• Meta's free writing prospectus, dated Oct. 26, 2026, describes about $22.5 billion of Class A common stock and about $12.5 billion of depositary shares tied to mandatory convertible preferred stock.
• Underwriters hold 30-day options: up to 37,500,000 additional depositary shares and up to an additional $3.375 billion of Class A stock.
• The Class A offering is paired with forward sale agreements, so Meta does not expect initial proceeds; cash arrives on settlement, on or before Nov. 19, 2027.
• The roughly $60 billion at-the-market program is not yet agreed: Meta says timing, size and terms are undetermined and it cannot assure the program will be established.
• The filing cites $97 billion of operating cash flow in the first three quarters of 2026, so the equity raise sits alongside strong internal cash generation.

Meta Platforms announced on Monday, Oct. 26, 2026 that it plans to raise $95 billion to support its AI efforts, according to PYMNTS. Meta's free writing prospectus filed with the SEC the same day shows the headline blends two very different things: $35 billion of underwritten offerings that are being marketed now, and a roughly $60 billion at-the-market program that has no agreement behind it yet.

The $35 billion is two instruments

The underwritten tranche is not one security. Per the filing, it combines about $22.5 billion of Class A common stock offered with forward sale agreements and about $12.5 billion of depositary shares, 250,000,000 in total, each representing a 1/20th interest in Series A mandatory convertible preferred stock. Underwriters hold 30-day options on up to 37,500,000 more depositary shares and up to an additional $3.375 billion of Class A stock.

Forward sales delay when the cash arrives

The Class A piece is structured so that Meta does not expect to receive initial proceeds. The filing says Meta expects forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC covering $22.5 billion of shares, with settlement dates on or before Nov. 19, 2027. Meta intends to use proceeds from future settlements for general corporate purposes. The cash is therefore spread over time, and the share count rises only as agreements settle.

The $60 billion program is not yet agreed

The roughly $60 billion at-the-market program should be read as intent, not committed capital. The filing states Meta has not entered into any agreement for it, that timing, size and terms are undetermined, and that Meta cannot assure it will be established. It depends on Class C common stock beginning to trade, is not expected to start until the first quarter of 2027, and is not conditioned on the underwritten offerings.

Equity alongside strong operating cash flow

Meta is raising equity while generating large internal cash. The filing cites $97 billion of operating cash flow in the first three quarters of 2026. The filing excerpt reviewed names general corporate purposes rather than itemized projects, and PYMNTS frames the raise as AI-related. Any link between specific AI spending and these proceeds is therefore unconfirmed, and this analysis does not assume one.

What to watch next

For investors and counterparties, the first data points are the pricing of the Class A and depositary share offerings, the dividend terms of the convertible preferred, and whether the underwriters' options are exercised. The next is whether Meta actually establishes the at-the-market program once Class C stock trades. Until it does, the realistic near-term figure is $35 billion, with dilution from the remainder still a possibility rather than a fact.