The Class A common stock is being sold through forward sale agreements with Morgan Stanley and Goldman Sachs that settle on or before Nov. 19, 2027, in either Class A stock or Meta's new nonvoting Class C shares. Each preferred depositary share represents a 1/20th interest in a $1,000 preferred share that converts into common stock around Aug. 15, 2029, and will list on Nasdaq under the ticker METAM. Beyond the $37.5 billion in underwritten offerings, Meta plans a $60 billion at-the-market program for its Class C shares starting in the first quarter of 2027 after the share class takes effect Jan. 19, preserving CEO Mark Zuckerberg's voting control while barring Class A dividends and buybacks unless preferred dividends are paid in full.
The fundraising follows third-quarter results in which an 80% year-over-year surge in capital expenditures to $34.91 billion outpaced $32.79 billion in operating cash flow, pushing free cash flow to negative $2.12 billion for Meta's first negative quarter since its 2012 IPO. Meta narrowed its full-year 2026 capital spending forecast to between $135 billion and $145 billion, up from $130 billion to $145 billion previously, to fund four AI superclusters exceeding 1 GW each, its Muse agent and its broader superintelligence push.