Meta Platforms prices $25 billion common stock and depositary share offerings

Meta Platforms said on October 26, 2026 that it priced two concurrent underwritten public offerings: 250,000,000 depositary shares at a public offering price of $50 per depositary share, and $25 billion of Class A common stock at $625.00 per share, upsized from $22.5 billion.

Underwriters have a 30-day option to buy up to an additional 37,500,000 depositary shares, solely to cover over-allotments. Meta Platforms said net proceeds from the depositary shares offering will be approximately $12.5 billion after the underwriting discount and estimated offering expenses. Meta Platforms said net proceeds would be approximately $14.3 billion if the underwriters exercise their option in full. It intends to use the proceeds for general corporate purposes.

Meta Platforms entered into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC, initially covering 40,000,000 shares of Class A common stock at an initial forward price of approximately $622.92 per share. The company said it expects net proceeds of approximately $24.9 billion before expenses, or approximately $28.7 billion if the underwriters of the common stock offering exercise their option in full, subject to the price adjustment and other provisions of the agreements.

Meta Platforms said it expects settlement of the forward sale agreements on or prior to November 19, 2027. It also said both offerings are expected to close on October 29, 2026, subject to satisfaction of the conditions to closing.

Meta Platforms said the preferred stock will accumulate dividends at 6.50% a year on its $1,000 liquidation preference, which may be paid initially in cash or, subject to certain limitations, in Class A common stock. Meta Platforms said each preferred share is expected to convert on or about August 15, 2029, into between 1.3620 and 1.6000 shares of Class A common stock, subject to customary anti-dilution adjustments and unless it is converted earlier.