$META · Meta Platforms, Inc.

Meta Platforms is offering 250,000,000 Series A depositary shares, each representing a 1/20th interest in a share of its 6.50% Series A Mandatory Convertible Preferred Stock. The depositary shares are priced at $50.00 each, for total gross proceeds of $12.5 billion before underwriting discounts and expenses. The underwriters have a 30-day option to purchase up to 37,500,000 additional depositary shares to cover over-allotments.

The preferred stock has a liquidation preference of $1,000 per share, or $50 per depositary share, and pays cumulative dividends at an annual rate of 6.50% when declared by the board. Dividends may be paid in cash, shares of Class A common stock, or a combination, and are payable quarterly from February 15, 2027 through August 15, 2029. Unless earlier converted, each preferred share will automatically convert on the second business day after the final averaging period ending near August 15, 2029 into between 1.3620 and 1.6000 shares of Class A common stock, subject to anti-dilution adjustments.

The filing also states that Meta filed an amended and restated certificate of incorporation to establish a new Class C common stock, 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. Meta intends to list the Series A depositary shares on the Nasdaq Global Select Market under the symbol “METAM.”