Meta launched a capital-raising plan on Monday that could reach $95 billion, the largest equity raise on record, according to Reuters. The statement went out at 6:58 a.m. New York time. About $35 billion starts now; another $60 billion will not begin before the first quarter of 2027.
The total tops the $84.75 billion Alphabet announced in June.
For years, Mark Zuckerberg’s ritual gesture toward shareholders was the opposite one: give money back. Through 2025, Meta bought back its own shares at a pace of tens of billions of dollars a year, the classic sign of a company that generates more cash than it can spend. To a certain capitalist cast of mind, that is a flaw. It means having no conviction about how to put those resources to work beyond business as usual.
Now the gesture has been reversed. This is not a normal capital increase. It is the moment when the AI race stops funding itself. And the fact that Meta’s own chip suppliers have lined up among the buyers says a great deal about the kind of economy we are building.
How the $95 billion deal is structured
The headline number contains a bit of everything. The portion that starts immediately is worth about $35 billion, split into two offerings underwritten by a syndicate led by Morgan Stanley and Goldman Sachs.
The first is a $12.5 billion issue of mandatory convertible preferred stock: 250 million “depositary shares” that will convert automatically into common stock in August 2029, listed on the Nasdaq under the ticker METAM. It is the only component that brings fresh money into Meta’s coffers right away.
The second is a $22.5 billion offering of Class A shares tied to forward sale agreements, the so-called “forwards.” The banks sell the shares on the market today, but Meta collects the cash only when it decides to settle the contracts, by November 19, 2027, at the price set now. The company locks in today’s price and takes the money when it needs it.
The remaining $60 billion is an “at the market” program: share sales directly on the market, in small doses and over time, starting no earlier than the first quarter of 2027. The statement says the agreement with the intermediary does not yet exist. With the over-allotment options granted to the banks, the immediate tranche could rise to roughly $40 billion.
The detail that matters: the non-voting shares
Those future $60 billion will not be just any shares. They will be Class C shares, the new category created on October 21 alongside the quarterly results: the same economic rights as Class A, no voting rights. The preferred shares and the forward contracts may also be settled in Class C stock under certain conditions.
The reason is no mystery. Filings with the SEC show Zuckerberg controls roughly 60.6% of the votes with 13.4% of the economic capital. Every voting common share issued would erode that majority. Class C shares solve the problem at the root. Shareholders put up the money, the founder keeps control. It is the updated version of an old Silicon Valley rule, which here becomes explicit: others bring the capital, the decisions stay with one man.
Why Meta needs all this money
The answer sits in the October 21 quarterly report. Revenue grew 26%, to $64.6 billion, but capital expenditure for the quarter reached nearly $35 billion, more than operating cash flow. Free cash flow came in at negative $2.12 billion, the first shortfall in more than ten years, according to Reuters.
For 2026, Meta expects investments of between $135 billion and $145 billion. In the documents accompanying the creation of the Class C shares, it warned that its long-term plans will require raising “hundreds of billions of dollars” over several years.
The market understood before the statement came out. On Thursday, October 22, the day after the results, the stock lost nearly 7%. Over the twenty trading sessions before the announcement it shed almost 14%, falling from about $709 on the eve of the results to less than $645. On Monday, October 26, 2026, with the offering launched, it traded down about 1% in pre-market before edging slightly higher in the first hours of the session.
Has the debt window closed?
Meta’s decision to seek money on the stock market, after Alphabet did the same, points to one conclusion: the debt window for the AI sector is closing or has already closed, and Zuckerberg has little choice but to knock on shareholders’ doors.
Meta still holds an Aa3/AA- rating, about $82 billion in cash and securities, and operating cash flow of $97 billion in the first nine months of the year. It can still borrow, and it already has. In October 2025 it placed a record $30 billion bond, and with the Blue Owl fund it built an off-balance-sheet vehicle to finance the Hyperion data center in Louisiana. But a new debt issue might not be fully subscribed, or might require rates higher than the rating would suggest. That is a risk the company appears to have decided to avoid for now.
There is a purely financial consideration too. Rates are rising and borrowing costs more in any case. With the 30-year Treasury above 5.2% and Meta’s long-term debt up to roughly $81 billion, practically equal to its liquidity, issuing more bonds means loading interest costs onto a company that is currently burning cash. Markit data cited by Reuters show that on October 22 five-year credit default swaps on Meta, the cost of insuring against a default by the company, hit an all-time high.
The role of the chip suppliers: the snake eating its own tail
Then comes the part that deserves to be read twice. Nvidia, AMD and Broadcom have each expressed interest in buying, separately, up to $5 billion of Meta shares in total, at the same price as other investors. The statement is cautious: these are “indications of interest,” not binding commitments.
That would be nothing but good news were it not for one fact. These companies are also the three main suppliers of Meta’s AI infrastructure. Nvidia sells it millions of GPUs. Broadcom designs custom chips with it. AMD signed an agreement in February to supply up to 6 gigawatts of computing capacity and, as shown in the filing submitted to the SEC, granted Meta warrants on 160 million AMD shares at one cent each, tied to chip purchases.
Now the chain closes: AMD gives Meta the chance to become its shareholder if it buys its chips, and then buys Meta shares to help it pay for them.
It is the ouroboros, the snake eating its own tail, an ancient symbol of a cycle that feeds itself. Money leaves Meta and goes to the suppliers as orders, then comes back from those suppliers to Meta as capital. Every step produces accounting revenue for someone. The underlying question goes unanswered: where is the end customer who pays for all this?
What changes for investors
The structure is clever, for Meta. It avoids exposure to current interest rates and possible embarrassments. The forwards lock in today’s price at no immediate cost, the convertible preferred shares postpone dilution to 2029, and the “at the market” program allows selling only when the stock price allows. The advertising machine is working, with fourth-quarter revenue guidance of between $73 billion and $76 billion, and analyst consensus remains, for now, largely positive.
If the AI investments deliver the returns Zuckerberg has promised, those diluted today by a few percentage points may not even notice. And if, a few months from now, they don’t?
The script is familiar. Back in April, writing about the $145 billion burned on AI with no answer on returns, I described a second “metaverse moment.” Six months on, the question is still open, and the bill has passed from Meta’s balance sheet to shareholders’ portfolios, which pay without voting. Through index funds tracking the Nasdaq and the S&P 500, those portfolios are partly ours.
The cycle that opened on Monday is not just about Meta. Alphabet has already gone down this road and others will follow. When the richest giants in the history of capitalism stop buying back their own shares and start selling them, the market is signaling something no press release will say out loud. Investors would do well to listen before the snake finishes off its tail.
Editor’s note
This article was originally published in Italian on money.it by Dimitri Stagnitto on October 26, 2026 as «Meta chiede 95 miliardi agli azionisti per l’AI, Zuckerberg di nuovo all’all in dopo il fallimento metaverso?». It has been translated and adapted for an international audience by the Money.it International desk.
