Meta Platforms, Inc. (NASDAQ: META) priced two concurrent underwritten equity offerings on October 26, 2026, together totaling approximately $37.5Bn. The larger tranche is $25.0Bn of Class A common stock at $625.00 per share, offered in connection with forward sale agreements, and the second is $12.5Bn of depositary shares representing 6.5% Series A Mandatory Convertible Preferred Stock. Both offerings were expected to close on October 29, 2026. Meta has also described a planned at-the-market program of up to $60.0Bn of Class C common stock, which with the priced tranches accounts for the roughly $97.5Bn total now being reported.

The competing figures in circulation mostly describe different things. The $25.0Bn refers only to the common tranche, upsized from the approximately $22.5Bn announced at launch, and $37.5Bn is what Meta priced across both offerings. The $97.5Bn is the announced plan, which adds the ATM program. Figures near $250.0Bn appear to derive from the 250,000,000 depositary shares on offer rather than any dollar amount, and they should probably be set aside.

Offering Overview

The common stock tranche consists of 40,000,000 shares priced at $625.00, with a 30-day option for an additional 6,000,000 shares that would take the gross size to approximately $28.75Bn. Because the shares are being sold under forward sale agreements, Meta does not expect to receive proceeds at closing. It instead expects net proceeds before expenses of approximately $24.9Bn on settlement, or approximately $28.7Bn if that option is exercised in full. Settlement may occur at Meta’s discretion on or prior to November 19, 2027, at an initial forward sale price of $622.91875 per share.

The preferred tranche comprises 250,000,000 depositary shares at $50 each, each representing a 1/20th interest in a preferred share with a $1,000 liquidation preference. Dividends accrue at 6.5% per year, payable quarterly from February 15, 2027 to August 15, 2029. Unless converted earlier, each preferred share converts automatically on or about August 15, 2029 into between 1.3620 and 1.6000 Class A shares. That range sets an initial price equal to the $625.00 offering price and a threshold appreciation price approximately 17.5% above it. A 30-day option on up to 37,500,000 additional depositary shares would lift the tranche toward approximately $14.3Bn.

Use of Proceeds and Strategic Rationale

Meta states that it intends to use the net proceeds of both offerings for general corporate purposes, a deliberately broad formulation. The context the company supplies is more specific: the offerings support its continued investment in AI infrastructure and personal superintelligence, and the company expects $135.0Bn to $145.0Bn of capital expenditures in 2026. Meta has said it intends to fund those investments through a balanced mix of operating cash flow, investment-grade debt, strategic partnerships and equity capital. It reported $97.0Bn of operating cash flow in the first three quarters of 2026, and approximately $82.0Bn of cash and marketable securities at the end of the third quarter.

The scale of the buildout helps explain why equity appears in the mix at all. Meta 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 infrastructure capacity in 2026. Against roughly $82.0Bn of liquidity and a capital program approaching $145.0Bn, internal cash generation alone would likely leave a gap. Meta has noted that its Aa3/AA- ratings allow it to raise long-term debt efficiently, and it frames the equity offerings as a complement to debt rather than a substitute.

Market Context

Two features of the structure stand out. The mandatory convertible preferred carries a cash coupon, tends to receive favorable treatment from rating agencies and defers common share issuance to 2029 while capping the conversion benefit at roughly 17.5% of appreciation. The forward sale fixes pricing now but leaves Meta able to choose when it takes the cash and issues the shares. Together, the tranches appear designed to secure a very large amount of equity at today’s levels, while pushing most of the dilution and the cash receipt into later periods.

Meta disclosed one feature of the order book itself. NVIDIA Corporation, Advanced Micro Devices, Inc. and Broadcom Inc. each indicated an interest in buying up to $5.0Bn of Class A common stock on the same terms as other purchasers. Meta noted that those indications are not binding. The upsizing of the common tranche to $25.0Bn is the clearest primary evidence that the book was well covered, and press reports have described the offering as substantially oversubscribed, although Meta has not quantified demand. Participation by three of Meta’s principal silicon suppliers points to how closely the AI hardware and infrastructure complexes are now financially linked.

Broader Implications for Capital Markets

The closest comparator is Alphabet’s raise priced in early June 2026 at $84.75Bn, combining roughly $18.0Bn of common stock, $16.75Bn of mandatory convertible preferred, a $10.0Bn private placement and a $40.0Bn ATM program. Meta’s architecture follows much the same template, with a smaller priced size and a larger ATM component. That two of the largest U.S. technology issuers arrived within five months with near-identical structures suggests that a standard financing format for AI capital expenditure is probably taking shape.

The share class mechanics matter here too. Meta filed an amended and restated certificate of incorporation on October 21, 2026 establishing a non-voting Class C common stock effective January 19, 2027, and the board declared a one-for-one Class C dividend. The planned ATM program would sell Class C stock, and the forward sale agreements may in certain circumstances be settled in Class C stock, which would let Meta raise substantial equity over time without diluting voting control. On the prospectus figures, the 40,000,000 common shares equal approximately 1.8% of the Class A shares outstanding before the offering. The preferred would add up to 20,000,000 shares on conversion, so headline dilution appears likely to stay under roughly 3.0% of that count.

Conclusion

Meta’s $37.5Bn of priced equity sits inside an announced plan of approximately $97.5Bn, and the structure probably matters more than the single pricing event. The combination of a forward sale, a mandatory convertible and a prospective non-voting ATM program lets a highly rated issuer add equity at a scale debt markets would likely absorb less comfortably. It also leaves Meta in control of the timing of the cash and the dilution. For companies weighing programs of this magnitude, the available precedent is a multi-instrument format used twice in five months by two of the market’s largest issuers. For advisors, the implication is that AI infrastructure spending has outgrown what balance sheets and bond markets are being asked to carry alone, and equity has become a standing part of the answer.

About DelMorgan & Co. (www.delmorganco.com)

With over $300 billion of successful transactions in over 80 countries, DelMorgan’s Investment Banking professionals have worked on some of the most challenging, most rewarding and highest profile transactions in the U.S. and around the globe. DelMorgan specializes in capital raising and M&A advisor services for companies across all industries and is recognized as one of the leading investment banking practices in California and globally.

Learn more about DelMorgan’s Capabilities, Transactions, and why DelMorgan is ranked as the #1 Investment Bank in Los Angeles and #2 in California by Axial.