Meta Platforms, Inc. filed a Form 8-K on October 29, 2026, disclosing that it entered into underwriting and forward sale agreements on October 26, 2026, covering an offering of 250,000,000 depositary shares representing interests in 6.50% Series A Mandatory Convertible Preferred Stock and a forward sale arrangement initially relating to 40,000,000 shares of Class A Common Stock.

Key Highlights

  • Depositary shares offered: 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 with a liquidation preference of $1,000.00 per share.
  • Over-allotment option (preferred): Underwriters were granted an option to purchase up to an additional 37,500,000 depositary shares within 30 days of the underwriting agreement date.
  • Common stock forward sale: Forward sale agreements were entered into initially relating to an aggregate of 40,000,000 shares of Class A Common Stock, with an underwriter option for up to an additional 6,000,000 shares.
  • Initial forward sale price: $622.91875 per share, subject to daily adjustment based on the overnight bank funding rate less a spread.
  • Settlement deadline: Each forward sale agreement provides for settlement on or prior to November 19, 2027, at the Company's discretion.
  • No initial proceeds from common stock sale: According to the filing, "The Company will not initially receive any proceeds from the sale of Class A Common Stock by the Forward Sellers to the Common Stock Underwriters."
  • Depositary shares offering closed: October 29, 2026, with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acting as representatives of the underwriters.

Meta Platforms Launches Convertible Preferred Offering and Forward Sale Structure

According to the filing, Meta Platforms, Inc. (NASDAQ:META) entered into two distinct but concurrent capital markets transactions on October 26, 2026. The first was an underwriting agreement for the issuance and sale of 250,000,000 depositary shares, each representing a 1/20th interest in a share of the company's newly designated 6.50% Series A Mandatory Convertible Preferred Stock. The preferred stock carries a liquidation preference of $1,000.00 per share and a par value of $0.000006 per share. The depositary shares offering closed on October 29, 2026, and the offering was made pursuant to a shelf registration statement on Form S-3 initially filed with the SEC on October 26, 2026 (Registration No. 333-299631).

In connection with the preferred offering, the company filed a certificate of designations with the Secretary of State of Delaware on October 28, 2026. The filing notes that a restated charter certificate of designations will supersede the original upon effectiveness of the company's amended and restated certificate of incorporation, which carries an effective date of January 19, 2027. Computershare Trust Company, N.A. and Computershare Inc. are named as joint bank depositary under a deposit agreement dated October 29, 2026.

The second transaction involved forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC as forward purchasers, initially covering 40,000,000 shares of Class A Common Stock. The initial forward sale price is $622.91875 per share, subject to daily adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread. The filing also discloses that upon issuance of a new Class C common stock - to be established under the company's amended and restated certificate of incorporation filed on October 21, 2026 - each forward sale agreement will reference both Class A and Class C common stock, and in certain circumstances the company will have the ability to settle by delivering only shares of Class C Common Stock.

What Was Disclosed

Meta Platforms disclosed the entry into underwriting and forward sale agreements for a depositary shares offering tied to 6.50% Series A Mandatory Convertible Preferred Stock and a forward sale arrangement covering 40,000,000 shares of Class A Common Stock, with an initial forward sale price of $622.91875 per share and a settlement deadline of November 19, 2027.