Nvidia to invest $3 billion in Meta stock offering; Meta prices $25 billion at $625

Nvidia (Nasdaq: NVDA) said it will invest $3 billion in the equity offering of Meta Platforms (Nasdaq: META), and Meta priced a $25.0 billion common stock offering at $625.00 a share alongside a convertible preferred offering, according to Nvidia's announcement and a Meta pricing term sheet filed with the Securities and Exchange Commission.

What happened

In a press release dated October 26, Nvidia said it and Meta will expand their partnership on Muse, Meta's family of AI models, to improve inference and training performance. Nvidia said Meta intends to expand its deployment of Nvidia infrastructure, including Vera Rubin and Vera CPUs, and will deploy Nvidia Spectrum-X Ethernet networking and BlueField-4. "In addition, NVIDIA will invest $3 billion in Meta’s equity offering," the release said.

Meta's preliminary prospectus supplement, dated October 26, described a $22.5 billion offering of Class A common stock sold through forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs. It said Nvidia, Advanced Micro Devices and Broadcom, which it called the Cornerstone Investors, had indicated an interest in buying up to an aggregate of $5.0 billion of the shares at the same price and on the same terms as other buyers. The filing said those indications are not binding.

The pricing term sheet shows Meta increased the common stock offering to $25.0 billion, or 40,000,000 shares at $625.00 each, with an option for underwriters to buy 6,000,000 more shares. The last reported Nasdaq sale price on October 26 was $630.56, so the offering price was 0.9% lower (computed).

Meta also priced a concurrent offering of 250,000,000 depositary shares at $50.00 each, which the term sheet says represents $12.5 billion of expected net proceeds. Each depositary share represents a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock.

How the proceeds work

Because the common shares are sold under forward sale agreements, Meta does not expect to receive proceeds initially. The term sheet says Meta expects net proceeds of approximately $24.9 billion, before expenses, when the forward sale agreements settle, which it expects to occur on or before November 19, 2027. The company said it intends to use any such proceeds for general corporate purposes.

For the preferred offering, Meta said it expects net proceeds of approximately $12.5 billion and intends to use them for general corporate purposes. The term sheet sets a dividend of 6.50% of the $1,000 liquidation preference per share each year, payable in cash or, subject to limits, in shares of Class A common stock at the board's discretion. The first dividend payment date is February 15, 2027.

Why it matters

Nvidia sells the chips and networking equipment that Meta says it will deploy, so the investment links a supplier's capital to the customer's financing. Neither company's filing says how much hardware Meta will buy or at what cost, and Nvidia's release does not say which of the two offerings its $3 billion will go into.

The combined size of the two priced offerings is $37.5 billion (computed: $25.0 billion plus $12.5 billion). The Nvidia release describes the collaboration on Muse and the planned infrastructure deployment; it does not link the investment to a specific project.

What to watch

The term sheet gives October 29, 2026 as the settlement date for both offerings. The forward sale agreements may settle at Meta's discretion on or before November 19, 2027, and the preferred stock's first dividend date is February 15, 2027, according to the term sheet. Nvidia said the companies will also consider collaboration on its OpenShell reference architecture for safe agent deployment and on Nvidia Sentry for monitoring agent behavior.