$META · Meta Platforms, Inc.

Meta Platforms filed a preliminary prospectus supplement describing a planned $22.5 billion offering of Class A common stock. The document is preliminary, and the offering price and underwriting discount are not yet specified. Under the planned structure, forward sellers affiliated with Morgan Stanley and Goldman Sachs would borrow the shares from third parties and sell them to underwriters. Meta does not expect to receive proceeds initially. It expects the forward sale agreements to be physically settled on one or more dates it selects no later than November 19, 2027, and to receive an adjusted forward price at settlement.

The filing also describes the creation of a new Class C common stock. Meta filed an amended and restated certificate of incorporation on October 21, 2026, with an effective date of January 19, 2027. The board declared a dividend of one Class C share for each outstanding Class A and Class B share, contingent on that effectiveness, with record and payment dates to be determined later. Once effective, Class A shares will have one vote per share, Class B shares will have ten votes per share, and Class C shares will have no voting rights except as specified. Meta intends to list Class C shares on Nasdaq upon issuance. The filing states that Class A shares closed at $642.62 on October 23, 2026.