Form 8-K · Current report
Meta Platforms 8-K, filed Oct 29, 2026
- Filed
- CIK
- 0001326801
- Accession no.
- 0001193125-26-438017
Summary
Meta Platforms entered an underwriting agreement on October 26, 2026 with Morgan Stanley and Goldman Sachs as representatives of underwriters to issue 250 million Series A depositary shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock with a $1,000 liquidation preference, and separately entered forward sale agreements with Morgan Stanley Capital Services and Goldman Sachs initially covering 40 million Class A common shares.
Key points
- The depositary shares offering closed on October 29, 2026, and the underwriters were granted a 30-day option to purchase up to 37.5 million additional depositary shares to cover over-allotments.
- The forward sale agreements have an initial forward sale price of $622.91875 per share and provide for settlement on dates specified at Meta's discretion on or before November 19, 2027.
- Meta filed certificates of designations with Delaware on October 28, 2026, with the restated version effective January 19, 2027, and plans to establish Class C common stock under an amended and restated certificate of incorporation filed October 21, 2026, which could allow forward sale settlement in Class C shares.
- The common stock underwriters have a 30-day option for up to 6 million additional Class A shares, under which Meta plans to enter additional forward sale agreements.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 3.03Material Modification to Rights of Security Holders
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry into a Material Definitive Agreement. Mandatory Convertible Preferred Stock Offering On October 26, 2026, Meta Platforms, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement (Depositary Shares)”) with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as the representatives of the several underwriters named therein (the “Depositary Shares Underwriters”), pursuant to which the Company agreed to issue and sell 250,000,000 Series A depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value…
An excerpt of the text as filed with the SEC, cut for length.
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