Meta Turns to Equity to Pay for AI Capacity, and Its Chip Suppliers Buy In

On October 26, 2026, Meta Platforms filed with the US Securities and Exchange Commission a financing plan to fund "continued investment in AI infrastructure and personal superintelligence". A pricing term sheet filed on October 27 increased the common-stock part. NVIDIA and AMD announced investments the same day.

What was priced and what is still a plan

The plan has two parts. The first is about $35 billion of underwritten offerings, made up of Class A common stock sold under forward sale agreements and about $12.5 billion of 6.50% mandatory convertible preferred stock in depositary shares. The pricing sheet raised the common offering to $25.0 billion, or 40 million shares. Settlement is due on October 29. Because the common shares are sold through forward agreements with Morgan Stanley and Goldman Sachs, Meta "does not expect to initially receive any proceeds" from them. It can settle the agreements on dates it chooses up to November 19, 2027.

The second part is an at-the-market programme of about $60 billion, to start when Meta's new Class C stock begins trading. The filing says Meta "has not entered into any agreement" for it and gives "no assurance" it will happen. The widely reported $97.5 billion total is therefore a plan, not money raised.

Where the money is meant to go

Meta expects capital expenditure of $135 to $145 billion in 2026. It reports $97 billion of operating cash flow in the first three quarters and about $82 billion of cash and securities. It says it is building four superclusters of more than one gigawatt each and is on track to nearly double its infrastructure capacity this year.

The filing names products, not just buildings. Meta says Muse, its AI agent, onboarded more than 10 million users in the US and Canada in its early weeks, with shopping the leading use. More than 2 million businesses use its Business Agent weekly. Meta also sees "an opportunity to serve high-margin inference demand" through a Meta Enterprise Platform, an API and Muse Code. On cost, it expects gains "through better utilization of off-peak capacity, more efficient models and inference optimization."

Suppliers as shareholders

CNBC reports that NVIDIA will invest $3 billion in the offering and AMD $1 billion. Meta's announcement said NVIDIA, AMD and Broadcom were interested in buying up to $5 billion in shares. According to CNBC, NVIDIA said Meta would expand its Vera Rubin and Vera CPU deployment and that the two would deepen their partnership on Muse. AMD said its Helios racks run at Meta and its EPYC processors power Muse.

What remains uncertain. The ATM may not happen, or may be smaller. The NVIDIA and AMD amounts come from their statements as reported by CNBC, not from the SEC filings, and the terms of the related hardware expansion are not public. Meta's user figures cover early weeks and are self-reported.

Analysis: When chip suppliers buy equity in a customer that is raising money to buy chips, some of the money goes round in a circle. That does not make the demand fake, but it makes headline capex a weaker signal of end-user demand. The more useful signal for builders is in the filing's own words: Meta plans to earn a return by selling inference, using off-peak capacity and more efficient models. Expect more aggressive API pricing and more off-peak batch offers from operators with idle capacity. Check whether any discount depends on capacity that the operator needs back when its own products peak.

Sources and evidence

Meta's October 26 SEC filings set out about $97.5 billion of new equity: $25.0 billion of forward-settled common stock and $12.5 billion of mandatory convertible preferred were priced, and a $60 billion at-the-market programme is not yet established. NVIDIA ($3 billion) and AMD ($1 billion) said they will invest, per CNBC. Meta says it will earn a return by selling inference, through Muse, its API and off-peak capacity.