Meta Platforms Announces Major Capital Raise via Mandatory Convertible Preferred & Forward Sale Offerings

Summary of Material Events

On October 26, 2026, Meta Platforms, Inc. entered into significant financing transactions structured across two major public offerings:

1. Series A Mandatory Convertible Preferred Stock (via Depositary Shares)

   • Meta agreed to issue and sell 250,000,000 Series A depositary shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock (liquidation preference of $1,000 per preferred share, or $50 per depositary share equivalent).
   • Underwriters were granted a 30-day option to purchase up to an additional 37,500,000 depositary shares to cover over-allotments.
   • The preferred shares carry a 6.50% annual dividend payable quarterly starting February 15, 2027, and mandatory conversion into Class A Common Stock (or Class C Common Stock upon occurrence of specified conditions) on or about August 15, 2029.
   • The offering closed on October 29, 2026.

2. Common Stock Forward Sale Agreements

   • Concurrently, Meta entered into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC initially relating to 40,000,000 shares of Class A Common Stock.
   • Underwriters were granted an option to purchase up to an additional 6,000,000 shares.
   • The initial forward sale price is set at $622.91875 per share, subject to standard daily interest and dividend adjustments, with settlement scheduled on or before November 19, 2027.

Material Modification to Rights of Security Holders

• In connection with the Preferred Stock, Meta filed Certificates of Designations with the Delaware Secretary of State.
• As long as any Series A Preferred Stock remains outstanding, no dividends or distributions may be declared or paid on junior stock (including Class A and Class C common stock), nor may junior shares be repurchased or redeemed, unless all accumulated and unpaid dividends on the Preferred Stock have been fully satisfied.