Meta has drawn interest from Nvidia, AMD, and Broadcom to buy up to $5 billion of its newly issued Class A common stock, according to a securities filing. The filing names the three chipmakers as "Cornerstone Investors" — a designation for buyers whose intention to purchase is disclosed before an offering prices — in a $22.5 billion common stock offering Meta launched Monday, the first leg of a plan to raise as much as $95 billion in aggregate equity to fund its artificial intelligence buildout.

The three suppliers would buy at the same price and terms as other buyers, with their potential allocations totaling as much as $5.0 billion. The interest is non-binding: any of the three may purchase more, fewer, or no shares, and the underwriters may sell them more, fewer, or none. All three rank among Meta's key chip suppliers, so the cornerstone stakes would give the vendors equity exposure to the same AI buildout their chips serve.

The remainder of Monday's roughly $35 billion raise — about $12.5 billion — takes the form of 250 million depositary shares. Each represents a 1/20th interest in one Series A mandatory convertible preferred share, a security built to convert into common stock on a fixed date — expected here on or around August 15, 2029, when the $12.5 billion tranche would become common equity. Meta set the dividend rate at pricing and plans to list the depositary shares on Nasdaq under the symbol METAM. Underwriters hold 30-day options to purchase an additional $3.375 billion of common stock and 37.5 million depositary shares.

Forward sales settle by November 2027

Morgan Stanley and Goldman Sachs are forward purchasers of the common stock, a structure in which shares are priced up front while the issuer decides when to deliver them and collect the cash. Meta will deliver the shares and receive the cash on dates it selects, no later than November 19, 2027, so no proceeds from the sale are expected initially.

The second leg of the equity plan is an at-the-market program of approximately $60 billion in nonvoting Class C shares. At-the-market programs let issuers sell shares into ordinary trading over time at prevailing prices rather than in a single fixed block. It is not expected to begin until the first quarter of 2027, after the C stock commences trading. Meta has not entered into agreements for the program, and the company said its size, timing, and terms have not been resolved.

The Class C structure would grant holders one non-voting share for every Class A or Class B share, allowing CEO Mark Zuckerberg to sell stock while retaining the 60.6% voting control he held as of October 1. Non-voting share classes are a common tool among founder-controlled technology companies for raising or selling equity without diluting control. The plan lands ahead of the November 3 vote on California's Proposition 40 wealth tax.

Spending pressures mount

Meta raised the lower end of its 2026 capital expenditure forecast to $135 billion while retaining the upper end at $145 billion, according to Cryptopolitan. Free cash flow turned negative in the third quarter — a $2.12 billion burn and the first negative reading in more than ten years, Meta's quarterly results showed. The filing also shows Meta has committed roughly $825 billion in future spending, chiefly on data centers and computing power. The equity plan is designed to fund that buildout through share sales rather than additional borrowings.

Cash, cash equivalents, and marketable securities stood at $82.45 billion at the end of September, barely above long-term debt of $80.92 billion. Operating cash flow for the first three quarters of 2026 totaled $97 billion, a nine-month figure that sits below the newly raised low end of the full-year capex outlook. The company said its Aa3/AA- credit ratings allow it to access long-term debt efficiently.

Meta shares fell as much as 4% on Monday before recovering to trade about 1% higher.