On October 26, 2026, Meta announced an offering of about $35 billion, combining depositary shares representing preferred stock with Class A common stock sold under forward sale agreements. It also disclosed plans to launch an at-the-market (ATM) program of about $60 billion in 2027, under which shares are sold gradually at prevailing market prices. The combined $95 billion plan is notable not only for its size but also for how it splits voting and non-voting shares. Only $22.5 billion, or about 24% of the total, is explicitly planned as voting Class A stock. About 63%, or $60 billion, is planned through newly created non-voting Class C shares.
A $35 billion offering and a $60 billion ATM planned for 2027
According to Meta, the company launched two underwritten offerings at the same time. The first is 250 million depositary shares, each representing one-twentieth of a share of newly created Series A mandatory convertible preferred stock. The preferred stock has a liquidation preference of $1,000 per share, or $50 per depositary share, for a total of $12.5 billion. The second is a $22.5 billion offering of Class A common stock, sold by Morgan Stanley Capital Services and Goldman Sachs, which have entered into forward sale agreements with Meta.
In the Class A offering, Meta does not receive the proceeds at the time of sale. It receives the funds by delivering shares and settling the forward contracts on a date of its choosing, no later than November 19, 2027. The preferred stock, meanwhile, is scheduled to convert automatically into common stock around August 15, 2029, with the number of shares delivered not fixed. The dividend rate and conversion terms will be set when the offering price is determined, so they remain undecided as of the announcement. Conversion will generally be into Class A shares, but into Class C shares if Class C stock has been issued and certain conditions are met.
The $35 billion offering is only part of Meta's planned equity financing. The company also intends to launch an ATM program of about $60 billion after Class C shares begin trading, which is expected to be the first quarter of 2027 at the earliest. However, no agreements for the ATM have been signed, and its timing, size, and specific terms are not final. NVIDIA, AMD, and Broadcom have also indicated they intend to buy up to $5 billion in total in the Class A offering, but this is not a legally binding commitment and the actual amount could change.
Proceeds are expected to be used for general corporate purposes. Behind this is the huge capital spending required to build out AI infrastructure. Meta expects 2026 capital expenditures of $135 billion to $145 billion. Operating cash flow from January to September 2026 was $97 billion, and cash, cash equivalents, and similar assets stood at about $82 billion at the end of September. The company says it will meet future funding needs through a combination of operating cash flow, investment-grade bond issuance, strategic partnerships, and equity financing.
Of the $95 billion plan, only $22.5 billion is explicitly voting stock
The key to understanding this plan is the newly created Class C stock. On October 19, Meta's board resolved to pay a dividend of one Class C share for each Class A and Class B share held by existing shareholders. The related amendment to the certificate of incorporation takes effect on January 19, 2027. Class A shares carry one vote per share and Class B shares carry ten, while Class C shares generally carry no votes.
With this share structure in mind, the character of the plan becomes clearer. Of the $95 billion across the offering and the ATM, the $22.5 billion Class A offering accounts for about 24%. The $60 billion ATM targets non-voting Class C shares and accounts for about 63% of the plan. The remaining $12.5 billion (about 13%) is the depositary shares for the preferred stock, which could convert into either Class A or Class C shares depending on future conditions.
The $95 billion figure is the sum of the $22.5 billion Class A offering, the $12.5 billion in depositary shares, and the $60 billion ATM, and it excludes any additional purchase options granted to the underwriters. The $60 billion ATM is also a plan that is not yet confirmed, so raising the full $95 billion is not guaranteed. The roughly 24% share raised through voting stock therefore reflects the breakdown of the announced plan, not a final rate of voting dilution.
The allocation of votes matters because voting power at Meta is concentrated in founder Mark Zuckerberg. According to an information statement published by the company, as of October 1, 2026, Zuckerberg held about 60.6% of the voting power but only about 13.4% of the economic interest. Selling newly created non-voting Class C shares does not change the voting proportions among existing shareholders. Issuing new Class A shares, by contrast, increases the total number of votes, which can reduce the voting share of existing shareholders, including Zuckerberg.
A useful comparison is the equity offering whose terms Alphabet set in June 2026. Alphabet sold 25,459,689 Class A shares (at $355.1982 per share) and the same number of Class C shares (at $351.8018). It also offered two series of depositary shares tied to 6.25% preferred stock, with 167.5 million shares in each series at $50 per share. Together, these come to a total offering of about $34.75 billion, nearly the same scale as Meta's $35 billion.
Alphabet also plans a $40 billion ATM and a $10 billion private placement with Berkshire Hathaway, bringing total financing to about $84.75 billion. However, Alphabet says it will use the ATM proceeds mainly to change how it meets its tax obligations. Because that differs from Meta's general corporate purposes for its $60 billion, the amounts raised cannot be compared simply.
Assuming an exchange rate of 150 yen to the dollar, Meta's $95 billion comes to about 14 trillion yen. This is a rough conversion to convey scale, not one reflecting actual market rates. The $95 billion equals about 68% of the $140 billion midpoint of Meta's expected 2026 capital spending. If all goes to plan, the company will have secured a way to raise from the equity market an amount comparable to a substantial portion of its annual capital expenditures.
If the preferred converts to Class A, voting dilution grows
The biggest uncertainty in judging that the plan's effect on voting power is limited is what the $12.5 billion of preferred stock converts into. For it to convert into Class C shares, Class C shares must be issued and approved for exchange listing by April 15, 2029. If that condition is not met, the conversion target becomes voting Class A shares. In that case, together with the initial $22.5 billion Class A offering, $35 billion would correspond to voting stock, and even if the $60 billion ATM goes ahead as planned, that would be about 37% of the total. If the ATM comes in below $60 billion, the ratio would be higher still.
The forward sale agreements for the initial $22.5 billion of Class A stock also include a mechanism that can limit the effect on voting power. According to Meta's prospectus, once Class C shares are issued and approved for listing, each forward contract will be split into transactions relating to Class A shares and Class C shares. How many shares will be allocated to each after the split has not been disclosed. Under some conditions, settlement entirely in Class C shares is also possible, so the amount of voting Class A stock actually issued could fall below the original $22.5 billion.
Even so, if the $60 billion ATM goes ahead as planned, about 63% of the overall plan would be non-voting Class C stock. This is only a mechanism to limit the effect on voting power, however, and does not mean existing shareholders' economic interests are protected. Class A and Class C shares generally have equal rights to dividends and distributions, so issuing either type dilutes existing shareholders' economic interests. What Class C shares limit is voting dilution, not economic dilution.
Two upcoming developments will show whether this reading holds. First, whether the Class C ATM, planned for the first quarter of 2027 or later, actually begins and whether the $60 billion scale is maintained. If the start is delayed or the amount is sharply reduced, the plan's reliance on non-voting stock weakens. Second, whether Class C shares are issued and approved for listing by April 15, 2029. If that condition is not met, the $12.5 billion of preferred stock will convert into Class A shares.
If Class C shares are issued and listed and the ATM proceeds as planned, Meta can raise the funds needed for its massive AI infrastructure investment while limiting the effect on the founder's voting control. If the preferred stock also converts into Class C shares, the amount of voting stock issued could be held down further. The near-term points to watch are the January 19, 2027 effective date of the charter amendment, and the issuance and listing of Class C shares and the start of the ATM program from the first quarter of that year.