Meta Platforms increased its planned Class A common-stock offering to $25 billion from $22.5 billion on October 27, 2026. The Meta stock offering also includes approximately $12.5 billion in depositary shares representing mandatory convertible preferred stock. The announced amounts describe planned offerings, not cash already received.

Key Takeaways

  • The common-stock offering increased to $25 billion from the $22.5 billion announced at launch.
  • The approximately $12.5 billion preferred-stock component was already part of the original financing plan.
  • The common shares are being offered through forward sale agreements, delaying Meta’s receipt of proceeds.

What changed in the Meta stock offering

The revision enlarges the common-stock component rather than introducing the preferred securities for the first time. Meta’s October 26 offering announcement set out $22.5 billion of Class A common stock and approximately $12.5 billion of depositary shares representing Series A mandatory convertible preferred stock.

At launch, Meta expected to give underwriters a 30-day option to buy up to 37.5 million additional depositary shares solely to cover over-allotments. That option represents potential additional sales, not a completed purchase.

Offering size is not immediate cash proceeds

The common-stock transaction uses forward sale agreements. Meta said at launch that it did not expect to receive proceeds initially from the shares sold by the forward purchasers or their affiliates. Instead, it intends to receive cash upon future settlement of those agreements.

The original terms provided for settlement on one or more dates selected by Meta on or before November 19, 2027. Meta intends to use proceeds from both the depositary-share offering and future forward settlements for general corporate purposes.

The approximately $12.5 billion preferred-stock figure is the offering’s stated size, not an established net-proceeds amount. Completion of either underwritten offering is not conditional on completion of the other.

Preferred securities carry future conversion terms

Each depositary share represents a one-twentieth interest in a preferred share. Unless converted earlier, the preferred stock is expected to convert automatically into common stock for settlement on or about August 15, 2029.

The launch terms provide for conversion into Class A shares, with a switch to Class C shares subject to their issuance and other conditions. Meta said the dividend rate and conversion terms would be determined when the depositary-share offering is priced.

Meta presented the financing as supporting continued investment in artificial intelligence infrastructure and personal superintelligence, while retaining general corporate purposes as the stated use of proceeds.

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