Meta Platforms Prices $25 Billion Common Stock and $12.5 Billion Series A Mandatory Convertible Preferred Stock Offerings

Common stock offering increased to $25.0 billion from initial size, consisting of 40,000,000 shares at $625.00 per share (or 46,000,000 shares if underwriters exercise option in full).

Series A Depositary Shares offering totals $12.5 billion (250,000,000 shares at $50.00 each), representing 1/20th interest in 12,500,000 shares of 6.50% Series A Mandatory Convertible Preferred Stock.

Net proceeds from common stock forward sale agreements expected to be approximately $24.9 billion (or $28.7 billion if option exercised) upon settlement on or prior to November 19, 2027.

Net proceeds from Series A Depositary Shares offering expected to be approximately $12.5 billion (or $14.3 billion if over-allotment exercised), after underwriting discounts and estimated expenses.

Mandatory conversion date for preferred stock is second business day after August 15, 2029, with initial price of $625.0000 and threshold appreciation price of $734.2144 (17.5% premium).

Forward sale agreements entered into with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC for 40,000,000 shares of Class A Common Stock at initial forward sale price of $622.91875 per share.

Joint book-running managers for both offerings are Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC.