META$642.62▼ 1.0%Meta's $35 billion stock sale. Its forecasts showed hundreds of billions needed over years
Meta launched about $35 billion of stock sales on Oct. 26 and plans up to about $60 billion more in new no-vote shares. A Meta filing says Zuckerberg would not back a big sale that cut his vote.
KeyVex News··5 min readFact-checked against 7 public recordsKeyVex News··5 min readFact-checked against 7 public recordsMETA$642.62▼ 1.0%Close, Oct. 23. Prices from Tiingo.Follow-upThis story follows our Oct. 23 report, Meta outspent its cash flow for the first time since 2012. Adds the stock sale Meta filed on Oct. 26 and its information statement's account of why the new shares carry no vote.
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- Companies with spare cash often buy back their own shares, so each remaining share owns a bigger slice. Meta did that every year from 2017 through 2025, and its share count shrank.
- In 2026 it bought back none through Sept. 30. Instead, on Oct. 26, it launched sales of new stock.
- New shares do the opposite: each existing share owns a smaller slice. The biggest part of Meta's plan, up to about $60 billion, uses a new class of shares with no vote.
- Meta's filing says Zuckerberg made clear to independent directors he would not support a big sale that cut his vote. On Oct. 1 he held about 60.6% of the vote, 13.4% of economic value.
- Next: Meta's charter creating the no-vote class takes effect Jan. 19, 2027. Meta says the $60 billion program would start once those shares trade; it has signed no agreement.
The sale: Meta Platforms launched about $35 billion of stock offerings on Oct. 26, it said in a release filed with the SEC before the market opened. That is $22.5 billion of common stock and about $12.5 billion of preferred stock, which turns into common stock in 2029.Release It also plans to sell up to about $60 billion more, starting in the first quarter of 2027, in a new class of shares with no vote. Meta says the sales support its continued investment in AI infrastructure.Release
The reversal: For nine years, Meta did the opposite. From 2017 through 2025 it spent $173.97 billion buying back its own stock, by KeyVex's math from its annual reports.XBRL Its average share count fell from about 2.91 billion in early 2018 to 2.52 billion in the third quarter of 2025. It bought back none in the first nine months of this year, and the count rose to 2.55 billion in the third quarter.10-QXBRL
Why it matters: The biggest piece, the up to $60 billion program Meta plans, would be in those no-vote shares, so its buyers would add to their ownership without adding votes.ReleaseProspectus A committee of Meta's independent directors weighed the new class. Meta's information statement, setting out the committee's reasons, says Zuckerberg "made it clear" he would not support a big stock sale that reduced his voting power.Information statement Meta's management told the committee's advisers, the statement says, that forecasts it showed the board in May all had Meta needing to raise "hundreds of billions of dollars" over several years, starting as early as fall 2026.Information statement
Meta's stock and the story's key datesDaily close, April 1 to Oct. 23, 2026 ▲ 10.9%Show chartHide chart
- 1Oct. 20, 2026 Zuckerberg's companies approve non-voting shares. Holders of a majority of the vote approved the new Class C stock by written consent. Close: $694.25.
- 2Oct. 21, 2026 Third-quarter results and the Class C plan, after the close. The finance chief said the new shares could be used to raise capital, with no specific financing plans to announce "at this time." The 10-Q, which the SEC accepted that evening, said Meta expects from time to time to seek capital through debt or equity. Close: $697.52.
- 3Oct. 22, 2026 The next day's close. $648.85, down 7.0%.
- 4Oct. 23, 2026 Last close before the stock sale. $642.62, the price Meta's prospectus uses for its share counts.
View the data (143 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-10-23 | $642.62 | −1.0% |
| 2026-10-22 | $648.85 | −7.0% |
| 2026-10-21 | $697.52 | +0.5% |
| 2026-10-20 | $694.25 | −1.6% |
| 2026-10-19 | $705.44 | −0.5% |
| 2026-10-16 | $709.33 | −3.7% |
| 2026-10-15 | $736.72 | −0.1% |
| 2026-10-14 | $737.54 | −3.3% |
| 2026-10-13 | $762.50 | +2.6% |
| 2026-10-12 | $742.96 | +3.4% |
| 2026-10-09 | $718.67 | −0.3% |
| 2026-10-08 | $720.89 | −0.1% |
| 2026-10-07 | $721.31 | −2.4% |
| 2026-10-06 | $738.88 | −0.4% |
| 2026-10-05 | $741.90 | +1.9% |
| 2026-10-02 | $728.08 | +0.3% |
| 2026-10-01 | $725.93 | +0.1% |
| 2026-09-30 | $725.18 | −1.8% |
| 2026-09-29 | $738.79 | +3.2% |
| 2026-09-28 | $715.62 | −4.8% |
| 2026-09-25 | $751.66 | −3.3% |
| 2026-09-24 | $777.59 | +4.5% |
| 2026-09-23 | $744.10 | +1.0% |
| 2026-09-22 | $736.60 | −0.6% |
| 2026-09-21 | $741.25 | +11.3% |
| 2026-09-18 | $665.75 | −2.4% |
| 2026-09-17 | $682.31 | +1.3% |
| 2026-09-16 | $673.31 | +0.5% |
| 2026-09-15 | $670.24 | +0.7% |
| 2026-09-14 | $665.60 | +2.7% |
| 2026-09-11 | $648.03 | +0.6% |
| 2026-09-10 | $644.38 | −1.4% |
| 2026-09-09 | $653.69 | +6.6% |
| 2026-09-08 | $613.48 | −0.5% |
| 2026-09-04 | $616.77 | +1.0% |
| 2026-09-03 | $610.68 | +3.0% |
| 2026-09-02 | $592.85 | +2.5% |
| 2026-09-01 | $578.54 | +1.1% |
| 2026-08-31 | $572.34 | −1.0% |
| 2026-08-28 | $578.02 | +1.2% |
| 2026-08-27 | $571.10 | −0.9% |
| 2026-08-26 | $576.14 | +1.1% |
| 2026-08-25 | $570.05 | +2.0% |
| 2026-08-24 | $559.02 | +1.7% |
| 2026-08-21 | $549.90 | +0.7% |
| 2026-08-20 | $545.83 | 0.0% |
| 2026-08-19 | $546.03 | +0.4% |
| 2026-08-18 | $543.67 | −4.4% |
| 2026-08-17 | $568.97 | −3.5% |
| 2026-08-14 | $589.85 | −0.9% |
| 2026-08-13 | $594.97 | +2.8% |
| 2026-08-12 | $578.85 | −3.4% |
| 2026-08-11 | $599.12 | +0.7% |
| 2026-08-10 | $594.92 | +0.5% |
| 2026-08-07 | $592.10 | +0.4% |
| 2026-08-06 | $589.90 | +0.2% |
| 2026-08-05 | $588.77 | +0.1% |
| 2026-08-04 | $587.94 | −0.4% |
| 2026-08-03 | $590.24 | +6.0% |
| 2026-07-31 | $556.71 | +3.3% |
| 2026-07-30 | $539.03 | −8.0% |
| 2026-07-29 | $585.61 | −1.3% |
| 2026-07-28 | $593.41 | −0.1% |
| 2026-07-27 | $593.87 | −0.2% |
| 2026-07-24 | $595.19 | −1.8% |
| 2026-07-23 | $606.10 | −3.4% |
| 2026-07-22 | $627.17 | −2.6% |
| 2026-07-21 | $643.81 | −0.3% |
| 2026-07-20 | $645.85 | 0.0% |
| 2026-07-17 | $646.01 | −2.8% |
| 2026-07-16 | $664.54 | −2.5% |
| 2026-07-15 | $681.31 | +3.1% |
| 2026-07-14 | $661.04 | +0.7% |
| 2026-07-13 | $656.73 | −1.9% |
| 2026-07-10 | $669.21 | +6.0% |
| 2026-07-09 | $631.48 | +4.7% |
| 2026-07-08 | $603.12 | −2.0% |
| 2026-07-07 | $615.58 | +2.5% |
| 2026-07-06 | $600.29 | +3.0% |
| 2026-07-02 | $582.90 | −4.9% |
| 2026-07-01 | $612.91 | +8.8% |
| 2026-06-30 | $563.29 | +0.1% |
| 2026-06-29 | $562.60 | +2.2% |
| 2026-06-26 | $550.25 | +1.4% |
| 2026-06-25 | $542.87 | −2.7% |
| 2026-06-24 | $557.67 | −0.8% |
| 2026-06-23 | $562.20 | −0.3% |
| 2026-06-22 | $563.85 | −2.3% |
| 2026-06-18 | $577.22 | +1.7% |
| 2026-06-17 | $567.58 | −5.4% |
| 2026-06-16 | $600.21 | +1.1% |
| 2026-06-15 | $593.48 | +4.7% |
| 2026-06-12 | $566.98 | −0.3% |
| 2026-06-11 | $568.43 | −0.4% |
| 2026-06-10 | $570.98 | −2.3% |
| 2026-06-09 | $584.59 | −0.1% |
| 2026-06-08 | $585.39 | −1.3% |
| 2026-06-05 | $593.00 | −5.5% |
| 2026-06-04 | $627.57 | +0.7% |
| 2026-06-03 | $622.98 | +4.2% |
| 2026-06-02 | $597.63 | −0.5% |
| 2026-06-01 | $600.47 | −5.1% |
| 2026-05-29 | $632.51 | −0.4% |
| 2026-05-28 | $635.29 | 0.0% |
| 2026-05-27 | $635.25 | +3.7% |
| 2026-05-26 | $612.34 | +0.3% |
| 2026-05-22 | $610.26 | +0.5% |
| 2026-05-21 | $607.38 | +0.4% |
| 2026-05-20 | $605.06 | +0.4% |
| 2026-05-19 | $602.61 | −1.4% |
| 2026-05-18 | $611.21 | −0.5% |
| 2026-05-15 | $614.23 | −0.7% |
| 2026-05-14 | $618.43 | +0.3% |
| 2026-05-13 | $616.63 | +2.3% |
| 2026-05-12 | $603.00 | +0.7% |
| 2026-05-11 | $598.86 | −1.8% |
| 2026-05-08 | $609.63 | −1.2% |
| 2026-05-07 | $616.81 | +0.6% |
| 2026-05-06 | $612.88 | +1.3% |
| 2026-05-05 | $604.96 | −0.9% |
| 2026-05-04 | $610.41 | +0.3% |
| 2026-05-01 | $608.75 | −0.5% |
| 2026-04-30 | $611.91 | −8.6% |
| 2026-04-29 | $669.12 | −0.3% |
| 2026-04-28 | $671.34 | −1.1% |
| 2026-04-27 | $678.62 | +0.5% |
| 2026-04-24 | $675.03 | +2.4% |
| 2026-04-23 | $659.15 | −2.3% |
| 2026-04-22 | $674.72 | +0.9% |
| 2026-04-21 | $668.84 | −0.3% |
| 2026-04-20 | $670.91 | −2.6% |
| 2026-04-17 | $688.55 | +1.7% |
| 2026-04-16 | $676.87 | +0.8% |
| 2026-04-15 | $671.58 | +1.4% |
| 2026-04-14 | $662.49 | +4.4% |
| 2026-04-13 | $634.53 | +0.7% |
| 2026-04-10 | $629.86 | +0.2% |
| 2026-04-09 | $628.39 | +2.6% |
| 2026-04-08 | $612.42 | +6.5% |
| 2026-04-07 | $575.05 | +0.4% |
| 2026-04-06 | $573.02 | −0.3% |
| 2026-04-02 | $574.46 | −0.8% |
| 2026-04-01 | $579.23 |
Meta closed at $642.62 on Oct. 23. Source: Tiingo end-of-day closes, as traded, via KeyVex.
Nine years of buying back stock
The biggest year was 2021, at $44.54 billion. Meta spent $26.25 billion in 2025, all of it in the first nine months.XBRL10-Q
View the data
| Year | Stock bought back | Note |
|---|---|---|
| 2017 | $2.0B | $1,976 million |
| 2018 | $13B | $12,879 million |
| 2019 | $4.2B | $4,202 million |
| 2020 | $6.3B | $6,272 million |
| 2021 | $45B | $44,537 million |
| 2022 | $28B | $27,956 million |
| 2023 | $20B | $19,774 million |
| 2024 | $30B | $30,125 million |
| 2025 | $26B | $26,248 million |
| 2026 | $0.0B | None through Sept. 30 |
Source: Meta's 10-K filings via SEC XBRL data; 2026 from its third-quarter 10-Q.
The board's authorization still had $25.03 billion unused at Sept. 30, the 10-Q says.10-Q On Oct. 23, KeyVex reported that Meta's spending on property and equipment topped its cash from operations in the third quarter, the first time since 2012.
What Meta is selling
The common stock is sold through forward agreements with Morgan Stanley and Goldman Sachs. The banks borrow shares and sell them now. Meta delivers new shares and gets the cash later, on dates it picks, on or before Nov. 19, 2027, subject to conditions.Prospectus These are Class A shares, which carry one vote each. Once the no-vote shares exist, Meta may in some cases settle the forward sales with them instead, its release says.Release
At the Oct. 23 close of $642.62, that is about 35 million new shares, the prospectus shows. Meta had 2.21 billion Class A shares at Sept. 30.Prospectus Nvidia, AMD and Broadcom have indicated interest in buying up to $5.0 billion of them, though not as a commitment.Release
The preferred is sold as 250 million depositary shares. Each turns into common stock around Aug. 15, 2029, or, once the non-voting shares exist and other conditions are met, into those. The dividend rate is set at pricing.ProspectusRelease
The $60 billion program, called an at-the-market program, would sell the non-voting shares into the market over time. Meta says it has not signed an agreement for it, and its timing, size and terms "have not been determined."Release Its release says it intends to pay for its investments "through a balanced mix" of cash flow, investment-grade debt, partnerships and stock.Release
What Meta spent on buybacks, and what it now plans to sellShow chartHide chart
View the data
| Meta's stock | $ billions | Note |
|---|---|---|
| Stock bought back (2017 to 2025) | $174B | $173.97 billion, the sum of nine years of 10-K figures (KeyVex's math) |
| Stock offerings launched (Oct. 26, 2026) | $35B | About $22.5 billion of common stock and $12.5 billion of preferred |
| At-the-market program planned (From early 2027) | $60B | Up to about $60 billion of non-voting Class C stock; no agreement signed yet |
Sources: Meta's 10-K filings via SEC XBRL data (buybacks, summed by KeyVex); Meta's Oct. 26 release (offerings and planned program).
Why the new shares have no vote
Zuckerberg held about 60.6% of the vote and 13.4% of Meta's economic value as of Oct. 1, Meta's information statement says. That is the filing Meta made after holders of a majority of the vote approved the new class in writing. Class A shares carry one vote each; Class B shares, where most of his vote sits, carry 10.Information statementProspectus
The committee considered raising money with ordinary voting shares, the information statement says. Zuckerberg, it says, would not support a significant sale that reduced his vote. The committee also weighed borrowing and recognized that debt on that scale could hurt Meta's credit ratings, the statement says.Information statement
On the Oct. 21 earnings call, a Goldman Sachs analyst asked about sources of capital. Finance chief Susan Li said the new shares were created partly for raising capital. "We do not have any specific financing plans to announce at this time," she said.Call
Its 10-Q, which the SEC accepted that evening, said Meta expects "from time to time" to seek capital through debt, equity or other financing.10-Q
The other side
The committee cites the stock's record: the statement notes it rose more than 1,700% since the 2012 IPO, from $38.23 a share to $694.25 on Oct. 20, against about 495% for the S&P 500.Information statement
Class A shareholders did not vote on the new class: the written consent from Zuckerberg's holding companies was the only shareholder approval required, the information statement says.Information statement Lawyers who represent investors have criticized shares like these. Two at Bernstein Litowitz, a firm that represents investors in securities lawsuits, wrote in 2017 that such structures "reduce oversight by, and accountability to, the actual majority owners of the company." They noted Google paid more than $560 million to investors who sued over its own non-voting shares.Harvard forum
The information statement flags a cost of the plan. The non-voting shares will likely trade at some discount to the voting ones, it says, so Meta may need to sell more of them to raise the same money.Information statement
What to watch
Meta's new charter takes effect, creating the non-voting Class C stock. Each Class A and Class B share is set to receive one, on dates the board has not yet set.
Meta plans to start the up to $60 billion program once Class C shares trade. It has not signed an agreement for it.
The last date for Meta to deliver the new shares to the banks and collect the cash for the $22.5 billion of common stock.
The preferred stock is set to convert into common stock, or into Class C shares.
The paper trail
Meta's SEC filings cited here, Oct. 21 through Oct. 26, 2026, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Oct. 21, 2026, 4:10 p.m. | PRE 14C | Meta | Information statement on the non-voting Class C stock: the special committee's reasons and Zuckerberg's stake. |
| Oct. 21, 2026, 8:00 p.m. | 10-Q | Meta | EDGAR filing date Oct. 22. No buybacks this year; $25.03 billion still authorized; capital may come from debt or equity. |
| Oct. 26, 2026, 6:41 a.m. | S-3ASR | Meta | Shelf registration for the new securities. |
| Oct. 26, 2026, 7:46 a.m. | FWP | Meta | The launch release: about $35 billion of offerings and the planned $60 billion program. |
| Oct. 26, 2026, 7:56 a.m. | 424B5 | Meta | Preliminary prospectus for $22.5 billion of Class A common stock through forward sales. |
| Oct. 26, 2026, 8:04 a.m. | 424B5 | Meta | Preliminary prospectus for 250 million depositary shares of mandatory convertible preferred stock. |
Related coverage
Sources
10 sources, 7 of them public records
Public records
- Meta Platforms, Inc., free writing prospectus (launch release), Oct. 26, 2026SEC EDGAR · Oct. 26, 2026
- Meta Platforms, Inc., preliminary prospectus supplement: $22,500,000,000 Class A common stock (Form 424B5)SEC EDGAR · Oct. 26, 2026
- Meta Platforms, Inc., preliminary prospectus supplement: Series A mandatory convertible preferred stock (Form 424B5)SEC EDGAR · Oct. 26, 2026
- Meta Platforms, Inc., automatic shelf registration statement (Form S-3ASR)SEC EDGAR · Oct. 26, 2026
- Meta Platforms, Inc., preliminary information statement (Schedule 14C) on the Class C recapitalizationSEC EDGAR · Oct. 21, 2026
- Meta Platforms, Inc., Form 10-Q for the quarter ended Sept. 30, 2026SEC EDGAR · Oct. 22, 2026
- Meta Platforms, Inc., XBRL company facts: repurchases of common stock and weighted average shares, 2017 to 2026SEC · through Oct. 22, 2026
Rules and references
- "Dual-Class: The Consequences of Depriving Institutional Investors of Corporate Voting Rights" (Blair A. Nicholas and Brandon Marsh, Bernstein Litowitz Berger & Grossmann)Harvard Law School Forum on Corporate Governance · May 17, 2017
Reporting
- Meta (META) Q3 2026 earnings call transcriptThe Motley Fool · Oct. 21, 2026
Data
- End-of-day prices for META, SPY and QQQ (Tiingo)KeyVex · through Oct. 23, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends, through Oct. 23, 2026, the last close before the offerings were launched. Daily moves are close to close. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Meta's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Meta stock page, a selection of congressional trades, insider sales, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Buybacks are Meta's cash payments to repurchase Class A common stock (PaymentsForRepurchaseOfCommonStock) for each calendar year in its 10-K filings, from SEC XBRL company facts: 2017 $1,976 million; 2018 $12,879 million; 2019 $4,202 million; 2020 $6,272 million; 2021 $44,537 million; 2022 $27,956 million; 2023 $19,774 million; 2024 $30,125 million; 2025 $26,248 million. The nine years sum to $173,969 million, KeyVex's math. Meta's 10-Q says its buyback program began in January 2017; the 2015 and 2016 figures in its XBRL data are zero. Average shares are weighted average basic shares: 2,906 million in the first quarter of 2018, 2,517 million in the third quarter of 2025 and 2,552 million in the third quarter of 2026.
- The offering sizes are approximate, as Meta's release states them: about $22.5 billion of Class A common stock (up to $25.875 billion if the underwriters buy additional shares) and about $12.5 billion of preferred, 250,000,000 depositary shares each representing 1/20th of a share with a $1,000 liquidation preference (up to 37,500,000 more). The 35 million new shares are the prospectus's own figures: 2,214,455,318 Class A shares outstanding at Sept. 30, 2026, and 2,249,468,234 after full settlement of the forward sales, at an assumed price of $642.62 and before any Class C shares. Final prices and the preferred dividend rate are set at pricing.
- Zuckerberg's stake is as of Oct. 1, 2026, from Meta's information statement: 1,220,703 Class A shares and 341,215,148 Class B shares, about 60.6% of the voting power and 13.4% of the economic interest. The written consent approving the Class C stock came from his holding companies, with about 56.1% of the vote.
- The header image was generated for KeyVex by an image model. It is an illustration, not a photograph of a real Meta site. This is a reading of Meta's filings, not investment advice.