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

Meta Platforms, Inc. ($META) — $12.5 Billion Series A Mandatory Convertible Preferred Stock Offering

Executive Summary

On October 28, 2026, Meta Platforms, Inc. filed a prospectus supplement on Form 424B5 covering the underwritten public offering of 250,000,000 Series A Depositary Shares at a public offering price of $50.00 per share, generating gross proceeds of $12.50 billion (or up to $14.375 billion if the underwriters exercise their 30-day 37,500,000 share over-allotment option in full). Each depositary share represents a 1/20th fractional interest in a share of Meta's newly designated 6.50% Series A Mandatory Convertible Preferred Stock ($1,000 liquidation preference per preferred share).

Key Offering Terms

• Security: Series A Depositary Shares, each representing 1/20th of a share of 6.50% Series A Mandatory Convertible Preferred Stock ($0.000006 par value).
• Proposed Ticker: The depositary shares are expected to trade on the Nasdaq Global Select Market under the symbol METAM.
• Dividend Rate & Schedule: Cumulative dividends at an annual rate of 6.50% on the $1,000 liquidation preference per preferred share (equivalent to $3.25 annually per depositary share, or $0.8125 quarterly, with an initial stub dividend of $0.9569 on February 15, 2027). Payable quarterly on February 15, May 15, August 15, and November 15.
• Mandatory Conversion: Mandatory conversion is set for August 15, 2029 into Class A Common Stock (or Class C Common Stock following a Class C Trigger Event) at a conversion rate between 1.3620 and 1.6000 shares of common stock per preferred share (0.0681 to 0.0800 shares per depositary share), based on the 20-day volume-weighted average price (VWAP) leading up to the conversion date.
• Redemption: The securities are not redeemable by the company prior to mandatory conversion, though open-market repurchases are permitted.
• Use of Proceeds: General corporate purposes, supporting ongoing investments across Meta's Family of Apps and Reality Labs/AI infrastructure initiatives.

Major Corporate Restructuring: Class C Capital Structure

• Amended Certificate of Incorporation: Meta filed an Amended and Restated Certificate of Incorporation on October 21, 2026 (effective January 19, 2027), establishing a new class of Class C Common Stock with no voting rights, alongside Class A (1 vote per share) and Class B (10 votes per share).
• Declared Class C Dividend: Meta's board approved a dividend of 1 share of Class C Common Stock for each outstanding share of Class A and Class B Common Stock, contingent upon the charter amendment's effectiveness.
• Preferred Stock Impact: Following the Class C Dividend Trigger Date, mandatory conversion and declared dividend settlements may transition to Class C Common Stock.

Concurrent Forward Sale Transactions

• Concurrently with this offering, Meta entered into forward sale agreements with affiliates of Morgan Stanley and Goldman Sachs covering 40,000,000 shares of Class A Common Stock.
• The forward purchasers are borrowing and selling these 40M shares under a separate prospectus supplement. Meta will not initially receive proceeds from the concurrent offering but will settle the forward sales in shares or cash over time, potentially delivering Class C Common Stock upon occurrence of the trigger event.