$META · Meta Platforms, Inc.

Meta Platforms filed a preliminary prospectus supplement for an offering of 250,000,000 Series A depositary shares, each representing a 1/20th interest in a share of Series A mandatory convertible preferred stock. The preferred stock has a $1,000 liquidation preference per share, or $50 per depositary share. Dividends, if declared, are cumulative and payable quarterly from February 15, 2027 through August 15, 2029, at an annual rate to be set, and may be paid in cash, Class A common stock, later Class C common stock, or a combination. Unless earlier converted, each preferred share will automatically convert on the second business day after the final averaging period ending around August 15, 2029, into a number of Class A or Class C common shares determined by the average VWAP over a 20-trading-day period, subject to minimum and maximum conversion rates.

The filing also describes the creation of Class C common stock and a declared stock dividend of one Class C share for each outstanding Class A and Class B share, contingent on the effectiveness of the amended certificate of incorporation. Holders may optionally convert under certain conditions after a Class C dividend trigger date. The company intends to list the depositary shares on the Nasdaq Global Select Market under the symbol “METAM” and has granted the underwriters a 30-day option to buy up to 37,500,000 additional depositary shares to cover over-allotments. The terms remain subject to completion.