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META 424B5: Secondary offering

Filed with the SEC on · accession 0001193125-26-431040

META filed a 424B5 (prospectus (offering)) with the SEC on Oct 26, 2026. Meta Platforms is offering $22.5 billion of Class A Common Stock through forward sale agreements with Morgan Stanley and Goldman Sachs, with an additional $3.375 billion option for underwriters. The stock moved -1.9% by the first close after the filing.

Summary of the filing

Meta Platforms is offering $22.5 billion of Class A Common Stock through forward sale agreements with Morgan Stanley and Goldman Sachs, with an additional $3.375 billion option for underwriters. The company also announced a new Class C Common Stock dividend and charter amendment effective January 2027.

For details, click here →How to read a 424B5 →

Key details

Total offering amount of Class A Common Stock$22.5B
Underwriters' option to purchase additional shares$3.4B
Last reported sale price per share on October 23, 2026$643
Forward purchaserMorgan Stanley Capital Services LLC
Forward purchaserGoldman Sachs & Co. LLC
IssuerMeta Platforms, Inc.

How META stock reacted

Close before

$642.62

Oct 23, 2026

First close after

-1.88%

$630.56

5 trading days

-4.30%

$614.99

Since filing

-4.01%

$616.84

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Frequently asked questions

What did META file with the SEC on Oct 26, 2026?

META filed a 424B5 (Secondary offering). Meta Platforms is offering $22.5 billion of Class A Common Stock through forward sale agreements with Morgan Stanley and Goldman Sachs, with an additional $3.375 billion option for underwriters. The company also announced a new Class C Common Stock dividend and charter amendment effective January 2027.

What does a secondary offering mean for META stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did META stock react to this filing?

META closed at $642.62 before the filing and $630.56 on Oct 26, 2026 (-1.88%). Five trading days later: $614.99 (-4.30%).

Other META SEC filings

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