Meta prices $25bn share sale and 6.5% convertible preferred offering

Meta prices $25bn share sale and 6.5% convertible preferred offering

26 October 2026: Meta Platforms has priced two public offerings: $25.0 billion of Class A common stock at $625.00 a share, raised from the $22.5 billion first announced, and 250 million depositary shares at $50 each, representing a 6.50% Series A mandatory convertible preferred stock. Both are expected to close on 29 October, and neither depends on the other. Meta says it intends to use the proceeds for general corporate purposes.

Not yet independently verified. Both releases come from the companies. Neither says which offering Nvidia's $3 billion goes into or on what terms, and we have not read the prospectus supplements filed with the offerings. We will update this when it can be confirmed, and remove this note.

Nvidia said on the same day that it will invest $3 billion in Meta's equity offering.

The common stock and the forward sale agreements

The common stock is sold through forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs. The forward purchasers sell 40,000,000 Class A shares to the public, and the initial forward price is about $622.92 a share, subject to adjustment. Meta says it does not expect to receive any proceeds up front. It expects about $24.9 billion when it settles the agreements, which it can do on dates it chooses on or before 19 November 2027.

Underwriters hold a 30-day option on up to $3.75 billion more. If used, Meta expects to enter further forward agreements, which would lift expected net proceeds to about $28.7 billion and the shares delivered to 46,000,000. Meta intends to use what it receives at settlement for general corporate purposes.

The convertible preferred

Each depositary share is a one-twentieth interest in a share of the preferred stock, which carries a $1,000 liquidation preference. Dividends of 6.50% a year are payable when and if declared by the board, on 15 February, 15 May, 15 August and 15 November from 15 February 2027 to 15 August 2029. They may be paid in cash, in Class A shares, or both.

The preferred converts automatically on or about 15 August 2029 unless converted earlier. Each preferred share becomes 1.3620 to 1.6000 Class A shares, or 0.0681 to 0.0800 shares per depositary share, set by the average price over a 20-trading-day period. Meta expects net proceeds of about $12.5 billion, or about $14.3 billion if underwriters take up their option on up to 37,500,000 more depositary shares. It has applied to list the depositary shares on Nasdaq as METAM.

Class C stock and the other participants

The release says an amended certificate of incorporation filed in Delaware on 21 October creates Class C common stock. Once that class is issued, the conversion and settlement terms can refer to it as well as to Class A.

Morgan Stanley and Goldman Sachs lead the book. Allen & Company, BDT & MSD, Centerview Partners, Jefferies, Lazard and The Raine Group are co-managers. The offerings are made under an effective Form S-3 registration statement.

What Nvidia says

Nvidia's release, titled around expanded collaboration on Meta's Muse models, says: "NVIDIA will invest $3 billion in Meta's equity offering." It adds that Meta intends to expand its deployment of Nvidia infrastructure, including Vera Rubin and Vera CPUs, along with Spectrum-X Ethernet networking and BlueField-4. The release gives no closing conditions for the investment, only a reference in its forward-looking statements to anticipated completion.

Sources

• Meta: Announces Pricing of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreements, 26 October 2026
• NVIDIA: NVIDIA and Meta to Expand Collaboration on Muse and Muse Family of Models Amid Robust Growth, 26 October 2026