Meta sells $35B in stock to pay for its AI buildout

Meta brought in $97 billion of operating cash in nine months. It is still selling stock to pay for AI.

Meta launched two offerings on Oct. 26 worth about $35 billion, according to its filing with the SEC, and said it plans an at-the-market stock program of about $60 billion starting no earlier than the first quarter of 2027. Nvidia, AMD and Broadcom have indicated interest in buying up to $5 billion of the shares.

The number that explains it is Meta's expected capital spending for 2026:

$135 billion to $145 billion.

Meta's filing lays out two deals and a plan

The first deal is $22.5 billion of Class A common stock sold through forward sale agreements with Morgan Stanley and Goldman Sachs, which can settle on dates Meta picks through Nov. 19, 2027. The second is 250 million depositary shares in mandatory convertible preferred stock, about $12.5 billion, which convert to common stock on or about Aug. 15, 2029.

Underwriters have options for more: up to 37.5 million extra depositary shares and $3.375 billion of extra Class A stock.

The roughly $60 billion at-the-market program would sell a new Class C stock, set up under a charter amendment Meta filed on Oct. 21. Meta says it has signed no agreement for the program yet and gives "no assurance" it will happen.

Nvidia, AMD and Broadcom's indications are non-binding. Each can buy more, fewer or none.

The buildout outran the cash

The filing puts Meta's operating cash flow at $97 billion for the first three quarters of 2026, with about $82 billion in cash and marketable securities at the end of September. It lists equity alongside operating cash, investment-grade debt and partnerships as ways it is paying for capital spending.

Meta also says it owns data centers in 23 U.S. states, is building four superclusters of more than one gigawatt each, and is on track to nearly double its total infrastructure capacity in 2026.

Even a company with Meta's cash flow is turning to shareholders to keep up with its own compute plan.

And notice who wants in. Three chipmakers are offering to buy stock in a company spending this much on chips. That circle holds only while demand for AI keeps growing.

What it means if you buy AI rather than build it

For you, the near-term effect is more capacity being built, and more capacity is good for anyone renting it. Meta is not alone: Anthropic's S-1, filed the same day, describes take-or-pay compute deals of its own.

The longer-term risk is the circle. If AI revenue across the industry stops growing fast enough to cover this spending, the companies selling you tokens will feel it first in their stock price and then in their pricing.

Meta's own numbers show it has users to sell to. The filing reports 3.64 billion daily users across its apps as of September 2026, more than 10 million users of Muse in the U.S. and Canada in its early weeks, and more than 2 million businesses using its Business Agent each week.

Watch the pricing, then the program

The next date is pricing, when Meta sets the dividend rate and conversion terms on the preferred and the price of the common shares. After that, watch whether the $60 billion program is ever signed in 2027.

If it is, the compute race has its new financing model.