Meta Platforms now has $43.1 billion of underwritten stock sales in place, the first step in a plan to raise as much as $103.1 billion to help pay for its artificial intelligence buildout.

The two offerings priced Oct. 26 were bigger than first announced. Meta sold $25 billion of Class A common stock at $625 a share, up from the $22.5 billion it announced that morning, and $12.5 billion of preferred stock that will later convert into common shares, according to its pricing announcement and a term sheet filed with the Securities and Exchange Commission. The preferred-stock sale closed Oct. 29. The 40 million common shares were delivered the same day through forward agreements with Morgan Stanley and Goldman Sachs.

Meta won't get the common-stock money right away. Underwriters later exercised in full their option to buy 6 million more shares, and on Nov. 4 Meta entered additional forward agreements on essentially similar terms, bringing the total to 46 million shares. Meta expects to collect about $28.7 billion, based on an initial forward price of about $622.92 a share, when it settles those agreements on or before Nov. 19, 2027.

The preferred stock was sold as 250 million depositary shares at $50 each, paying a 6.50% annual dividend, for about $12.5 billion in net proceeds. Underwriters also exercised in full their option to buy 37.5 million more depositary shares; Meta issued those shares on Nov. 2 and received about $1.87 billion more in net proceeds, according to a later prospectus. Around Aug. 15, 2029, each depositary share converts into 0.0681 to 0.0800 of a Class A share, or 1.3620 to 1.6000 shares for each underlying preferred share, depending on Meta's stock price then. The depositary shares now trade on Nasdaq under the ticker METAM.

Including the option shares, the priced deals total about $43.1 billion at the offering prices, and about $43 billion in net proceeds, counting the preferred cash already received and the common-stock cash Meta expects when the forwards settle.

The biggest piece is still to come. Meta plans to sell up to about $60 billion of a new non-voting Class C stock gradually on the open market, which it doesn't expect to start until the first quarter of 2027, after Class C trading begins. That is how the total reaches $103.1 billion: $43.1 billion of common and preferred stock, including the option shares, plus up to $60 billion from the at-the-market Class C program, none of which has been sold yet. The $103.1 billion is a ceiling, not money in hand.

Meta said it expects $135 billion to $145 billion of capital spending in 2026. It generated $97 billion of operating cash in the first three quarters and held about $82 billion in cash and marketable securities at the end of September, the company said, calling the stock sales a complementary source of capital alongside cash flow and debt. Separately, Meta completed a $15 billion sale of dollar-denominated senior notes on Nov. 5 and priced 9 billion euros of euro-denominated senior notes on Nov. 4 that are expected to settle Nov. 12.

How the money moves in a circle

The most unusual detail is who is buying. Meta said on Oct. 26 that Nvidia, AMD and Broadcom had "severally and not jointly, indicated an interest in purchasing up to an aggregate of $5.0 billion" of the Class A shares, at the same price as other investors. The filing calls the three its "Cornerstone Investors."

All three sell Meta the chips its AI spending pays for. In February, Meta agreed to use millions of Nvidia processors and up to 6 gigawatts of AMD's graphics chips, CNBC reported. The AMD deal also gave Meta a performance-based warrant to buy up to 160 million AMD shares, about 10% of the chipmaker. In April, Meta said it would co-develop multiple generations of its custom AI chips with Broadcom, whose chief executive, Hock Tan, agreed to step down from Meta's board to become an adviser.

Meta's filing stressed that "because these indications of interest are not binding agreements or commitments to purchase," any of the three "may determine to purchase more, fewer, or no shares." Two of them have since committed publicly. "In addition, NVIDIA will invest $3 billion in Meta's equity offering," Nvidia said in an Oct. 26 news release. "In addition, AMD will invest $1 billion in Meta's equity offering," AMD said in an Oct. 27 news release. Neither company said which of the two offerings it would buy into, and Meta's pricing announcement does not mention them. Broadcom has not made a public statement about investing in the offering.

Both companies paired the investments with announcements of deeper work with Meta. Nvidia said Meta intends to expand its use of Nvidia's Vera Rubin systems and Vera processors, and AMD said its Helios server racks are being tested at Meta.

So money flows in a loop. Meta raises cash from investors, including its suppliers, then spends much of it on those suppliers' products.

Class C and Zuckerberg's grip

The $60 billion program depends on a share class that does not trade yet. Meta's board approved the non-voting Class C stock in October and declared a dividend of one Class C share for every Class A and Class B share, which works much like a two-for-one stock split. Meta's new charter takes effect Jan. 19, 2027, and the company has not set a payment date for the dividend. Meta also said it has not signed an agreement for the $60 billion program and that its timing, size and terms have not been determined.

Class C shares carry no votes. That matters because Mark Zuckerberg controls Meta through Class B shares, which carry 10 votes each. Entities whose shares he beneficially owns held about 56.1% of the voting power as of Oct. 20, according to an SEC filing.

That filing says Zuckerberg "made it clear during the course of the negotiations with the Special Committee that he would not support a significant equity financing that would have the effect of reducing his voting power in the Company." Under a separate agreement, he accepted limits on selling most of the Class C shares he will receive.

By Sayer's calculation, the 46 million new Class A shares could trim his voting stake to roughly 55.6% if the forward sales are settled entirely in Class A stock. Meta may be able to settle the forward sales with Class C shares instead, which would leave his vote untouched. The preferred stock is set to convert into Class C shares rather than Class A once that class is issued and other conditions are met. Sales under the $60 billion program would not dilute his vote at all.

Ordinary shareholders would still own a smaller slice of the company. Meta had about 2.56 billion Class A and Class B shares outstanding on Oct. 16, according to its latest quarterly report. At the $625 offering price, the 46 million common shares, up to 23 million shares from the preferred and about 96 million of today's shares for the $60 billion program would add roughly 165 million shares, or about 6.5% more stock, by Sayer's estimate before fees. Sayer's 96 million figure assumes every share in the $60 billion program sells at $625; the actual count will depend on the prices at which Meta sells. The preferred count will likewise depend on Meta's share price when it converts.

How investors took it

Meta shares fell 7% on Oct. 22, the day after the company announced the new share class, Reuters reported. They closed Oct. 26, the day the offerings were priced, at $630.56, down about 1.9% from the previous close of $642.62, according to figures in Meta's offering documents. Meta shares closed at $641.37 on Monday, Nov. 9, above the $625 offering price, according to Yahoo Finance.

"We expect investors to continue to question the financing and potential for future capital raises," William Blair analysts said on Oct. 26, Reuters reported. Ben Wood, an analyst at CCS Insight, told CNBC the raise "reflects the eye-watering levels of investment required to keep up in the AI arms race."

Meta is betting that investors, and its own chip suppliers, will keep paying for growth now, and that a share class without votes will let it keep raising money without loosening Zuckerberg's control.