Meta prices $25.0 billion Class A common stock forward sale offering

Offering size: 40,000,000 Class A shares at a $625.00 public offering price for an aggregate $25,000,000,000.00, with a 30-day underwriter option for up to 6,000,000 additional shares at $622.91875 per share (46,000,000 shares maximum).

Proceeds timing: Meta expects no proceeds at closing; approximately $24.9 billion of net proceeds before expenses, or approximately $28.7 billion if the option is exercised in full, are expected upon settlement on or prior to November 19, 2027.

Forward purchasers and underwriters: Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC are the forward purchasers; Morgan Stanley and Goldman Sachs & Co. LLC are joint book-running managers, with Allen & Company, BDT & MSD, Centerview, Jefferies, Lazard and The Raine Group as co-managers.

Cornerstone investors: NVIDIA Corporation, Advanced Micro Devices, Inc. and Broadcom Inc. indicated non-binding interest in purchasing up to an aggregate $5.0 billion of shares at the offering price.

Use of proceeds: general corporate purposes.

Accounting: the forward sale agreements are not expected to qualify for equity classification and are expected to be recorded at fair value as derivative assets or liabilities, with fair value changes recognized in income; Meta states gains or losses could be significant and may cause significant volatility in reported results.

Class C capital structure: the Amended and Restated Certificate of Incorporation, effective January 19, 2027, creates 100,000,000,000 authorized non-voting Class C shares, and the board declared a dividend of one Class C share per outstanding Class A and Class B share contingent on effectiveness.

Meta discloses a newly created Class C Common Stock class with 100,000,000,000 authorized shares and no voting rights, effective January 19, 2027 under the Amended and Restated Certificate of Incorporation, along with a board-declared dividend of one Class C share per outstanding Class A and Class B share contingent on effectiveness. Total authorized capital stock would become 109,241,000,000 shares, and each forward sale agreement would split into a Class A transaction and a Class C transaction upon the Class C...

Meta states the forward sale agreements are not expected to satisfy equity-classification requirements and are expected to be recorded at fair value as derivative assets or liabilities, with changes in fair value recognized in consolidated statements of income. Meta says these gains or losses could be significant and may cause significant volatility in reported results even though the agreements do not change cash flows before settlement, and shares issuable are treated as potential common shares for diluted EPS...