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META 424B5: Secondary offering

Meta Platforms

Filed with the SEC on · accession 0001193125-26-431043

META filed a 424B5 (prospectus (offering)) with the SEC on Oct 26, 2026. Meta Platforms filed a preliminary prospectus supplement for an offering of 250,000,000 Series A Depositary Shares, each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per preferred share ($50 per depositary share). The stock moved -1.9% by the first close after the filing.

Summary of the filing

Meta Platforms filed a preliminary prospectus supplement for an offering of 250,000,000 Series A Depositary Shares, each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per preferred share ($50 per depositary share). The offering includes a 30-day over-allotment option for up to 37,500,000 additional depositary shares, and the company also announced a contingent Class C Common Stock dividend.

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

Key details

Number of Series A Depositary Shares offered$250.0M
Over-allotment option for additional Series A Depositary Shares$37.5M
Liquidation preference per share of Series A Mandatory Convertible Preferred Stock$1K
Liquidation preference per Series A Depositary Share$50
IssuerMeta Platforms, Inc.
Joint bank depositaryComputershare Trust Company, N.A.
Joint bank depositaryComputershare 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 filed a preliminary prospectus supplement for an offering of 250,000,000 Series A Depositary Shares, each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per preferred share ($50 per depositary share). The offering includes a 30-day over-allotment option for up to 37,500,000 additional depositary shares, and the company also announced a contingent Class C Common Stock dividend.

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%).

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