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# Meta Prices $25 Billion Stock Sale At $625 A Share, With No Cash Due Until Settlement
- URL: https://www.bullished.co/meta-prices-25-billion-stock-sale-at-625-a-share-with-no-cash-due-until-settlement-020eb17a/
- Published: 2026-10-27T10:16:16.000Z
- Updated: 2026-10-29T18:21:50.000Z
- Description: The 40 million-share offering was upsized from $22.5 billion, and a $12.5 billion mandatory convertible preferred deal priced alongside it.
- Author: Matteo Parrino
- Tags: SEC Filings, META, Industry: Technology, Topic: Capital Raising

[Meta Platforms](https://www.bullished.co/tag/meta/) priced a [$25.0 billion offering](https://www.prnewswire.com/news-releases/meta-announces-pricing-of-offering-of-depositary-shares-representing-series-a-mandatory-convertible-preferred-stock-and-offering-of-class-a-common-stock-in-connection-with-forward-sale-agreements-302920247.html?ref=bullished.co) of 40,000,000 Class A shares at $625.00 each, a 0.9% discount to Monday's $630.56 last reported sale price. Because the shares are sold through forward sale agreements, Meta does not expect to receive any proceeds initially.

## How the forward sale works

Meta, which runs Facebook, Instagram, WhatsApp and other apps, entered the forward agreements with Morgan Stanley Capital Services and Goldman Sachs. The banks' forward sellers place the shares with underwriters, and Meta gets paid when the agreements settle, which it expects on or before November 19, 2027.

At settlement Meta expects net proceeds of about $24.9 billion before expenses, or about $28.7 billion if the underwriters take their full 6,000,000-share option. The initial forward sale price is $622.91875 a share, the offering price less the underwriting discount. It adjusts daily with a floating interest rate factor and steps down by amounts tied to expected dividends.

Meta said it plans to use any proceeds for "general corporate purposes." If the option is exercised, in whole or in part, Meta could be required to sell those shares to the underwriters directly, and it would then receive the net proceeds from those sales.

The offering was enlarged to $25.0 billion, from the [$22.5 billion first announced](https://markets.ft.com/data/announce/detail?dockey=600-202610260658PR%5FNEWS%5FUSPRX%5F%5F%5F%5FSF80662-1&ref=bullished.co).

## A $12.5 billion preferred deal alongside

A separate, concurrent offering priced the same day: [250,000,000 depositary shares](https://markets.ft.com/data/announce/detail?dockey=600-202610260658PR%5FNEWS%5FUSPRX%5F%5F%5F%5FSF80662-1&ref=bullished.co) at $50.00 each, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock. Meta expects net proceeds of about $12.5 billion, or about $14.3 billion if the over-allotment option is exercised in full, also for general corporate purposes. Neither offering depends on the other closing.

The preferred pays 6.50% a year on a $1,000 liquidation preference, with dividends from February 15, 2027 through August 15, 2029\. It converts into Class A shares at a rate of 1.3620 to 1.6000 per preferred share. The initial price is $625.0000 and the threshold appreciation price is $734.2144, a premium of about 17.5%. Morgan Stanley and Goldman Sachs are joint book-runners on both deals.

Both offerings are set to settle on October 29, and Meta intends to list the depositary shares on Nasdaq under the symbol "METAM."

Learn

- [How A Secondary Offering Affects A Stock's Price →](https://www.bullished.co/learn/how-secondary-offering-affects-stock-price/)  
A secondary offering is usually priced below the last close, which sets up pressure on the stock. See how it works with real October offerings and what to check.
- [How To Calculate Stock Dilution: The Formula, Worked Through Real Offerings →](https://www.bullished.co/learn/how-to-calculate-stock-dilution/)  
Stock dilution is new shares divided by shares outstanding after the sale. See the formula worked on real offerings and where to find the counts in a filing.

### Sources

- [Form FWP — Meta Platforms, Inc. (META)](https://www.sec.gov/Archives/edgar/data/0001326801/000119312526432549/d382225dfwp.htm?ref=bullished.co) — SEC EDGAR
- [424B5 FORWARD ProSupp](https://www.sec.gov/Archives/edgar/data/1326801/000119312526431040/d94886d424b5.htm?ref=bullished.co) — sec.gov
- [FWP](https://www.sec.gov/Archives/edgar/data/1326801/000119312526431036/d116268dfwp.htm?ref=bullished.co) — sec.gov
- [Meta Announces Pricing of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreements](https://www.prnewswire.com/news-releases/meta-announces-pricing-of-offering-of-depositary-shares-representing-series-a-mandatory-convertible-preferred-stock-and-offering-of-class-a-common-stock-in-connection-with-forward-sale-agreements-302920247.html?ref=bullished.co) — prnewswire.com
- [Meta Announces Launch of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreements](https://www.prnewswire.com/news-releases/meta-announces-launch-of-offering-of-depositary-shares-representing-series-a-mandatory-convertible-preferred-stock-and-offering-of-class-a-common-stock-in-connection-with-forward-sale-agreements-302919267.html?ref=bullished.co) — prnewswire.com
- [Meta Announces Launch of Offering of Depositary Shares Representing Series A Mandatory Convertible Preferred Stock and Offering of Class A Common Stock in Connection with Forward Sale Agreements – Company Announcement - FT.com](https://markets.ft.com/data/announce/detail?dockey=600-202610260658PR%5FNEWS%5FUSPRX%5F%5F%5F%5FSF80662-1&ref=bullished.co) — Financial Times

### More on Meta Platforms

- [Meta's 10-Q Shows A $25 Billion New Mexico Penalty Ordered The Day Before Filing](https://www.bullished.co/metas-10-q-shows-a-25-billion-new-mexico-penalty-ordered-the-day-before-filing-bb89686b/)
- [Zuckerberg: Muse Stays Free For Most People, With Meta Taking A Fee On Transactions](https://www.bullished.co/zuckerberg-muse-stays-free-for-most-people-with-meta-taking-a-fee-on-transactions-c1dc9869/)
- [Meta Takes $9.89 Billion Settlement Charge As Operating Margin Falls To 20% From 40%](https://www.bullished.co/meta-takes-9-89-billion-settlement-charge-as-operating-margin-falls-to-20-from-40-4299f5da/)

[All Meta Platforms (META) coverage →](https://www.bullished.co/tag/meta/)