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META 424B5: Secondary offering

Filed with the SEC on · accession 0001193125-26-436410

META filed a 424B5 (prospectus (offering)) with the SEC on Oct 28, 2026. Meta Platforms is offering 40 million shares of Class A Common Stock at $625 per share through forward sale agreements with Morgan Stanley and Goldman Sachs, raising approximately $25 billion. The stock moved -1.2% by the first close after the filing.

Summary of the filing

Meta Platforms is offering 40 million shares of Class A Common Stock at $625 per share through forward sale agreements with Morgan Stanley and Goldman Sachs, raising approximately $25 billion. The company also announced a new Class C Common Stock dividend and received $5 billion in cornerstone interest from NVIDIA, AMD, and Broadcom.

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Key details

Public offering price per share$625
Total offering value$25.0B
Underwriting discount per share$2
Total underwriting discount$83.3M
Net proceeds to Meta before expenses$24.9B
Cornerstone investor interest$5.0B
IssuerMeta Platforms, Inc.
Forward purchaserMorgan Stanley Capital Services LLC
Forward purchaserGoldman Sachs & Co. LLC
Cornerstone investorNVIDIA Corporation
Cornerstone investorAdvanced Micro Devices, Inc.
Cornerstone investorBroadcom 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 40 million shares of Class A Common Stock at $625 per share through forward sale agreements with Morgan Stanley and Goldman Sachs, raising approximately $25 billion. The company also announced a new Class C Common Stock dividend and received $5 billion in cornerstone interest from NVIDIA, AMD, and Broadcom.

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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