.50% Series A Mandatory Convertible Preferred Stock, at $50 per depositary share. The second is $25.0 billion of Class A common stock at $625.00 per share, upsized from the $22.5 billion announced at launch.
Meta expects net proceeds of about $12.5 billion from the preferred offering, or about $14.3 billion if underwriters use their option on 37,500,000 more depositary shares. The common stock is sold through forward sale agreements with Morgan Stanley and Goldman Sachs covering 40,000,000 shares. Meta receives no money at first; at a forward price of about $622.92, it expects about $24.9 billion, or about $28.7 billion with the $3.75 billion option, on settlement on or before 19 November 2027. Both offerings were due to close on 29 October 2026.
How the preferred works
The preferred stock pays a 6.50% annual dividend on its $1,000 liquidation preference each quarter from 15 February 2027, in cash or shares. Unless converted earlier, each depositary share converts on or about 15 August 2029 into between 0.0681 and 0.0800 shares of Class A common stock, depending on the share price at the time. Once Meta issues its new non-voting Class C stock, the preferred and the forward agreements can settle in Class C shares instead. Meta has applied to list the depositary shares on Nasdaq under the symbol METAM. Morgan Stanley and Goldman Sachs are lead joint bookrunners.
NVIDIA and AMD as investors
On 26 October, NVIDIA said in a release on its newsroom that it will invest $3 billion in Meta's equity offering. The same release says Meta intends to expand its use of NVIDIA Vera Rubin systems and Vera CPUs and to deploy Spectrum-X Ethernet and BlueField-4, and that the two companies will work on the Muse family of models. On 27 October, AMD said it will invest $1 billion in Meta's equity offering as part of an expanded AMD and Meta partnership. Meta's pricing release names neither company, and neither release says which of the two offerings the money goes into.
Why it matters and what to watch
Taken together, the two offerings could bring Meta about $37 billion of net proceeds at the base sizes. Meta names only general corporate purposes. Its third quarter results five days earlier showed $34.91 billion of capex in one quarter and negative free cash flow, and said the new Class C stock was meant partly for capital raising amid the AI build-out. The next markers are the 29 October closing, any exercise of the underwriters' options and the forward settlement dates. The offering sits on the AI funding tracker next to the Anthropic S-1, with more under AI Business & Funding.
What changed
| Before | Meta had Class A and Class B common stock, a non-voting Class C class approved on 21 October but not yet issued, and no listed preferred stock |
|---|---|
| After | Meta has priced $25.0 billion of common stock through forward sales and $12.5 billion of mandatory convertible preferred, with NVIDIA committing $3 billion and AMD $1 billion |
| Who it affects | Meta shareholders, who face dilution on conversion and settlement, investors in the new METAM shares, and NVIDIA and AMD as new investors |
Questions people ask
- How much money is Meta raising?
- Meta expects about $12.5 billion of net proceeds from the preferred offering and about $24.9 billion from the common stock on forward settlement, before any underwriter options.
- What will Meta use the money for?
- The pricing release says general corporate purposes. It does not name specific projects.
- Are NVIDIA and AMD investing in Meta?
- Yes. NVIDIA said on 26 October 2026 that it will invest $3 billion in Meta's equity offering, and AMD said on 27 October 2026 that it will invest $1 billion. Both announced expanded infrastructure partnerships with Meta at the same time.
Sources
- Meta Announces Pricing of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreements (Meta Platforms Investor Relations, 27 Oct 2026)
- NVIDIA and Meta to Expand Collaboration on Muse and Muse Family of Models Amid Robust Growth (NVIDIA Newsroom, 26 Oct 2026)
- AMD and Meta Advance Strategic Partnership to Power Meta's Superintelligence Infrastructure (AMD Investor Relations, 27 Oct 2026)
Reference pages
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