Meta Is Selling Up to $95 Billion in Stock to Pay for AI, Most of It in Shares That Can't Outvote Zuckerberg

Meta, one of the biggest cash machines in the world, is asking shareholders for money. On Monday it launched roughly $35 billion in stock offerings and lined up about $60 billion more, a plan worth up to $95 billion in total. It is the first time Meta has sold new stock since 2013.

The reason is AI. And most of the money will come from shares that carry no vote, so the raise does not dilute Mark Zuckerberg's control.

How the deal works

The first piece is $22.5 billion of Class A common stock sold through forward sale agreements. Meta delivers the shares and collects the money later, by November 19, 2027 at the latest, so that part brings in no cash up front. The second is about $12.5 billion of mandatory convertible preferred stock that pays a dividend, set at pricing, and converts to common stock around August 15, 2029, TNW reports.

Morgan Stanley and Goldman Sachs are running both, and the banks can buy up to $3.375 billion more common and 37.5 million more preferred shares within 30 days. Meta says the money is for general corporate purposes.

Some of the buyers are its own suppliers. Nvidia, AMD and Broadcom, three of Meta's main chip vendors, have together indicated interest in up to $5 billion of the common stock, though nothing is binding.

The nonvoting piece

The bigger slice is still to come. Meta plans to sell about $60 billion of nonvoting Class C shares on the open market from early 2027, with no agreement signed yet. Meta's board only created that share class last week, in the same stretch that Zuckerberg threatened to leave California over a billionaire tax. Semafor reads the structure as a way for Zuckerberg to raise cash without diluting his control stake, and to help cover his tax bill.

When cash flow is not enough

Meta expects $135 billion to $145 billion of capital spending this year, mostly on data centers and chips. Its free cash flow turned negative in the third quarter. It still generated $97 billion of operating cash in the first nine months and held about $82 billion in cash and securities at the end of September, and its deals with CoreWeave are now worth $35 billion in total.

Those are huge numbers, and they are still not enough. Meta's raise tops the stock sales Google ($85 billion) and Oracle ($25 billion) announced this year. Hyperscalers are expected to spend $800 billion on AI this year and more than $1 trillion next year. Semafor's read is that even the biggest cash cows can no longer carry that alone, borrowing can no longer fill the gap, and credit investors are scared while stockholders stay sanguine.

Stockholders were briefly less calm on Monday. Meta shares fell as much as 4 percent during the session before recovering to trade about 1 percent higher. They are being asked to fund the AI buildout, and for most of the new shares, they get no extra say in how it is spent.

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