Meta Platforms Files $12.5B Mandatory Convertible Preferred Offering and Establishes Class C Stock

Executive Summary

On October 26, 2026, Meta Platforms, Inc. filed a preliminary prospectus supplement under Rule 424(b)(5) (Registration No. 333-299631) launching a major multi-part capital raising and capital structure overhaul:

1. $12.5 Billion Mandatory Convertible Preferred Offering: 250,000,000 Series A Depositary Shares offered at $50.00 per share (each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000 per preferred share), plus an underwriters' 30-day over-allotment option for up to an additional 37,500,000 depositary shares ($1.875 billion).
2. $22.5 Billion Concurrent Forward Sale Transactions: Concurrently entering into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC covering $22.5 billion of Class A Common Stock.
3. Introduction of Class C Common Stock: Board approval and stockholder written consent to amend the certificate of incorporation (effective January 19, 2027) creating non-voting Class C Common Stock, accompanied by a 1-for-1 Class C dividend to existing Class A and Class B stockholders.

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Detailed Offering Terms

• Issuer: Meta Platforms, Inc.
• Security: Series A Depositary Shares (Nasdaq ticker: METAM planned), each representing a 1/20th interest in % Series A Mandatory Convertible Preferred Stock ($0.000006 par value).
• Liquidation Preference: $1,000 per preferred share ($50 per depositary share).
• Dividend Rights: Cumulative dividends payable quarterly on February 15, May 15, August 15, and November 15, beginning February 15, 2027, through August 15, 2029. Payable in cash, Class A Common Stock, or (following the Class C trigger date) Class C Common Stock.
• Mandatory Conversion Date: Expected to be August 15, 2029 (second business day following the 20-trading-day final averaging period). Converts into Class A Common Stock, or into Class C Common Stock if the Class C Trigger Event occurs prior to April 15, 2029.
• Redemption: Not redeemable by the company prior to maturity.

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Corporate Governance & Capital Structure Evolution

• Tri-Class Common Stock Structure:
  • Class A Common Stock: 1 vote per share (listed on Nasdaq: META).
  • Class B Common Stock: 10 votes per share (held by insiders/founders).
  • Class C Common Stock: No voting rights (to be listed on Nasdaq).
• Stock Dividend: One share of Class C Common Stock declared for every share of Class A and Class B Common Stock outstanding, subject to certificate effectiveness on January 19, 2027.
• Strategic Rationale: Allows Meta to issue equity for compensation, financing, and conversions without diluting voting control of existing Class B voting blocks.

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Underwriters & Use of Proceeds

• Joint Book-Running Managers: Morgan Stanley and Goldman Sachs & Co. LLC.
• Use of Proceeds: General corporate purposes, supporting ongoing aggressive capital expenditures across infrastructure, AI model training, and Reality Labs development.