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META 424B5: Secondary offering

Filed with the SEC on · accession 0001193125-26-436405

META filed a 424B5 (prospectus (offering)) with the SEC on Oct 28, 2026. Meta Platforms is offering 250 million Series A Depositary Shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, at $50.00 per depositary share for total gross proceeds of $12.5 billion. The stock moved -1.2% by the first close after the filing.

Summary of the filing

Meta Platforms is offering 250 million Series A Depositary Shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, at $50.00 per depositary share for total gross proceeds of $12.5 billion. The preferred stock will mandatorily convert into Class A or Class C common stock by August 2029.

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Key details

Total gross proceeds from offering (before over-allotment)$12.5B
Net proceeds before expenses to Meta Platforms$12.5B
Underwriting discounts and commissions$41.6M
Public offering price per Series A Depositary Share$50
Liquidation preference per share of Series A Mandatory Convertible Preferred Stock$1K
Over-allotment option for additional Series A Depositary Shares$37.5M
IssuerMeta Platforms, Inc.
Joint bank depositaryComputershare Trust Company, N.A.
Joint bank depositaryComputershare Inc.

How META stock reacted

Close before

$620.19

Oct 27, 2026

First close after

-1.24%

$612.49

5 trading days

+0.14%

$621.03

Since filing

-0.54%

$616.84

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Frequently asked questions

What did META file with the SEC on Oct 28, 2026?

META filed a 424B5 (Secondary offering). Meta Platforms is offering 250 million Series A Depositary Shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, at $50.00 per depositary share for total gross proceeds of $12.5 billion. The preferred stock will mandatorily convert into Class A or Class C common stock by August 2029.

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 $620.19 before the filing and $612.49 on Oct 28, 2026 (-1.24%). Five trading days later: $621.03 (+0.14%).

Other META SEC filings

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