Meta Launches About $35 Billion in Dual Offerings: $22.5 Billion Class A Forward Sale and 250 Million Convertible Preferred Depositary Shares
Meta Platforms, Inc. (Nasdaq: META) announced in Menlo Park, California, on October 26 the launch of two concurrent underwritten public offerings totaling approximately $35 billion: 250 million Series A depositary shares, each representing a 1/20th interest in a share of newly issued Series A mandatory convertible preferred stock, and $22.5 billion of Class A common stock offered in connection with forward sale agreements. The offerings form part of a broader financing plan announced by the company.
For the depositary shares, Meta expects to grant the underwriters a 30-day option to purchase up to an additional 37,500,000 depositary shares, solely to cover over-allotments, if any. The preferred stock will have a liquidation preference of $1,000 per share, and its dividend rate and conversion terms will be determined at pricing. Unless earlier converted, each share of preferred stock will automatically convert, for settlement on or about August 15, 2029, into a variable number of shares of Class A common stock. Meta intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol "METAM." Net proceeds from the depositary shares offering will be used for general corporate purposes.
For the common stock, Meta expects to enter into forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC, as forward purchasers, initially covering an aggregate of $22.5 billion of Class A common stock. The common stock underwriters also have a 30-day option for up to an additional $3.375 billion of shares. Meta does not expect to initially receive any proceeds from the common stock offering; under the agreements, Meta intends to settle the forward sales on one or more dates it specifies on or before November 19, 2027, delivering shares in exchange for cash at the applicable forward sale price, with net proceeds to be used for general corporate purposes. Neither offering is conditioned on the other, and Morgan Stanley and Goldman Sachs are acting as lead joint book-running managers.
The financing plan also includes an approximately $60 billion at-the-market (ATM) program. Meta plans to launch the program once its previously announced Class C common stock begins trading, but it has not entered into any agreement for such a program, and the timing, size and terms have not been determined; there can be no assurance the program will be established. The company said the ATM program is not expected to commence until the first quarter of 2027, and would involve sales of Class C common stock from time to time under an equity distribution agreement.
NVIDIA Corporation, Advanced Micro Devices, Inc. and Broadcom Inc., as cornerstone investors, have severally indicated an interest in purchasing up to an aggregate of $5.0 billion of Class A common stock in the offering, at the same price and on the same terms as other purchasers. Because the indications are not binding commitments, any of the three may ultimately purchase more, fewer or no shares.
Meta said the financing supports its continued investment in super intelligence infrastructure and personal superintelligence. The company expects capital expenditures of $135 billion to $145 billion in 2026 and intends to fund its investments through a mix of operating cash flow, investment-grade debt, strategic partnerships and equity capital. Meta generated $97 billion of operating cash flow in the first three quarters of 2026 and held approximately $82 billion of cash, cash equivalents and marketable securities at the end of the third quarter. Third-quarter revenue reached $64.6 billion, up 26% year over year, with net income of $9.9 billion. As of September 2026, 3.64 billion people used at least one of Meta's family of apps daily.
Source: GSM · USA (original Chinese edition)
Photo: 图：Meta 位于加州门洛帕克的总部入口（1 Hacker Way）。照片：LPS.1，CC0，经维基共享资源。 / Meta's headquarters entrance at 1 Hacker Way in Menlo Park, California. Photo: LPS.1, CC0, via Wikimedia Commons.
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