Meta Platforms Launches Massive $22.5 Billion Class A Common Stock Forward Offering

Offering Overview

Meta Platforms, Inc. has filed a preliminary prospectus supplement (Form 424B5) for an underwritten public offering of $22,500,000,000 of its Class A Common Stock. In addition, the underwriters have been granted a 30-day option to purchase up to an additional $3,375,000,000 of Class A shares.

Key Transaction Mechanics

• Forward Sale Structure: The shares are being offered by forward sellers affiliated with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, who will borrow shares from third parties. Meta will not initially receive proceeds upon closing; instead, it expects to receive proceeds upon physical settlement on or prior to November 19, 2027, based on the adjusted forward price.
• Cornerstone Participation: NVIDIA Corporation, Advanced Micro Devices, Inc. (AMD), and Broadcom Inc. have severally expressed non-binding indications of interest to purchase up to an aggregate of $5.0 billion in shares on identical terms.
• Concurrent Preferred Offering: Concurrently, Meta announced an offering of 250,000,000 Series A Depositary Shares (representing interests in Series A Mandatory Convertible Preferred Stock) via a separate prospectus supplement.
• Capital Structure Adjustments (Class C Stock): On October 21, 2026, Meta filed an amended certificate of incorporation establishing a non-voting Class C Common Stock effective January 19, 2027, alongside a declared 1-for-1 Class C dividend to existing Class A and Class B holders.

Financial & Dilutive Impact

• Dilution: Based on the assumed closing price of $642.62 per share cited in the filing, full settlement without the shoe would represent approximately 35.01 million shares (raising outstanding Class A shares from 2,214,455,318 to 2,249,468,234).
• Accounting Treatment: The forward sale agreements are expected to be marked-to-market as derivative assets/liabilities on Meta's balance sheet, creating potential quarterly non-cash earnings volatility until settlement.