$META · Meta Platforms, Inc.

Meta Platforms filed a prospectus supplement covering an offering of 40 million shares of Class A common stock at a public offering price of $625 per share, for a total of $25 billion. The shares are being sold by forward sellers affiliated with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC under forward sale agreements. Meta does not expect to initially receive any proceeds from the sale. Instead, it expects to receive net proceeds of about $24.9 billion when the forward sale agreements settle, which it expects will occur on or before November 19, 2027. If a forward purchaser cannot borrow and deliver the shares or certain other conditions are not met, Meta will issue and sell shares directly to the underwriters. The underwriters also have a 30-day option to purchase up to 6 million additional shares.

The filing also describes a new Class C common stock. Meta's board declared a dividend of one Class C share for each outstanding share of Class A and Class B stock, contingent on the effectiveness of an amended and restated certificate of incorporation. That amended certificate has an effective date of January 19, 2027. Once effective, it provides that Class A shares have one vote per share, Class B shares have ten votes per share, and Class C shares have no voting rights except as specified or required by law. The company intends to list Class C shares on Nasdaq when they are issued.