Meta files to sell $22.5 billion in common stock and 250 million convertible preferred depositary shares

Meta Platforms Inc. has filed two preliminary prospectus supplements with the U.S. Securities and Exchange Commission, alongside an announcement dated Monday, Oct. 26, 2026. One covers 250,000,000 Series A depositary shares, each equal to one-twentieth of a share of new mandatory convertible preferred stock.¹ The other covers $22.5 billion of Class A common stock to be sold under forward sale agreements.² The common stock price, the preferred dividend rate and the conversion rates were left blank, and both documents are marked as subject to completion. The preferred filing lists a public offering price of $50 per depositary share.¹²

In the announcement, filed as a free writing prospectus, Meta said the two offerings come to “approximately $35 billion,” made up of about $22.5 billion in common stock and about $12.5 billion in depositary shares. The announcement says the offerings “support” the company’s “continued investment in AI infrastructure and personal superintelligence.”³

Stated use of the money

Both prospectus supplements say Meta plans to use the net proceeds for general corporate purposes.¹² The announcement says Meta expects capital expenditures of $135 billion to $145 billion in 2026. It says Meta will pay for that spending with operating cash flow, investment-grade debt, strategic partnerships and equity capital. It also says Meta owns data centers in 23 states and is building four superclusters, each with more than one gigawatt of capacity.³

According to the announcement, Meta had $97 billion of operating cash flow in the first three quarters of 2026 and about $82 billion in cash, cash equivalents and marketable securities at the end of the third quarter.³

How the offerings work

In the common stock offering, Morgan Stanley and Goldman Sachs entities, or their affiliates, are to borrow shares and sell them to the underwriters, or Meta will sell the shares directly if they cannot. Meta does not expect to receive any money when the offering closes. Instead, it will receive cash when it delivers shares to settle the forward agreements, on dates it chooses on or before Nov. 19, 2027. Underwriters have a 30-day option to buy up to $3.375 billion more.²

That filing says Nvidia, Advanced Micro Devices and Broadcom have indicated interest in buying up to $5.0 billion of the common shares in total. The filing says those indications are not binding.²

Each preferred share will have a liquidation preference of $1,000. Unless converted earlier, it will convert into a variable number of common shares on a mandatory conversion date the filing expects to be Aug. 15, 2029. Underwriters have a 30-day option to buy up to 37,500,000 more depositary shares. Meta plans to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol “METAM.”¹ Neither offering depends on the other being completed.³

The announcement also describes a planned at-the-market program through which Meta could sell up to $60 billion of Class C common stock. The program is not expected to begin until the first quarter of 2027, after the Class C shares start trading. Meta said it had not entered into any agreement for the program.³

The common stock prospectus lists $642.62 as the last reported sale price of Meta’s Class A shares on Oct. 23.²

What the records do not show

• The common stock offering price, number of common shares, preferred dividend rate, conversion rates and net proceeds were left blank in the preliminary filings and had not been made public as of Monday.¹²
• The prospectus supplements do not tie the proceeds to any data center, project or state.¹²
• The announcement gives no assurance that the $60 billion program will be set up.³
• The filings do not show how Meta’s shares traded after Oct. 23.²