Meta sold 250 million depositary shares of 6.50% mandatory convertible preferred stock, closing Oct 29, 2026

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Meta Platforms agreed on Oct 26, 2026 to issue and sell 250 million Series A depositary shares, and the offering closed on Oct 29, 2026, according to an 8-K the company filed that day. An 8-K is the report a US-listed company files when something material happens, and its item numbers say what: here item 1.01 (a material agreement), 3.03 (a change to the rights of shareholders) and 5.03 (a change to the company's charter). Each depositary share represents a 1/20th interest in a share of the 6.50% Series A Mandatory Convertible Preferred Stock, which has a liquidation preference of $1,000 a share. Morgan Stanley & Co. and Goldman Sachs & Co. were the representatives of the underwriters, and Meta gave them an option to buy up to 37.5 million more depositary shares within 30 days to cover over-allotments.1^,2^,3^,4^,5^,6^,7^,8^,9

The preferred stock accumulates dividends at 6.50% a year on its liquidation preference, payable in cash or, within limits, in Class A common shares. Dividends are payable when declared by the board on Feb 15, May 15, Aug 15 and Nov 15 of each year, from Feb 15, 2027 to Aug 15, 2029. Unless converted earlier, each preferred share was to convert automatically on or about Aug 15, 2029 into between 1.3620 and 1.6000 Class A shares, and each depositary share into between 0.0681 and 0.0800 Class A shares, subject to customary anti-dilution adjustments. Subject to certain exceptions, while any of the preferred stock is outstanding, no dividend may be declared or paid on Class A common stock or other junior stock unless all accumulated and unpaid dividends for earlier periods have been declared and paid or set aside.10^,11^,12^,13^,14

Also on Oct 26, 2026, Meta entered into forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs & Co., initially relating to 40 million Class A shares. In a separate underwriting agreement for the common stock, the forward sellers sold 40 million Class A shares to underwriters, having borrowed those shares from third parties. Meta did not initially receive any proceeds from that sale. Instead, the 8-K says Meta will issue shares to the forward purchasers at the then-applicable forward sale price on each settlement date, which it specifies at its discretion, subject to certain conditions, on or before Nov 19, 2027. The initial forward sale price was $622.91875 a share, and the underwriters of the common shares also received a 30-day option over up to 6 million more.15^,16^,17^,18^,19^,20^,21^,22

On Oct 28, 2026, Meta filed the certificates of designations, which set the preferred stock's rights, with Delaware's Secretary of State. The original certificate took effect on filing, and the filing says the restated version has an effective date of Jan 19, 2027.23^,24