NVIDIA puts $3 billion into Meta's $37.5 billion stock sale as the two expand Muse work

NVIDIA said early on October 27 that it will put $3 billion into Meta's new equity offering, and that the two companies will widen their technical work on Meta's Muse models and agents. Hours later, Meta filed its pricing term sheet with the SEC: the common-stock portion grew to $25.0 billion at $625 per share, alongside $12.5 billion of mandatory convertible preferred depositary shares. Together that is roughly $37.5 billion of new equity, priced in one evening, to pay for AI infrastructure.

The two announcements are best read together. One is a chip supplier buying stock in one of its largest customers. The other shows how much outside capital a company with $97 billion of operating cash flow in nine months still wants for compute.

What NVIDIA announced

In its press release, NVIDIA says the companies will work on inference and training performance for Muse, Meta's family of models and its consumer agent. Meta intends to expand its deployment of NVIDIA's Vera Rubin systems and Vera CPUs, plus Spectrum-X Ethernet networking and BlueField-4. The release also says the companies will "consider" further work on NVIDIA's OpenShell reference architecture for safe agent deployment and NVIDIA Sentry for monitoring agent behavior. That is a statement of intent, not a signed product commitment.

The release does not say whether the $3 billion buys common stock or preferred, how many shares it represents, or what ownership stake results. NVIDIA's own forward-looking-statements section refers to "anticipated completion" and "applicable closing conditions," so the investment should be treated as agreed but not yet closed.

NVIDIA describes Muse as having delivered "frontier-level benchmark performance" and "surging consumer downloads." Those are vendor characterizations. The most concrete usage figure comes from Meta itself, which said on October 26 that it onboarded more than 10 million Muse users in the U.S. and Canada in the early weeks after launch.

What Meta filed today

Meta's pricing term sheet, filed with the SEC on October 27, sets the terms of the two offerings it launched the day before:

• Common stock: 40 million Class A shares at $625, for $25.0 billion, up from the $22.5 billion Meta first announced. Underwriters can buy 6 million more shares. Meta's last reported sale price on October 26 was $630.56.
• Forward sale structure: the shares are sold through forward sale agreements with Morgan Stanley and Goldman Sachs, so Meta does not receive the money upfront. It expects about $24.9 billion of net proceeds when the forwards settle, on or before November 19, 2027.
• Mandatory convertible preferred: 250 million depositary shares at $50 each ($12.5 billion), paying a 6.50% annual dividend and converting into stock around August 15, 2029.
• Settlement: both offerings are scheduled to settle on October 29.

The preliminary prospectus adds a detail that puts NVIDIA's number in context. NVIDIA, AMD and Broadcom are named as "Cornerstone Investors" that indicated interest in buying up to $5.0 billion combined of the Class A shares on the same terms as other buyers. The prospectus stresses that those indications were not binding. NVIDIA's $3 billion is the first public statement from one of the three about how much it is actually putting in.

Why Meta is raising equity at all

In its October 26 announcement, Meta said it expects $135 billion to $145 billion of capital expenditures in 2026. It is building four superclusters of more than one gigawatt each and plans to nearly double its total infrastructure capacity this year. It reported about $82 billion in cash and marketable securities at the end of the third quarter and Aa3/AA- credit ratings, and described equity as one more funding source next to cash flow, debt and partnerships.

The same release describes a separate plan for an at-the-market program of about $60 billion once Meta's new Class C common stock begins trading. Meta says it has signed no agreement for that program and that its timing, size and terms are undecided.

Investing.com's report, republished by Yahoo Finance, cites analysts who read the raise as filling a financing gap. Wells Fargo said it "likely fulfills" its expected $60-$80 billion gap for fiscal 2027 and reduces reliance on "an increasingly volatile credit market."

The circular-financing question

NVIDIA buying shares in a customer that has just committed to more NVIDIA hardware is part of a pattern in this cycle. Chip and cloud suppliers have taken equity stakes in the AI companies that buy their products. The arrangement is disclosed, and $3 billion is small next to Meta's capex budget. Still, part of the money flowing into Meta's data centers comes from the company selling it the chips, and investors in both companies will want to see that the demand is real and not just financed by suppliers.

The same is true for AMD and Broadcom. Both are named in the prospectus and both sell silicon to Meta, but neither has publicly said how much it will buy.

What it means for developers

For people building on AI APIs, the direct effect is limited for now. Meta's October 26 release says Muse Wonder, its first frontier model, can support an API, Muse Code and other enterprise services through a planned Meta Enterprise Platform. The NVIDIA deal is about making those models cheaper to train and serve on next-generation hardware. If that work pays off, it is what would let Meta compete on price for inference, but the companies have published no pricing, latency or availability numbers today.

What to watch: whether the offerings settle as scheduled on October 29, what AMD and Broadcom disclose about their own participation, and whether Meta publishes concrete API terms for Muse Wonder.