NewsStocksMeta Platforms (META) Stock Falls as Company Unveils $37.5 Billion Stock Offering

Meta Platforms (META) Stock Falls as Company Unveils $37.5 Billion Stock Offering

Author: Blockonomi·

Key Takeaways

  • •Meta announced a $37.5 billion two-part offering combining $25 billion of common stock with $12.5 billion of mandatory convertible preferred securities.
  • •The common stock component was upsized from an initially planned $22.5 billion to $25 billion, covering 40 million Class A shares priced at $625 each.
  • •Through forward sale arrangements, Meta receives no proceeds at launch and instead expects about $24.9 billion before expenses upon settlement, due no later than November 19, 2027.
  • •The preferred securities carry a 6.50% annual dividend starting February 15, 2027, and are set to convert automatically into roughly 17 to 20 million common shares around August 15, 2029.
  • •META shares closed down 1.66% at $620.08 on the announcement day, and full exercise of underwriter options could push total combined proceeds to approximately $43.0 billion.
Meta Platforms (META) Stock Falls as Company Unveils $37.5 Billion Stock Offering

Shares of Meta Platforms (META) fell 1.66% to $620.08 on October 27, 2026, a decline of $10.48, after the company announced a two-part stock offering totaling $37.5 billion. The financing pairs $25 billion of common stock with $12.5 billion of mandatory convertible preferred securities. Selling pressure persisted through the session, leaving the stock near its intraday lows, according to a report by Blockonomi.

Common Stock Offering Upsized to $25 Billion at $625 per Share

Meta announced the pricing of two separate public offerings on October 27, 2026. The company increased its common stock offering from an initially planned $22.5 billion to $25 billion, pricing the shares at $625 each. The offering covers 40 million Class A common shares to be sold under agreements with Morgan Stanley and Goldman Sachs. The $625 pricing stands above the $620.08 level at which the stock changed hands following the announcement.

Under the forward sale arrangements, the financial institutions will borrow shares from third parties and sell them through the offering. Meta will not receive proceeds from the initial sales, and instead expects approximately $24.9 billion in proceeds before expenses when it settles the agreements. The company expects to complete the common stock offering on October 29, subject to customary closing conditions, and plans to settle the forward sale agreements by November 19, 2027. Underwriters also hold an option to purchase an additional $3.75 billion in shares, equivalent to 6 million more shares at the $625 offering price, which could lift the offering's proceeds to approximately $28.7 billion. Because the initial sales are made by the banks rather than by Meta, the capital reaches the company's balance sheet only at settlement, which can occur at any point up to that November 19, 2027 deadline.

Preferred Offering Priced at $12.5 Billion With 6.50% Dividend

Alongside the common stock sale, Meta priced 250 million Series A depositary shares at $50 each. Each depositary share represents a one-twentieth interest in a newly issued mandatory convertible preferred share, bringing the preferred component to $12.5 billion in additional financing designated for general corporate purposes.

The preferred securities carry a 6.50% annual dividend, with quarterly payments beginning February 15, 2027. Meta may distribute the dividends in cash, in common shares, or in a combination of the two, subject to applicable conditions; any dividends settled in shares would add to the outstanding share count on top of the eventual conversion. The preferred stock is scheduled to convert automatically into common shares around August 15, 2029, with each preferred share converting into between 1.3620 and 1.6000 common shares, depending on the applicable market price. In share-count terms, the 250 million depositary shares correspond to 12.5 million preferred shares, so the stated conversion range works out to approximately 17.0 million to 20.0 million additional common shares. Meta has applied to list the depositary shares on Nasdaq under the symbol METAM. Underwriters can purchase a further 37.5 million depositary shares, potentially increasing net proceeds from the preferred offering to approximately $14.3 billion.

Stock Decline Accompanies Expanded Financing Plans

The announcement adds a substantial capital transaction alongside Meta's existing operations and technology investments. The company operates Facebook, Instagram, WhatsApp and other digital platforms as it continues expanding its artificial intelligence infrastructure, and it plans to direct proceeds from both offerings toward general corporate purposes. Meta shares trade on the Nasdaq exchange under the ticker META.

The forward sale structure allows Meta to arrange share sales through financial institutions now while receiving the financing at a later date. Settlement of the agreements will require delivery of shares, which could increase the company's outstanding share count. The preferred securities likewise introduce dividend obligations and the prospect of additional common shares once their scheduled conversion takes place. Splitting the raise between common stock and a mandatory convertible preferred instrument also pairs two components with different timelines, dividend obligations and conversion mechanics.

Meta expects both offerings to close independently, meaning completion of one transaction is not a condition for the other. Morgan Stanley and Goldman Sachs are leading the underwriting, alongside several additional financial institutions. Taken together, the transactions establish a $37.5 billion base offering, with the underwriter options capable of increasing the total size further. The schedule leaves several observable milestones: the expected October 29 close of the common stock offering, the pending Nasdaq listing application for the METAM depositary shares, the first quarterly preferred dividend on February 15, 2027, forward sale settlement by November 19, 2027, and the mandatory conversion around August 15, 2029. Full exercise of the underwriter options would take combined proceeds from the $37.5 billion base to approximately $43.0 billion.