Meta Platforms Prices Massive $25.0B Forward Offering of 40 Million Class A Shares

Overview of the Offering

On October 28, 2026, Meta Platforms, Inc. filed a prospectus supplement on Form 424B5 relating to a registered public offering of 40,000,000 shares of Class A Common Stock at a public offering price of $625.00 per share, generating aggregate gross proceeds of $25.0 billion (or $28.75 billion if the underwriters' 30-day option to purchase up to 6,000,000 additional shares is fully exercised).

Forward Sale Structure

• Mechanics: Meta entered into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC (the forward purchasers). The forward sellers are borrowing shares from third parties and selling them to underwriters.
• Settlement: Meta will not initially receive proceeds upon closing. Full physical settlement is expected on or before November 19, 2027, at an initial forward price of $622.91875 per share, subject to daily floating-rate adjustments (overnight bank funding rate less spread) and scheduled dividend deductions.
• Dilution: Class A shares outstanding will rise from 2,214,455,318 to 2,254,455,318 upon full settlement (or 2,260,455,318 if the overallotment option is exercised in full).

Strategic Context and Capital Structure Updates

• Cornerstone Demand: Key semiconductor partners NVIDIA Corporation, Advanced Micro Devices, Inc. (AMD), and Broadcom Inc. submitted non-binding indications of interest to purchase up to an aggregate of $5.0 billion of Class A shares in the offering.
• Concurrent Preferred Offering: Meta is concurrently conducting an offering of 250,000,000 Series A Depositary Shares (representing interests in 6.50% Series A Mandatory Convertible Preferred Stock).
• Class C Share Creation: Meta filed an Amended and Restated Certificate of Incorporation establishing non-voting Class C Common Stock effective January 19, 2027, accompanied by a declared 1-for-1 dividend of Class C shares to existing Class A and Class B holders.
• Use of Proceeds: Net proceeds received upon settlement of the forward contracts will be utilized for general corporate purposes, including ongoing capital expenditures across artificial intelligence infrastructure and superintelligence initiatives.