Meta $97.5B equity plan: Nvidia invests $3B, AMD $1B, Helios racks installed
Meta priced $25.0B of stock and $12.5B of convertible preferred, plans up to $60B more, and its chip suppliers Nvidia and AMD are putting in $3B and $1B.
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Meta is raising money on a scale the technology industry has not seen from a single company's stock sales, and two of its biggest chip suppliers are putting their own cash in. On 26 and 27 October 2026, Meta priced a $25.0 billion Class A stock offering and a $12.5 billion mandatory convertible preferred offering, and said it plans a further stock-sales program of about $60 billion. Nvidia said it will invest $3 billion in the offering and AMD said $1 billion, alongside announcements that Meta will expand Nvidia's Vera Rubin deployment and has started installing AMD's Helios racks.
Key points
- Meta's financing plan totals $97.5 billion: $25.0 billion of Class A common stock and $12.5 billion of 6.50% mandatory convertible preferred stock now, plus a planned at-the-market program of up to $60 billion that cannot start before Q1 2027.
- Nvidia said it will invest $3 billion in Meta's equity offering; AMD said it will invest $1 billion.
- Meta's prospectus names Nvidia, AMD and Broadcom as "Cornerstone Investors" that indicated non-binding interest in up to $5.0 billion of Class A shares in total.
- Meta expects $135 to $145 billion of capital expenditures in 2026, and says it generated $97 billion of operating cash flow in the first three quarters.
- AMD says its first Helios rack-scale systems are installed and being tested at Meta, and Nvidia says Meta will expand its use of Vera Rubin, Vera CPUs, Spectrum-X and BlueField-4.
What happened
On 26 October Meta announced two concurrent underwritten offerings. The first was 250 million Series A depositary shares, each representing a 1/20th interest in a share of newly created mandatory convertible preferred stock. The second was $22.5 billion of Class A common stock sold through forward sale agreements with Morgan Stanley and Goldman Sachs. In a forward sale, the banks borrow and sell the shares up front, and Meta receives its cash later, when it chooses to settle, no later than 19 November 2027. Meta's preliminary prospectus says it does not expect to receive proceeds initially, and the stated use of proceeds is "general corporate purposes".
The next day Meta's pricing term sheet raised the common stock offering to $25.0 billion, made of 40,000,000 shares sold at $625.00 each (46,000,000 if the underwriters take their full option). It puts expected net proceeds at about $24.9 billion, or about $28.7 billion with the option. The preferred shares priced at $50.00 per depositary share, which is the $12.5 billion on 250 million shares, with a dividend of 6.50% a year on the $1,000 liquidation preference per preferred share. Meta's last Nasdaq price before the filing, on 23 October, was $642.62.
Meta's launch announcement describes the whole programme as a financing plan: about $35 billion of underwritten offerings now (about $22.5 billion of stock and about $12.5 billion of preferred, before the increase to $25.0 billion), plus a future at-the-market (ATM) programme of about $60 billion in Class C stock. It says no agreement for the ATM exists yet and that timing, size and terms are undecided. Adding the final $25.0 billion, the $12.5 billion and the $60 billion gives the $97.5 billion total that outlets such as American Bazaar report.
Then the suppliers weighed in. Nvidia's 26 October press release says it "will invest $3 billion in Meta's equity offering" and that Meta intends to expand deployment of Vera Rubin and Vera CPUs, along with Spectrum-X Ethernet networking and BlueField-4. AMD's 27 October release says "AMD will invest $1 billion in Meta's equity offering" and that "initial AMD Helios rackscale solutions are installed and being tested by Meta on the path to a broader deployment in the near future".
Background
Meta's launch announcement says it intends to fund its investments through a "balanced mix" of operating cash flow, investment-grade debt, strategic partnerships and equity capital. The equity part comes with a change to its share structure. Meta's prospectus says that on 21 October it filed an amended certificate of incorporation, effective 19 January 2027, creating a new Class C common stock with no voting rights. On 19 October the board declared a dividend of one Class C share for each outstanding Class A and Class B share, contingent on that effectiveness. Class B shares carry 10 votes each and Class A one vote, so the nonvoting Class C stock gives Meta a currency it can sell at scale without diluting voting control. The ATM programme is designed around it: it is to sell Class C stock, and cannot begin until Class C starts trading.
The scale invites comparison with another AI company heading to the public market. We recently covered Anthropic's S-1 filing last week; that is a first-time listing, while Meta is an established public company funding infrastructure. For another view of the AI hardware boom, see our report on SK Hynix's third-quarter results.
The numbers
Meta's own financing plan breaks down as follows:
The suppliers' stated stakes are small beside that, and small beside Meta's spending:
Against a capital expenditure forecast of $135 to $145 billion for 2026, Meta's pricing sheet describes a company with strong cash generation: $97 billion of operating cash flow in the first three quarters, about $82 billion in cash and marketable securities at the end of Q3, and Aa3/AA- credit ratings. Third-quarter revenue was $64.6 billion, up 26% from a year earlier, with net income of $9.9 billion, and 3.64 billion people used at least one Meta app daily in September. On the AI side, Meta says it onboarded more than 10 million Muse users in the U.S. and Canada in the early weeks, that it owns data centres in 23 U.S. states and is building four superclusters of more than one gigawatt each.
What it means
For Nvidia and AMD, the investment ties two competing suppliers more tightly to one very large customer. AMD's release says Meta is a lead customer for sixth-generation EPYC processors, was an early definition customer for the Instinct MI450, and will deploy a custom Instinct GPU optimised for its workloads. Nvidia's focus is Vera Rubin, Vera CPU and networking. Both announcements are about Muse, Meta's personal AI agent.
For investors, the question is circularity. American Bazaar reports that the commitments added to concerns that chip suppliers are helping finance a major customer's spending on their own products, and quotes William Blair analysts saying they expect investors to keep questioning the financing and possible future raises. The same outlet reports Meta shares fell about 1.4% in morning trading on 27 October. We have not independently verified that move.
For developers, the practical signals are in the software. AMD says it delivered day-0 support for Meta's Muse Spark Open models on Instinct GPUs and for Muse Glimmer on Ryzen AI PCs and Radeon GPUs, and that the companies contributed improvements to PyTorch, Triton and ROCm. That is useful for anyone who wants to run those models on AMD hardware.
What we don't know yet
- How much the suppliers actually buy. The prospectus says the Cornerstone Investors' interest is non-binding and any may buy "more, fewer, or no shares". Nvidia and AMD's releases give $3 billion and $1 billion; final allocations are not public.
- Who the cornerstone investors are. Meta's prospectus names Nvidia, AMD and Broadcom. American Bazaar's account names Micron instead of Broadcom. The filing is the primary document, so we follow it, but the discrepancy is unresolved.
- The ATM terms. Size, timing and pricing of the planned $60 billion programme are undecided.
- Helios deployment size. AMD gives no number of racks or gigawatts, only "installed and being tested" and a "broader deployment in the near future".
- What the money buys. The use of proceeds is "general corporate purposes"; Meta's capex guidance is the closest indication.
What to watch next
- The final prospectus supplement and the closing of both offerings; the common stock was set to settle on 29 October under T+2, according to the term sheet.
- Class C stock's effectiveness on 19 January 2027 and the start of trading, which gates the ATM programme.
- Whether Meta gives rack or gigawatt numbers for Helios and Vera Rubin deployments, for example at its next earnings call.
- Meta's fourth-quarter capex guidance against the $135 to $145 billion range.
Sources
- Meta Platforms, preliminary prospectus supplement (Form 424B5), 26 October 2026 (primary)
- Meta Platforms, issuer free writing prospectus and launch announcement, 26 October 2026
- Meta Platforms, pricing term sheet, 27 October 2026
- NVIDIA: NVIDIA and Meta to Expand Collaboration on Muse, 26 October 2026
- AMD: AMD and Meta Advance Strategic Partnership, 27 October 2026
- American Bazaar: Meta raises AI fundraising plan to $97.5 billion as Nvidia, AMD pledge investments
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