MENLO PARK – October 27, 2026 -- Meta Platforms raised the size of its Class A common stock offering to $25.0 billion from $22.5 billion and priced a parallel offering of 6.50% mandatory convertible preferred stock expected to net about $12.5 billion.
Meta sells 250 million depositary shares at $50 each
The depositary shares each represent a 1/20th interest in a share of newly issued 6.50% Series A Mandatory Convertible Preferred Stock. Underwriters hold a 30-day option on up to 37,500,000 additional depositary shares, which would lift net proceeds to about $14.3 billion. Meta plans to use the money for general corporate purposes.
The preferred stock carries a $1,000 liquidation preference per share. Dividends accumulate at 6.50% annually and are payable on February 15, May 15, August 15 and November 15, starting February 15, 2027. Meta can pay them in cash, in Class A common stock or in a combination of the two.
Preferred converts into 1.3620 to 1.6000 Class A shares by August 2029
Unless converted earlier, each preferred share converts automatically around August 15, 2029. The conversion ratio depends on the volume-weighted average price of Class A stock over a 20-trading-day averaging period. Each depositary share converts into between 0.0681 and 0.0800 Class A shares, subject to anti-dilution adjustments.
Meta filed an Amended and Restated Certificate of Incorporation in Delaware on October 21, 2026 to establish a Class C common stock. Once Class C shares are issued and other conditions are met, conversion and dividend payments can reference Class C stock. Meta applied to list the depositary shares on the Nasdaq Global Select Market under "METAM."
Forward sale agreements defer $24.9 billion in common equity proceeds
Meta signed forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC covering 40,000,000 Class A shares, offered at $625.00 each. The forward purchasers or their affiliates will borrow the shares from third parties and sell them to the underwriters. Meta does not expect to receive initial proceeds from those sales.
At an initial forward price of about $622.92 per share, Meta expects net proceeds before expenses of about $24.9 billion on settlement. Settlement is expected on or before November 19, 2027. Underwriters hold a 30-day option on up to $3.75 billion of additional Class A shares. If exercised in full, net proceeds would rise to about $28.7 billion and the forward agreements would cover 46,000,000 shares. After Class C issuance, Meta could settle the agreements entirely in Class C shares in certain circumstances.
Both offerings close October 29, 2026, independent of each other
Neither offering is conditioned on the completion of the other. Morgan Stanley and Goldman Sachs & Co. LLC are lead joint bookrunning managers. Allen & Company LLC, BDT & MSD, Centerview Partners, Jefferies, Lazard and The Raine Group are co-managers.