Here is what META is selling:

$22.5 billion of Class A common stock, sold through forward sale agreements with Morgan Stanley and Goldman (plus a $3.375 billion greenshoe). Meta gets no cash up front, and can settle any time on or before November 19, 2027, in Class A or the new non-voting Class C shares.

$12.5 billion of mandatory convertible preferred: 250 million depositary shares, each a 1/20th interest in a $1,000 preferred share, converting into common around August 15, 2029 and listing under "METAM" (with another 37.5 million depositary shares in the greenshoe).

A $60 billion "at-the-market" program of non-voting Class C shares, to start in Q1 2027 once the Class C stock begins trading (the new share class becomes effective January 19).

Then there is the cherry on top: Nvidia, AMD and Broadcom, three of Meta's biggest chip suppliers, "indicated an interest" in buying up to $5 billion of the common stock at the offering price. That indication is non-binding, as the prospectus is careful to note: any of them "may determine to purchase more, fewer, or no shares."

At Friday's $642.62 close, the $22.5 billion forward alone is about 35 million new shares (the prospectus has Class A outstanding rising from 2.214 billion to 2.249 billion). Do the whole $95 billion at that price and it comes to nearly 150 million shares, or roughly 6.7% of the Class A count (approximate, before greenshoes, and the converts' share count depends on the price in 2029). And for the company that spent well over $100 billion buying back its own stock between 2021 and 2024, the converts come with a twist: per the prospectus, unless the preferred dividends are paid in full, "no dividends may be declared or paid on our Class A Common Stock... and we may not repurchase our Class A Common Stock." Buybacks, meet dilution.