Meta Platforms, Inc. filed a Free Writing Prospectus on October 26, 2026, disclosing pricing terms for two concurrent capital offerings: 40,000,000 shares of Class A Common Stock at $625.00 per share and 250,000,000 Series A Depositary Shares representing interests in 6.50% Series A Mandatory Convertible Preferred Stock.

Key Highlights

  • Common Stock Offering size: The company disclosed an increase to $25.0 billion, comprising 40,000,000 shares of Class A Common Stock at a public offering price of $625.00 per share.
  • Underwriter option: Underwriters may purchase up to an additional 6,000,000 shares of Class A Common Stock; if exercised in full, expected net proceeds rise to approximately $28.7 billion.
  • Expected net proceeds: The company disclosed it expects to receive approximately $24.9 billion in net proceeds, before expenses, upon settlement of forward sale agreements on or prior to November 19, 2027.
  • Forward sale agreements: The company entered into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC for an aggregate of 40,000,000 shares, with an initial forward sale price of $622.91875 per share.
  • Preferred offering: 250,000,000 Series A Depositary Shares were offered, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, with the company to issue 12,500,000 shares of that preferred stock at settlement.
  • Settlement date: Both offerings are set to settle on October 29, 2026 (T+2), with a trade date of October 27, 2026.
  • Last reported sale price: Nasdaq last reported the Class A Common Stock at $630.56 per share on October 26, 2026, compared to the public offering price of $625.00 per share.

Meta Platforms Concurrent Equity and Preferred Capital Raise: Pricing and Structure

According to the filing, Meta Platforms, Inc. (NASDAQ:META) priced two concurrent offerings on October 26, 2026, under Registration No. 333-299631. The Common Stock Offering was increased in size to $25.0 billion, consisting of 40,000,000 shares of Class A Common Stock at $625.00 per share. The company disclosed that underwriters hold an option to purchase up to 6,000,000 additional shares. The Nasdaq last reported sale price of the Class A Common Stock on the pricing date was $630.56 per share, according to the term sheet.

The filing details that the company entered into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC, initially covering all 40,000,000 offered shares, with an initial forward sale price of $622.91875 per share. The company disclosed it does not expect to receive proceeds immediately from the share sales made by the Forward Sellers; instead, it expects to receive approximately $24.9 billion in net proceeds, before expenses, upon settlement of those forward sale agreements, which the company expects to occur on or prior to November 19, 2027. The filing states the company intends to use any net proceeds received for general corporate purposes.

The concurrent Series A Depositary Shares Offering covers 250,000,000 depositary shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock. At settlement, the company disclosed it will issue 12,500,000 shares of the Series A Mandatory Convertible Preferred Stock, subject to the underwriters' over-allotment option. The filing states that the closing of neither offering is conditioned on the closing of the other. Joint book-running managers listed are Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, with Allen & Company LLC, BDT & MSD Partners, LLC, Centerview Partners LLC, Jefferies LLC, Lazard Freres & Co. LLC, and Raine Securities LLC named as co-managers.

What Was Disclosed

Meta Platforms, Inc. filed a pricing term sheet disclosing the terms of two concurrent capital offerings: 40,000,000 shares of Class A Common Stock at $625.00 per share, sized at $25.0 billion, and 250,000,000 Series A Depositary Shares representing interests in 6.50% Series A Mandatory Convertible Preferred Stock, both settling October 29, 2026.