Meta prices $37.5 billion stock offerings as NVIDIA commits $3 billion

Meta Platforms is raising about $37.5 billion through two stock offerings, and NVIDIA says it is taking a $3 billion piece of it.

Meta priced an upsized offering of 40,000,000 Class A shares at $625.00 each, or $25.0 billion, alongside a separate $12.5 billion sale of mandatory convertible preferred stock, according to a pricing term sheet the company filed with the SEC early Tuesday. The common stock price compares with a last reported Nasdaq sale of $630.56 on Oct. 26, the filing shows.

Hours earlier, NVIDIA said in a press release that it "will invest $3 billion in Meta’s equity offering" as the two companies expand their work on Meta’s Muse family of AI models.

How the common stock sale works

The common shares are being sold through forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs & Co. That structure means banks borrow and sell the shares now, while Meta delivers its own shares and collects the cash later. Meta said it does not expect to initially receive proceeds from the common stock sale and expects net proceeds of about $24.9 billion, or about $28.7 billion if underwriters buy an extra 6,000,000 shares, when the forward agreements settle on or before Nov. 19, 2027.

The preliminary prospectus filed Monday sized the common offering at $22.5 billion, so the final deal was raised by $2.5 billion. That document also said NVIDIA, Advanced Micro Devices and Broadcom, described as cornerstone investors, had indicated interest in buying up to $5.0 billion of the shares in aggregate, though those indications were not binding.

The convertible preferred piece

Meta is also selling 250,000,000 depositary shares at $50.00 each. Each represents a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, according to the term sheet. The preferred stock converts automatically into Class A common shares around Aug. 15, 2029, at a rate between 1.3620 and 1.6000 shares per preferred share, depending on Meta’s stock price at that time.

The term sheet puts the initial price at $625.00 and the threshold appreciation price at $734.2144, about a 17.5% premium. Meta expects net proceeds of about $12.5 billion from the preferred sale, or about $14.3 billion if underwriters fully exercise an option to buy 37,500,000 more depositary shares.

Meta said it intends to use the proceeds from both offerings for general corporate purposes. The trades are dated Oct. 27, and settlement is scheduled for Oct. 29.

NVIDIA ties

In its release, NVIDIA said Meta intends to expand its deployment of NVIDIA Vera Rubin systems and Vera CPUs and will deploy Spectrum-X Ethernet networking and BlueField-4. "Muse is how we bring personal superintelligence to everyone," Meta founder and CEO Mark Zuckerberg said in the release.

What to watch

The forward structure lets Meta lock in a price today while deciding when to take the cash over the next year. Investors will want to see how Meta describes its capital spending plans and whether NVIDIA, AMD and Broadcom ultimately took the shares they signaled interest in.

Sources

1. Meta Platforms, Inc., free writing prospectus with pricing term sheets, filed Oct. 27, 2026 (accession 0001193125-26-432549)
2. Meta Platforms, Inc., preliminary prospectus supplement for Class A common stock, filed Oct. 26, 2026 (accession 0001193125-26-431040)
3. Meta Platforms, Inc., preliminary prospectus supplement for depositary shares representing Series A mandatory convertible preferred stock, filed Oct. 26, 2026 (accession 0001193125-26-431043)
4. NVIDIA Corporation, press release "NVIDIA and Meta to Expand Collaboration on Muse and Muse Family of Models Amid Robust Growth," Oct. 27, 2026

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

Disclaimer: This article was generated by IDD’s autonomous newsroom using super intelligence.