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我们正在发行 250,000,000 份 A 系列存托股份（“A 系列存托股份”），每份代表我们面值为每股 $0.000006 的 6.50% A 系列强制转换优先股（“A 系列强制转换优先股”）的 1/20 权益。A 系列强制转换优先股将根据存托协议存入 Computershare Trust Company, N.A. 和 Computershare Inc.（作为联合银行存托机构（“银行存托机构”））。A 系列存托股份持有人将按比例享有 A 系列强制转换优先股相关权利和优先权的部分权益，包括转换权、股息权、清算权和投票权，但须遵守该存托协议的规定。

A 系列强制转换优先股的股息最初将按累计方式支付，支付时间、是否支付及支付金额均由我们的董事会或董事会授权委员会宣布；年股息率为清算优先金额每股 $1,000 的 6.50%。我们可在每年 2 月 15 日、5 月 15 日、8 月 15 日和 11 月 15 日，以现金，或在符合某些限制的前提下以我们的面值为每股 $0.000006 的 A 类普通股（“A 类普通股”），或以现金和 A 类普通股的任意组合支付已宣布的股息；支付期自 2027 年 2 月 15 日（含当日）开始，至 2029 年 8 月 15 日（含当日）结束。在 C 类股息触发日（定义见本文）之后，任何已宣布的股息均可以现金，或在符合某些限制的前提下以我们的 C 类普通股（定义见下文），或以现金和 C 类普通股的任意组合支付。

我们每股A系列强制转换优先股的清算优先权为$1,000（相应地，每股A系列存托股代表$50的清算优先权）。除非提前转换，否则每股A系列强制转换优先股将在最终平均期（定义见下文）最后一个交易日之后紧接着的第二个营业日自动转换为1.3620至1.6000股A类普通股，但须进行反稀释调整；但前提是，如果发生C类触发事件（定义见本文），除非提前转换，否则每股A系列强制转换优先股将在最终平均期最后一个交易日之后紧接着的第二个营业日自动转换为数量不低于当时适用的最低转换率且不高于当时适用的最高转换率（各自定义见本文）的C类普通股。此类转换后可发行的A类普通股或C类普通股（视情况而定）的数量，将根据自2029年8月15日前第21个预定交易日起（含该日）开始的20个交易日期间内A类普通股或C类普通股（视情况而定）的平均VWAP（定义见本文）确定，我们在本文中将该期间称为“最终平均期”。自C类股息触发日（定义见本文）之后紧接着的第50个交易日起至2029年8月15日之前的任何时间，20股A系列存托股的持有人可促使银行存托机构代表该持有人将一股A系列强制转换优先股转换为数量等于当时适用的最低转换率的C类普通股。如果20股A系列存托股的持有人促使银行存托机构代表该持有人在与某一根本变更有关的根本变更参考日开始的指定期间内转换一股A系列强制转换优先股（如本文所述），转换率将在某些情况下进行调整，且该持有人还有权获得一笔补足股息金额（如本文所述）。

2026年10月21日，我们向特拉华州州务卿提交了一份修订并重述的公司注册证书（我们的“修订并重述的公司注册证书”）；该证书生效后，将设立一种名为C类普通股的新类别普通股，其条款载于我们的修订并重述的公司注册证书中，以及

经修订和重述的公司注册证书（我们的“C类普通股”，以及与A类普通股和B类普通股合称“普通股”）。\n经修订和重述的公司注册证书已提交，生效日期为2027年1月19日。此外，2026年10月19日，我们的董事会宣布，每股已发行A类普通股和B类普通股将获派一股我们的C类普通股（“已宣布的C类股息”），但以经修订和重述的公司注册证书生效为前提。已宣布的C类股息的登记日和支付日将由我们的董事会通过后续行动确定并批准。

在本次发行之前，A系列存托股份或A系列强制可转换优先股均不存在公开市场。我们拟申请将A系列存托股份在纳斯达克全球精选市场上市，股票代码为“METAM”。我们的A类普通股已在纳斯达克全球精选市场上市，股票代码为“META”。我们拟在C类普通股因C类股息而发行后，申请将其在纳斯达克全球精选市场上市。

请参阅本招股说明书补充文件S-16页起的“风险因素”，以及我们截至2025年12月31日财年的Form 10-K年度报告和截至2026年3月31日、6月30日及9月30日财季的Form 10-Q季度报告，了解在投资我们的A系列存托股份时应考虑的某些风险。

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	每股A系列存托股份(1)		总计
公开发行价(1)	$	50.00		$	12,500,000,000
承销折扣(1)(2)	$	0.1665		$	41,625,000
扣除费用前向Meta Platforms, Inc.募集的款项	$	49.8335		$	12,458,375,000

\n\n\n

(1)	假设承销商未行使下文所述购买额外A系列存托股份的超额配售选择权。

\n\n\n

(2)	有关应付给承销商的报酬说明，请参阅本招股说明书补充文件S-83页起标题为“承销”的章节。

我们已授予承销商一项为期30天的选择权，可按公开发行价减去承销折扣向我们购买最多37,500,000股额外A系列存托股份，仅用于弥补可能发生的超额配售。

美国证券交易委员会（“SEC”）或任何州证券委员会均未批准或否决我们的A系列存托股份，也未认定本招股说明书补充文件或随附的招股说明书准确或完整。任何相反陈述均属刑事犯罪。

我们敦促您在作出投资决定之前，仔细阅读本招股说明书补充文件及随附的招股说明书，其中描述了本次发行的条款。

预计 Series A 存托股份将于 2026 年 10 月 29 日交付并付款，该日期为 Series A 存托股份交易日后的第二个营业日（该结算周期称为“T+2”）。根据经修订的《1934 年证券交易法》（“《交易法》”）第 15c6-1 条，除非任何此类交易的各方明确另行约定，二级市场交易通常须在一个营业日内结算。因此，有意在结算日前一个营业日之前交易 Series A 存托股份的购买者，由于 Series A 存托股份最初将按 T+2 结算，必须在进行任何此类交易时指定其他结算周期，以避免结算失败。有意在结算日前一个营业日之前交易 Series A 存托股份的购买者应咨询自己的顾问。

联席簿记管理人

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Morgan Stanley		Goldman Sachs & Co. LLC

联席管理人

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Allen & Company LLC	BDT & MSD	Centerview Partners
Jefferies	Lazard	The Raine Group

本招股说明书补充文件日期为 2026 年 10 月 26 日。

我们目前有两类获准发行的股票：A 类普通股和面值为每股 $0.000006 的 B 类普通股（“B 类普通股”）。经修订及重述的公司注册证书生效后，我们将新增 C 类普通股这一获准发行的普通股类别；除投票权外，各类普通股持有人的权利将相同。经修订及重述的公司注册证书生效后，每股 A 类普通股将享有一票投票权，每股 B 类普通股将享有 10 票投票权，而每股 C 类普通股均无投票权，但经修订及重述的公司注册证书另有规定或适用法律另有要求的除外。

与本次发行同时，我们与 Morgan Stanley Capital Services LLC 和 Goldman Sachs & Co. LLC（“远期购买方”）分别签订了远期出售协议，涉及合计 40,000,000 股我们的 A 类普通股。根据这些远期出售协议，远期购买方或其各自的关联方正从第三方借入并向单独招股说明书补充文件中列明的承销商出售合计 40,000,000 股我们的 A 类普通股；该补充文件依据其发行上述 40,000,000 股我们的 A 类普通股（“同步发行”）。发生 C 类触发事件后，我们预计这些远期出售协议将同时涉及 A 类普通股和 C 类普通股；在某些情况下，我们有权通过仅交付 C 类普通股来结算全部远期出售协议。本次发行的完成不以同步发行的完成为条件，同步发行的完成也不以本次发行的完成为条件。我们预计不会从同步发行中出售的 A 类普通股最初获得任何收益。

我们拟将本次发行的净收益用于一般公司用途。


	页码
致投资者通知		S-ii
关于本招股说明书补充文件		S-iii
关于前瞻性陈述的警示声明		S-iv
概要		S-1
风险因素		S-16
募集资金用途		S-31
同步发行及远期出售交易		S-32
A 系列强制可转换优先股说明		S-33
A 系列存托股份说明		S-61
股本说明		S-69
美国联邦所得税事项		S-74
承销		S-82
以引用方式纳入某些信息		S-92
法律事项		S-93
专家		S-93

招股说明书


	页码

关于本招股说明书		ii
可在哪里获取更多信息		iii
前瞻性陈述		iv
公司		1
风险因素		2
募集资金用途		3
股本说明		4
存托股份说明		9
认股权证说明		12
购买合同说明		13
单位说明		14
分销计划		15
法律事项		17
专家		17

S-i

我们和承销商均未授权任何人向您提供本招股说明书补充文件、随附招股说明书或我们向美国证券交易委员会（“SEC”）提交的任何自由撰写招股说明书中所载或以引用方式并入其中的信息以外的任何信息。对于他人可能向您提供的任何信息，我们和承销商均不承担责任，也无法保证其可靠性。我们和承销商仅在允许要约和销售的地区发售 Series A 存托股份。您不应假定本招股说明书补充文件、随附招股说明书、任何自由撰写招股说明书或以引用方式并入本招股说明书补充文件或随附招股说明书的任何文件中所载信息在其各自日期以外的任何日期准确无误。自这些日期以来，我们的业务、财务状况、经营业绩、现金流和前景可能已经发生变化。

除非另有明确说明或上下文另有要求，本招股说明书中的“Meta”“公司”“我们”“我们的”均指特拉华州公司 Meta Platforms, Inc.，并在适当情况下包括其子公司。“Family”指我们的 Facebook、Instagram、Messenger 和 WhatsApp 产品。提及通过“web”或“website”访问 Meta 产品时，指通过个人电脑访问此类产品。提及通过“mobile”访问 Meta 产品时，指通过移动应用程序或我们网站的移动优化版本访问此类产品，无论是在手机还是平板电脑上。

Meta、Meta 标志、Meta Quest、Meta Horizon、Facebook、Instagram、WhatsApp、Reels，以及本招股说明书补充文件和随附招股说明书中包含或以引用方式并入的其他注册商标、普通法商标、服务标志或商号，均为 Meta Platforms, Inc. 或其关联公司的财产。本招股说明书补充文件和随附招股说明书中包含或以引用方式并入的其他商标、服务标志或商号，均为其各自所有者的财产。

S-ii

本文件分为两部分。第一部分为本招股说明书补充文件，介绍本次发行 Series A 存托股份的具体条款，并补充和更新随附招股说明书以及以引用方式并入本招股说明书补充文件和随附招股说明书的文件中的信息。第二部分为随附招股说明书，提供有关我们以及我们可能不时根据货架注册声明发行的证券的一般信息，其中部分信息可能不适用于本次 Series A 存托股份发行。如果随附招股说明书中对本次 Series A 存托股份发行的描述与本招股说明书补充文件中的描述不同，应以本招股说明书补充文件所载信息为准。

在决定是否投资本招股说明书补充文件所发行的 A 系列存托股份之前，您应阅读本招股说明书补充文件、随附的招股说明书、本文及其中以引用方式纳入的文件，以及与本次发行相关提供的任何自由书写招股说明书。

您不应将本招股说明书补充文件或随附的招股说明书中的任何信息视为投资、法律或税务建议。对于购买本招股说明书补充文件所发行的任何 A 系列存托股份，您应就法律、税务、商业、财务及相关事宜咨询自己的律师、会计师和其他顾问。

S-iii

本招股说明书补充文件和随附的招股说明书所载或以引用方式纳入其中的陈述，以及本文及其中以引用方式纳入的文件，包含根据《1995 年私人证券诉讼改革法案》安全港条款作出的“前瞻性陈述”。本招股说明书补充文件、随附的招股说明书以及本文及其中以引用方式纳入的文件所载的所有陈述，除历史事实陈述外，包括有关我们未来经营业绩和财务状况、业务战略和计划以及未来经营目标的陈述，均为前瞻性陈述。“相信”“可能”“将”“估计”“继续”“预期”“打算”“预计”等词语及类似表达旨在标识前瞻性陈述。

这些前瞻性陈述主要基于我们目前对未来事件和趋势的预期和预测，我们认为这些事件和趋势可能影响我们的财务状况、经营业绩、业务战略、短期和长期业务运营及目标，以及财务需求。这些前瞻性陈述受到多项风险、不确定性和假设的影响，包括我们最近一期 10-Q 表季度报告以及随后以引用方式纳入本文或随附招股说明书的任何 10-K 表年度报告、10-Q 表季度报告或 8-K 表当前报告中“风险因素”部分所述的风险、不确定性和假设。此外，我们所处的环境竞争十分激烈且变化迅速。新的风险不时出现。管理层无法预测所有风险，也无法评估所有因素对我们业务的影响，或评估任何因素或因素组合可能在多大程度上导致实际结果与我们可能作出的任何前瞻性陈述所述或暗示的结果存在重大差异。鉴于这些风险、不确定性和假设，未来事件和趋势可能不会发生，实际结果可能与前瞻性陈述中预期或暗示的结果存在重大不利差异。

除法律要求外，我们不承担修订这些前瞻性陈述或公开发布任何修订结果的义务。鉴于这些风险和不确定性，提醒读者不要过分依赖此类前瞻性陈述。

S-iv

本摘要重点介绍本招股说明书补充文件及随附招股说明书其他部分详细呈现的信息，或通过引用并入本文及其中的信息。本摘要并不完整，也未包含您在投资 A 系列存托股份前应考虑的所有信息。在投资 A 系列存托股份前，您应仔细阅读本招股说明书补充文件及随附招股说明书全文，包括通过引用并入的截至 2026 年 9 月 30 日季度的 Form 10-Q 季度报告以及其他并入文件中的信息，包括本文及此类并入文件中的“风险因素”，以及我们的合并财务报表。

我们的使命是打造人类连接的未来，以及让这一切成为可能的技术。

我们的产品让人们能够通过移动设备、个人电脑、虚拟现实（“VR”）头显和 AI 眼镜进行连接和分享。我们正在创新人工智能（“AI”）技术，在我们的应用家族和新平台上打造变革性体验与能力，并推进我们的愿景：为每个人提供个人超级智能。

我们打造帮助人们连接和分享、寻找并建立社群以及发展业务的技术。\n我们还帮助人们发现和了解周围世界正在发生的事情，让人们能够与受众分享自己的经历、想法、照片、视频和其他内容——受众范围从最亲近的家人和朋友到公众，并通过使用我们的产品随时保持联系。我们的愿景并不围绕任何单一产品，而是着眼于由 AI 驱动的完整体验、设备和新技术生态系统。2004 年 Facebook 推出时，改变了人们相互连接的方式。Messenger、Instagram、WhatsApp 和 Threads 等应用进一步赋能了全球数十亿人。如今，Meta 正在构建社交技术的下一个演进阶段——沉浸式、赋能型和智能化的体验，例如 AI、Meta Glasses 和虚拟现实；这一切都植根于一个信念：未来属于每一个人。

在各项工作中，我们不断创新，打造新体验，让我们的平台更具社交性、更实用、更沉浸。我们的 AI 投资支持各项产品和服务举措，为应用中内容排序的系统、推荐相关内容的发现引擎、广告主触达客户所用的工具、新型生成式 AI 体验的开发，以及提高产品开发效率和生产力的工具提供支持。我们还在努力开发新一代 AI 模型，并推进构建超级智能的愿景；我们将超级智能定义为超越人类智能的 AI。尽管很难准确预测何时能够实现超级智能，我们现在就进行投资，因为我们相信这有望开启个人赋能的新时代，让人们能够引导超级智能服务于自己生活中重视的事物。

我们报告两个业务部门的财务业绩：应用家族（“FoA”）和 Reality Labs（“RL”）。目前，我们几乎所有收入都来自向营销人员出售应用家族中的广告版位，这部分收入计入 FoA。我们平台上的广告让营销人员能够根据各种营销目标触达用户，例如获取潜在客户或提高知名度。营销人员购买的广告可以出现在多个位置，包括 Facebook、Instagram、Messenger、Threads 和 WhatsApp，以及第三方应用和网站。RL 的收入来自消费硬件产品、软件和内容的销售。

应用家族产品

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Facebook。Facebook 助力人们建设社群，让世界更加紧密相连。这是人们分享生活点滴、讨论时事、培育并

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WhatsApp。WhatsApp 是一款简单、可靠且安全的消息应用，世界各地的人们和企业都用它以私密方式进行沟通和交易。我们在 WhatsApp 中推出了 WhatsApp Channels，这是一项一对多的广播服务，旨在帮助人们关注对自己重要的人士和组织发布的信息。

Reality Labs 产品

Reality Labs 的许多投资都投向长期、前沿的研究与产品开发，这些产品目前尚未上市，可能要到未来十年才能充分实现。这包括探索 AI 和硬件领域的创新，助力打造新一代交互界面。近期，我们将继续开发产品和体验，帮助人们随时随地感受到彼此相连。

我们目前的 VR 产品包括 Meta Quest 设备，以及通过 Meta Horizon Store 提供的软件和内容。这些产品支持各种社交体验，让人们能够跨越物理距离，在游戏、健身、娱乐等活动中互动。为推动 VR 的普及和接受度，我们通过 Meta Quest 设备推出了透视功能，让用户在体验 VR 的沉浸感和临场感的同时，仍能感知现实世界。

我们的可穿戴设备业务包括 AI 眼镜和长期 AR 计划。目前的 AI 眼镜包括 Meta Glasses、Ray-Ban Meta 眼镜和 Oakley Meta 眼镜，配备 Meta AI（我们的先进对话式助手）以及免提交互等其他功能。在持续推进 AR 眼镜上市的长期努力中，我们还于 2024 年发布了 Orion 原型，这是一款真正的 AR 眼镜，可将内容叠加在现实世界之上。它采用眼镜形态，佩戴舒适，并拥有行业领先的视场角。2025 年，我们推出了 Meta Ray-Ban Display，将 AI 眼镜与集成在镜片中的显示屏相结合。产品还配有 Meta Neural Band，这是一款佩戴在手腕上的可穿戴设备，利用肌电图让人们通过神经肌肉信号控制 AI 眼镜。

我们是一家特拉华州公司。我们的主要行政办公室位于加利福尼亚州门洛帕克市 Meta Way 1 号，邮编 94025，电话号码为 (650) 543-4800。我们的 A 类普通股在纳斯达克全球精选市场（“Nasdaq”）交易，股票代码为“META”。我们拟在发行 C 类普通股后申请在 Nasdaq 上市。

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2026 年 10 月 19 日，经由无利害关系且独立的董事组成的特别委员会一致建议，我们的董事会批准并认定对经修订及重述的公司注册证书进行修订和重述（经如此修订和重述后称为“经修订及重述的公司注册证书”）是可取的，并建议通过该修订和重述，以调整我们的资本结构，设立一种新的股本类别，即 C 类普通股。2026 年 10 月 20 日，持有我们已发行股本多数表决权的股东（包括作为单独类别投票的已发行 B 类普通股多数持有人）通过书面同意批准了经修订及重述的公司注册证书。我们于 2026 年 10 月 21 日向特拉华州州务卿提交了经修订及重述的公司注册证书，该证书的生效日期为 2027 年 1 月 19 日。

此外，2026 年 10 月 19 日，我们的董事会宣布派发股息：每持有一股已发行 A 类普通股或 B 类普通股，即可获派一股 C 类普通股（“已宣布的 C 类股息”），该股息以经修订及重述的公司注册证书生效为条件。已宣布的 C 类股息的登记日和支付日将由我们的董事会后续确定并批准。

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250,000,000 股 A 系列存托股份，每股代表我们一股 A 系列强制可转换优先股的 1/20 权益。每股 A 系列存托股份的持有人通过银行存托机构，按比例享有该 A 系列强制可转换优先股的零碎权益所附带的权利和优先权，包括转换、股息、清算及投票权，但须遵守存托协议的条款。

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承销商购买额外 A 系列存托股份的选择权

我们已授予承销商一项为期 30 天的选择权，可按公开发行价格（扣除承销折扣）购买最多 37,500,000 股额外 A 系列存托股份，仅用于弥补超额配售（如有）。

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公开发行价格

每股 A 系列存托股份 50 美元

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清算优先权

我们每股 A 系列强制可转换优先股 1,000 美元（相当于每股 A 系列存托股份 50 美元）。

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C 类触发事件

若我们于 2029 年 4 月 15 日或之前，就 C 类股息发行 C 类普通股，且该等股份获准在 Nasdaq Global Select Market、Nasdaq Global Market 或 New York Stock Exchange 上市（以正式发行通知为准），则视为发生“C 类触发事件”。

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C 类股息

“C 类股息”指 (x) 已宣告的 C 类股息，或 (y) 将每一股已发行 A 类普通股重新分类或资本重组（在每种情况下，均非通过合并进行），使其变为一股 A 类普通股及一股 C 类普通股，且该重新分类或资本重组在经济效果上等同于已宣告的 C 类股息。

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C 类股息触发日

(i) C 类触发事件发生之日与 (ii) A 系列强制可转换优先股最后一次首次发行日一周年之日，两者中较晚者。

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股息	每年按我们每股 A 系列强制可转换优先股 1,000 美元清算优先权的 6.50% 计算。股息自初始发行日（定义如下）起累积；在法律允许我们支付股息且董事会或其授权委员会宣布就我们的 A 系列强制可转换优先股支付股息的范围内，

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优先股方面，我们最初将以现金支付此类股息，或在符合某些限制的前提下，按照董事会（或其授权委员会）的全权酌情决定，以交付A类普通股的方式支付，或以现金和A类普通股相结合的方式支付；但前提是，任何未支付的股息将继续累积。已宣派的股息将于股息支付日（如下所述）支付给紧接相关股息支付日之前的2月 1日、5月 1日、8月 1日或11月 1日（视情况而定）登记在册的持有人（各称“登记日”），无论该等持有人是否在登记日之后且在紧随其后的股息支付日当日或之前转换其A系列存托股，或该等A系列存托股是否被自动转换。预计首个股息支付日应付的股息约为每股A系列强制可转换优先股19.1389美元（相当于每股A系列存托股0.9569美元）。预计此后每次股息为每股A系列强制可转换优先股16.2500美元（相当于每股A系列存托股0.8125美元）。参见标题为“ A系列强制可转换优先股说明—股息”的章节。

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如果我们选择以A类普通股支付已宣派股息的任何款项或其任何部分，则为此目的，此类股份的估值应为相关股息支付日之前第二个交易日当日及之前连续五个交易日内A类普通股每股平均VWAP（定义见标题为“A系列强制可转换优先股说明—定义”的章节）乘以97%（“五日平均价格”）。尽管有上述规定，与任何已宣派股息相关交付的A类普通股股数在任何情况下均不得超过以下数额：我们选择以交付A类普通股而非支付现金方式支付的已宣派股息金额除以218.75美元；该金额相当于初始价格（定义见下文）的35%，并须按照与每一固定转换率任何调整成反比的方式进行调整（该美元金额经调整后称为“底价”）。如果我们选择以交付A类普通股而非支付现金方式支付的已宣派股息金额超过与该已宣派股息相关交付的A类普通股股数乘以五日平均价格的97%，则在法律允许的情况下，即使我们发出相反通知，我们仍将以现金支付该超出部分。

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“初始价格”等于1,000美元除以最高转换率（定义见下文），四舍五入至最接近的0.0001美元；初始价格最初等于与本次发行同时向远期购买方签订的远期出售协议所涉A类普通股的每股公开发行价格。

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尽管有上述规定，在 Class C 股息触发日之后，我们将以现金支付 Series A 强制可转换优先股的股息；或者，在某些限制条件下，根据董事会（或其授权委员会）的全权酌情决定，以交付 Class C 普通股的方式支付，或以现金和 Class C 普通股相结合的方式支付。为此，Class C 普通股的估值方式将类似于紧接前面第二段所述的方法。参见标题为“Series A 强制可转换优先股说明——股息”的章节。

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股息支付日

每年的 February 15、May 15、August 15 和 November 15，自 2027 年 February 15 起（含当日）至 2029 年 August 15 止（含当日）。如果股息支付日不是营业日，则将在下一个营业日支付，且不会因该延迟而计提利息或支付其他利息补偿。

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不可赎回	我们不得赎回 Series A 强制可转换优先股或 Series A 存托股。不过，我们可自行选择不时在公开市场、通过要约收购、交换要约或其他方式购买 Series A 强制可转换优先股或 Series A 存托股。

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强制转换日

最终平均期（定义见下文）最后一个交易日之后的第二个营业日。预计强制转换日为 2029 年 August 15。

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强制转换	在强制转换日，除非此前已转换，我们每股发行在外的 Series A 强制可转换优先股将自动转换为一定数量的 Class A 普通股，数量等于下文所述的转换率；每股 Series A 存托股将自动转换为一定数量的 Class A 普通股，数量等于该等 Class A 普通股的相应零碎权益。\n

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如果我们宣布支付截至 2029 年 August 15 的股息期的股息，我们将按上述说明向截至 2029 年 August 1 登记在册的持有人支付该股息。如果截至 2029 年 August 1（含当日），我们尚未宣布支付 Series A 强制可转换优先股全部或任何部分累计未付股息，则转换率将进行调整，使持有人额外获得一定数量的 Class A 普通股，该数量等于尚未宣布支付的累计未付股息金额（“额外转换金额”），除以以下两者中的较大者：(i) 底价；及 (ii) 五日平均价格的 97%（计算时视适用股息支付日为 2029 年 August 15）。在额外转换金额超过额外股份数量与该五日平均价格 97% 的乘积的范围内，如果法律允许，我们将以现金支付该超额金额。

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尽管有上述规定，在发生 C 类触发事件后，除非此前已转换，我们每股尚未发行的 A 系列强制可转换优先股将在最终平均期最后一个交易日之后的第二个营业日自动转换为一定数量的 C 类普通股，该数量等于下文所述的转换率；每股 A 系列存托股将自动转换为一定数量的 C 类普通股，该数量等于该等 C 类普通股的按比例零碎权益。A 系列强制可转换优先股持有人可能会收到额外数量的 C 类普通股，以计入任何额外转换金额，该等 C 类普通股的估值方式与前一段所述方法类似。参见题为“ A 系列强制可转换优先股说明——强制转换”的章节。

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转换率	在强制转换日转换时，我们每股 A 系列强制可转换优先股的转换率将不高于 1.6000 股且不低于 1.3620 股 A 类普通股（分别称为“最高转换率”和“最低转换率”），具体取决于我们 A 类普通股的适用市值，详见下文，并受某些反稀释调整的约束。相应地，每股 A 系列存托股的转换率将不高于 0.0800 股且不低于 0.0681 股 A 类普通股。

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我们 A 类普通股的“适用市值”是最终平均期内我们 A 类普通股每股 VWAP 的平均值。“最终平均期”是从 2029 年 8 月 15 日前的第 21 个预定交易日开始（包括该日）的连续 20 个交易日。转换率将按题为“ A 系列强制可转换优先股说明——强制转换”的章节所述方式计算。

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下表说明了我们每股 A 系列强制可转换优先股的转换率，但须受某些反稀释调整的约束。

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				\n 我们普通股的适用市值 A 类普通股		\n 每股 A 系列强制可转换优先股的转换率
				高于门槛升值价格（定义见下文）		1.3620 股 A 类普通股

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下表列示了每份 A 系列存托股的转换率，但须作出某些反稀释调整：

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				\n 我们 A 类普通股的适用市值		\n 每份 A 系列存托股的转换率
				高于门槛升值价格		0.0681 股 A 类普通股

				等于或低于门槛升值价格，但大于或等于初始价格		介于 0.0681 股和 0.0800 股 A 类普通股之间，计算方法为用 $50 除以适用市值

				低于初始价格		0.0800 股 A 类普通股

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“门槛升值价格”等于 $1,000 除以最低转换率，四舍五入至最接近的 $0.0001，代表相对于初始价格约 17.5% 的升值。\n

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尽管有上述规定，在发生 C 类触发事件后，并于强制转换日进行转换时，我们每股 A 系列强制可转换优先股的转换率将为一定数量的 C 类普通股，不高于当时的最高转换率且不低于当时的最低转换率，具体取决于 C 类普通股的适用市值。发生 C 类触发事件后，将按照“ A 系列强制可转换优先股说明——反稀释调整”一节第 (7) 条所述方式调整最高转换率和最低转换率，以反映 C 类触发事件。

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持有人选择转换

除基本变更转换期（定义如下）内之外，在 C 类股息触发日后第 50 个交易日（含当日）起至 2029 年 8 月 15 日之前的任何时间，A 系列强制可转换优先股持有人可选择将其持有的全部或部分 A 系列强制可转换优先股转换为按当时有效的

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\n最低转换率对应数量的 C 类普通股，详情见“ A 系列强制可转换优先股说明——持有人选择转换”一节。初始最低转换率须作出某些反稀释调整，包括按照“ A 系列强制可转换优先股说明——反稀释调整”一节第 (7) 条所述调整，以反映 C 类触发事件。由于每份 A 系列存托股代表我们一股 A 系列强制可转换优先股的 1/20 零碎权益，A 系列存托股持有人仅可按每批 20 份 A 系列存托股进行转换。

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如果截至任何提前转换（“提前转换日”）的生效日期，我们尚未宣布支付截至紧接该提前转换日前一个股息支付日或之前的所有完整股息期间所累积且未支付的全部或任何部分股息，则转换率将作出调整，使转换持有人额外获得一定数量的C类普通股，该数量等于这些完整股息期间尚未宣布的累积且未支付股息金额（“提前转换额外转换金额）除以以下两者中的较大者：(i) 底价；以及(ii) 截至提前转换日前第二个交易日（含该日）的连续20个交易日期间内，我们C类普通股每股VWAP的平均值（“提前转换平均价格”）。若提前转换额外转换金额超过该额外股份数量与提前转换平均价格的乘积，我们没有义务以现金支付差额。

\n\n\n

持有人选择在发生根本性变更时转换；根本性变更股息补足金额

如果在2029年8月15日或之前发生根本性变更（定义见标题为“Series A强制可转换优先股说明——持有人选择在发生根本性变更时转换；根本性变更股息补足金额”的章节），Series A强制可转换优先股持有人有权在相关根本性变更参考日（定义见本文）起至（含）以下较早日期止的期间内，将其Series A强制可转换优先股全部或部分转换为：(i) 若C类触发事件已于相关根本性变更参考日当日或之前发生，则转换为C类普通股；或(ii) 若C类触发事件未于相关根本性变更参考日当日或之前发生，则转换为A类普通股；两种情况下均按适用的“根本性变更转换率”转换；该期间始于相关根本性变更参考日（含该日），止于以下较早者：(a) 相关根本性变更参考日后20个日历日之日（或，对于根本性变更参考日……

S-9

发生在根本性变更生效日（即持有人收到该根本性变更通知后第 20 个日历日）以及 (b) 2029 年 8 月 15 日。为免生疑，前一句所述期间不得在晚于 2029 年 8 月 15 日的日期结束。根本性变更转换率将根据根本性变更的生效日，以及在该根本性变更中每股 (i) 我们的 C 类普通股（若 C 类触发事件已于根本性变更生效日当日或之前发生）或 (ii) 我们的 A 类普通股（若 C 类触发事件截至该生效日尚未发生）的支付价格（或视为支付的价格）确定。在该期间内转换我们 A 系列强制可转换优先股的持有人还将获得：(1) “根本性变更股息补足金额”，其金额等于截至相关根本性变更参考日（按年利率 4.75% 的折现率计算）的该等股份所有股息支付的现值（不包括相关根本性变更参考日之前任何股息期的累计未付股息，包括从紧接该根本性变更参考日之前的股息支付日起（含该日）至该根本性变更参考日（不含该日）的部分股息期（如有）的股息（统称“累计股息金额”）），涵盖所有剩余完整股息期，以及从该根本性变更参考日起（含该日）至下一股息支付日（不含该日）的部分股息期；以及 (2) 若存在任何累计股息金额，则支付该累计股息金额（第 (1) 和 (2) 项合称“股息补足金额”）。就第 (1) 和 (2) 项而言，我们有权交付 (i) 我们的 C 类普通股（若 C 类触发事件已于相关根本性变更参考日当日或之前发生）或 (ii) 我们的 A 类普通股（若 C 类触发事件截至相关根本性变更参考日尚未发生），以代替全部或部分该等股息补足金额；但前提是，若该根本性变更参考日或转换日发生在已宣派股息的登记日之后且不晚于下一股息支付日，则该股息将在该股息支付日支付给登记日的持有人，该股息不计入累计股息金额，且根本性变更股息补足金额不包括该股息支付额的现值。由于每份 A 系列存托股份代表我们一股 A 系列强制可转换优先股的 1/20 部分权益，A 系列存托股份持有人在根本性变更时仅可按每批 20 份转换其 A 系列存托股份。就任何根本性变更而言，“根本性变更参考日”指：(i) 若该根本性变更生效日早于 A 系列强制可转换优先股首次发行最后一日的首个周年日，则“

S-10

如果在某项基本面变更的基本面变更参考日当日或之前未发生 C 类触发事件，我们可选择以 A 类普通股支付与该基本面变更相关的任何补足股息金额，或其中任何部分，该等股份在此目的下应按补足股息估值价格（定义如下）计值。尽管有上述规定，我们交付以代替现金支付全部或部分补足股息金额的 A 类普通股股数，在任何情况下均不得超过以下数值：以 A 类普通股交付的补足股息金额部分除以 (i) 底价和 (ii) 基本面变更股息估值价格两者中的较高者。如果我们选择以交付 A 类普通股代替现金支付补足股息金额的某一部分，而该部分金额超过就该部分补足股息金额交付的 A 类普通股股数与补足股息估值价格的乘积，则在法律允许的情况下，即使我们另有通知，我们仍将以现金支付该超出金额。“补足股息估值价格”指：(i) 如果基本面变更的生效日期早于 A 系列强制可转换优先股原始发行日期最后一天的第一个周年日，则为紧接相关转换日期前第二个交易日当日及之前连续五个交易日期间，本公司 A 类普通股每股 VWAP 的平均值的 97%；以及 (ii) 在所有其他情况下，为基本面变更中本公司 A 类普通股每股支付（或视为支付）的价格的 97%；但在发生 C 类触发事件后，上述定义中对“A 类普通股”的提述应视为对“C 类普通股”的提述。\n

\n\n\n

如果在某项基本面变更的基本面变更参考日当日或之前已发生 C 类触发事件，我们可选择以 C 类普通股支付与该基本面变更相关的任何补足股息金额，或其中任何部分。该等股份在此目的下应按补足股息估值价格计值，且紧接前述段落第二句和第三句所述条款应以相同方式适用，犹如其中对 A 类普通股的提述均替换为对 C 类普通股的提述。

此外，如果我们被禁止支付或交付（视情况而定）补足股息金额（无论以现金，还是在适用情况下以 A 类普通股或 C 类

S-11

\nCommon Stock), in whole or in part, due to limitations of applicable Delaware law, the conversion rate will instead be increased by a number of shares of Class A Common Stock or Class C\nCommon Stock, as the case may be, equal to the cash amount of the aggregate unpaid and undelivered make-whole dividend amount, divided by the greater of (i) the floor price and (ii) the make-whole dividend valuation price. To the\nextent that the cash amount of the aggregate unpaid and undelivered make-whole dividend amount exceeds the product of such number of additional shares and the make-whole dividend valuation price, we will not have any obligation to pay the shortfall\nin cash.

\n\n\n

See the section titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole\nAmount.”

\n\n\n

Anti-dilution adjustments

The conversion rate may be adjusted in the event of, among other things: (1) stock dividends or distributions; (2) certain distributions to holders of our Class A Common Stock of rights or warrants to purchase our Class A\nCommon Stock; (3) subdivisions or combinations of our Class A Common Stock; (4) certain distributions to holders of our Class A Common Stock of evidences of our indebtedness, shares of capital stock, securities, rights to acquire\nour capital stock, cash or other assets, including by spin-off; (5) certain distributions to holders of our Class A Common Stock of cash in excess of the initial dividend threshold (as defined\nherein); (6) certain tender or exchange offers by us or one of our subsidiaries for our Class A Common Stock and (7) the Class C Trigger Event, in each case subject to certain exceptions. Following the occurrence of the Class C\nTrigger Event, the references to “Class A Common Stock” in the immediately preceding sentence will be deemed to be references to “Class C Common Stock.” See the section titled “Description of Series A\nMandatory Convertible Preferred Stock—Anti-dilution Adjustments.”

\n\n\n

Voting rights

Except as specifically required by Delaware law or our certificate of incorporation as in effect from time to time, which will include the certificate of designations for the Series A Mandatory Convertible Preferred Stock, the holders of\nSeries A Mandatory Convertible Preferred Stock will have no voting rights.

\n\n\n

Whenever dividends on shares of Series A Mandatory Convertible Preferred Stock have not been declared and paid for six or\nmore dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, February 15, 2027), whether or not consecutive, the holders of the Series A\nMandatory Convertible Preferred Stock, voting together as a single class with holders of all other preferred stock of equal rank having similar voting rights, will be entitled at our next special or annual meeting of shareholders to vote for the\nelection

S-12

\n\n\n

\nof a total of two additional members of our board of directors, subject to certain limitations.

\n\n\n

We will not, without the affirmative vote or consent of holders of at least two-thirds of the outstanding shares of Series A Mandatory Convertible Preferred Stock (voting\ntogether as a single class with holders of other series of voting preferred stock then outstanding solely in the case of clause (1)), (1) authorize or create, or increase the authorized amount of, any senior stock (as defined below); (2) amend,\nalter or repeal the provisions of our certificate of incorporation as then in effect so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Mandatory Convertible Preferred Stock; or\n(3) consummate a binding share exchange or reclassification involving shares of Series A Mandatory Convertible Preferred Stock or a merger or consolidation of us with another entity unless the Series A Mandatory Convertible Preferred\nStock remains outstanding or is replaced by preference securities, in each case, with terms no less favorable to holders in any material respect, subject to certain exceptions.

\n\n\n

See the sections titled “Description of Series A Mandatory Convertible Preferred Stock—Voting Rights” and “Description of Series A Depositary Shares—Voting the Series A\nMandatory Convertible Preferred Stock.”

\n\n\n

Ranking

The Series A Mandatory Convertible Preferred Stock will rank with respect to dividend rights and/or rights upon our liquidation, winding-up or dissolution, as applicable:

\n\n\n\n\n

•

senior to (i) our Class A Common Stock, our Class B Common Stock and, if issued, our Class C\nCommon Stock and (ii) each other class or series of capital stock issued after the original issue date of the Series A Mandatory Convertible Preferred Stock (which we refer to as the “initial issue date”) the terms of which do\nnot expressly provide that such capital stock ranks either (x) senior to the Series A Mandatory Convertible Preferred Stock as to dividend rights or rights upon our liquidation, winding-up or\ndissolution or (y) on a parity with the Series A Mandatory Convertible Preferred Stock as to dividend rights and rights upon our liquidation, winding-up or dissolution (which we refer to collectively\nas “junior stock”);

\n\n\n\n\n

•

on a parity with any class or series of capital stock issued after the initial issue date the terms of which\nexpressly provide that such capital stock will rank on a parity with the Series A Mandatory Convertible Preferred Stock as to dividend rights and rights upon our liquidation, winding-up or dissolution\n(which we refer to collectively as “parity stock”);

\n\n\n\n\n

•

junior to each class or series of capital stock issued after the initial issue date the terms of which expressly\nprovide that such capital stock will rank senior to the Series A Mandatory Convertible Preferred Stock as to dividend rights or rights upon

S-13

\n\n\n

\nour liquidation, winding-up or dissolution (which we refer to collectively as “senior stock”); and

\n\n\n\n\n

•

junior to our existing and future indebtedness.

\n\n\n

In addition, the Series A Mandatory Convertible Preferred Stock, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution, will be\nstructurally subordinated to existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties.

\n\n\n

As of September 30, 2026, our total consolidated indebtedness was $83.7 billion.

\n\n\n

Use of proceeds

We expect the net proceeds from this offering to be approximately $12.5 billion (or approximately $14.3 billion if the underwriters exercise in full their over-allotment option to purchase additional Series A Depositary Shares) after\ndeducting the underwriting discounts and our estimated offering expenses totaling approximately $4 million.

\n\n\n

We intend to use the net proceeds from this offering for general corporate purposes.

\n\n\n

U.S. Federal Income Tax Considerations

The U.S. federal income tax considerations of owning and disposing of the Series A Depositary Shares and any Class A Common Stock or Class C Common Stock, as the case may be, received upon conversion are described under the\nsection titled “U.S. Federal Income Tax Considerations.”

\n\n\n

Concurrent offering

Concurrently with this offering, we entered into forward sale agreements with each of Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC (the “forward purchasers”) with respect to an aggregate of 40,000,000\nshares of our Class A Common Stock. In connection with these forward sale agreements, the forward purchasers or their respective affiliates are borrowing from third parties and selling an aggregate of 40,000,000 shares of our Class A\nCommon Stock to the underwriters named in the separate prospectus supplement pursuant to which such 40,000,000 shares of our Class A Common Stock are being offered (the “concurrent offering”). Upon the occurrence of the Class C\nTrigger Event, we expect that these forward sale agreements will reference both the Class A Common Stock and the Class C Common Stock and, in certain circumstances, we will have the ability to settle all of the forward sale agreements\nthrough the delivery of only shares of Class C Common Stock. The completion of this offering is not contingent on the completion of the concurrent offering, and the completion of the concurrent offering is not contingent on the completion of\nthis offering. We do not expect to initially receive any proceeds from the sale of our Class A Common Stock sold in the concurrent offering.

\n\n\n

See the section titled “Concurrent Offering and Forward Sale Transactions.”

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\n\n\n

Transfer agent and registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for the Series A Mandatory Convertible Preferred Stock, our Class A Common Stock and, if issued, our Class C Common Stock.

\n\n\n

Listing

We intend to apply to list the Series A Depositary Shares on the Nasdaq Global Select Market under the symbol “METAM.” No assurance can be given that our Series A Depositary Shares will be listed or that any such\napplication for listing will be approved. Listing the Series A Depositary Shares on the Nasdaq Global Select Market does not guarantee that a trading market will develop or, if a trading market does develop, the depth of that market or the\nability of holders to sell their Series A Depositary Shares easily. Our Class A Common Stock is listed on the Nasdaq Global Select Market under the symbol “META.” We intend to apply to list the Class C Common Stock to be\nissued as a result of the Class C Dividend on the Nasdaq Global Select Market.

\n\n\n

Risk factors

Investing in the Series A Depositary Shares involves risks. See the section titled “Risk Factors” beginning on page S-16 of this prospectus supplement and other information included or\nincorporated by reference in the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in the Series A Depositary Shares.

Unless otherwise indicated, all applicable share, per share and related information in this prospectus supplement is based on\n2,214 million shares of Class A Common Stock and 342 million shares of Class B Common Stock outstanding as of September 30, 2026, and excludes, in each case as of such date:

\n\n\n\n\n

•

154 million shares of Class A Common Stock subject to outstanding restricted stock unit awards or stock\noptions;

\n\n\n\n\n

•

445 million shares of Class A Common Stock reserved for issuance under our equity incentive plan; and\n

\n\n\n\n\n

•

any shares of Class A Common Stock issuable upon conversion of Series A Depositary Shares that may be\nissued in this offering (including any Series A Depositary Shares that the underwriters may purchase pursuant to their over-allotment option to purchase up to 37,500,000 additional Series A Depositary Shares)

S-15

RISK FACTORS

An investment in our Series A Depositary Shares involves certain risks. You should carefully consider the risk factors described under\n“Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, as well as the other information included or incorporated by reference in this prospectus\nsupplement and the accompanying prospectus, before making an investment decision. Additional risks and uncertainties not now known to us or that we now deem immaterial may also adversely affect our business or financial performance. Our business,\nfinancial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The market or trading price of our Series A Depositary Shares could decline due to any of these risks or other factors, and\nyou may lose all or part of your investment.

Risks Related to this Offering and Series A Depositary Shares and the Series A Mandatory\nConvertible Preferred Stock

We have broad discretion in the use of the net proceeds from this offering, if completed, and in the\nuse of the net proceeds upon settlement of the forward sale agreements.

We expect the net proceeds to us from this offering to be\napproximately $12.5 billion (or approximately $14.3 billion if the underwriters exercise in full their over-allotment option to purchase additional Series A Depositary Shares from us) after deducting the underwriting discounts and estimated\noffering expenses payable by us.

At an initial forward price of $622.91875 per share (which is the price at which the underwriters of the\nconcurrent offering have agreed to buy the shares of Class A Common Stock offered thereby), we expect to receive net proceeds, before expenses, of approximately $24.9 billion (or approximately $28.7 billion if the underwriters of the concurrent\noffering exercise in full their option to purchase additional shares of Class A Common Stock), subject to the price adjustment and other provisions of the forward sale agreements, in the event of settlement of the forward sale agreements, which\nwe expect to occur on or prior to November 19, 2027. See “Concurrent Offering and Forward Sale Transactions.”

Our\nmanagement will have considerable discretion in the application of net proceeds from this offering, if completed, and of the net proceeds we receive upon settlement of the forward sale agreements, and you will not have the opportunity, as part of\nyour investment decision, to assess whether the proceeds are being used in ways with which you would agree. The failure of our management to use these funds effectively could harm our business.

You are making an investment decision in the Series A Depositary Shares as well as in our Series A Mandatory Convertible\nPreferred Stock.

As described in this prospectus supplement, you are investing in Series A Depositary Shares that represent\nfractional interests in our Series A Mandatory Convertible Preferred Stock. The bank depositary will rely solely on the dividend payments and other distributions on the Series A Mandatory Convertible Preferred Stock it receives from us to\nfund all dividend payments and other distributions on the Series A Depositary Shares.

The Series A Mandatory Convertible\nPreferred Stock (and accordingly, the Series A Depositary Shares) are initially convertible into shares of our Class A Common Stock but, upon the occurrence of the Class C Trigger Event, will become convertible into our Class C\nCommon Stock.

On October 21, 2026, we filed the Amended and Restated Certificate of Incorporation with the Secretary of State\nof the State of Delaware which, upon effectiveness, will establish our Class C Common Stock. The Amended and Restated Certificate of Incorporation has been filed with an effective date of January 19, 2027. Furthermore, on\nOctober 19, 2026, our board of directors declared a dividend of one share of our Class C

S-16

\nCommon Stock for each outstanding share of Class A Common Stock and Class B Common Stock (the “Declared Class C Dividend”), contingent on the effectiveness of the\nAmended and Restated Certificate of Incorporation. The record date and payment date of the Declared Class C Dividend will be determined and approved by our board of directors by subsequent action.

The rights of the holders of our Class A Common Stock, our Class B Common Stock and, if issued, our Class C Common Stock will\nbe identical, except with respect to voting. Upon the effectiveness of our Amended and Restated Certificate of Incorporation, each share of Class A Common Stock will be entitled to one vote per share, each share of Class B Common Stock\nwill be entitled to 10 votes per share and each share of Class C Common Stock will have no voting rights, except as provided in the Amended and Restated Certificate of Incorporation or as required by applicable law.

A “Class C Trigger Event” will be deemed to have occurred\nif, on or prior to April 15, 2029, we issue, in connection with the Class C Dividend, shares of Class C Common Stock that are approved for listing, subject to official notice of issuance, on the Nasdaq Global Select Market, the Nasdaq\nGlobal Market or the New York Stock Exchange. We will provide written notice of the occurrence of the Class C Trigger Event to the holders of shares of the Series A Mandatory Convertible Preferred Stock within two business days of such\noccurrence. Following the occurrence of the Class C Trigger Event, the Series A Mandatory Convertible Preferred Stock (and accordingly, the Series A Depositary Shares) will be convertible into our Class C Common Stock upon\nmandatory conversion and upon any early conversion at the option of the holders or in connection with a fundamental change at the relevant conversion rate described in the section titled “Description of Series A Mandatory Convertible\nPreferred Stock”. If the Class C Trigger Event never occurs during the term of the Series A Mandatory Convertible Preferred Stock, the Series A Mandatory Convertible Preferred Stock (and accordingly, the Series A Depositary\nShares) will be convertible into our Class A Common Stock upon mandatory conversion and upon any early conversion in connection with a fundamental change at the relevant conversion rate described in the section titled “Description of\nSeries A Mandatory Convertible Preferred Stock.”

Upon the occurrence of the Class C Trigger Event, the maximum conversion\nrate and the minimum conversion rate will be adjusted to account for the Class C Dividend and the change to the securities underlying the Series A Mandatory Convertible Preferred Stock from our Class A Common Stock to our Class C\nCommon Stock in the manner set forth in clause (7) of the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution Adjustments.”

A Class C Trigger Event may occur irrespective of whether shares of Class C Common Stock are trading on the date of such event.\nWhile we expect that trading of shares of the Class C Common Stock will commence on the trading day immediately following the date of the Class C Trigger Event, no assurance can be given that such trading will commence on such trading day\nand no guarantee can be given that the shares of Class C Common Stock will ultimately trade on the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange or that shares of Class C Common Stock will ultimately\ntrade on any exchange. The occurrence of a Class C Trigger Event without the shares of Class C Common Stock trading may adversely affect the trading price and liquidity of the Series A Depositary Shares.

There can be no assurance that the Class C Common Stock will be issued in the Class C Dividend, and there can be no assurance that\nthe Class C Common Stock, once issued, will not trade at a discount to the Class A Common Stock. See “—Risks Related to Our Common Stock” and “Description of Capital Stock.”

S-17

You will bear the risk of a decline in the market price of our Class A Common\nStock between the pricing date for the Series A Depositary Shares and the mandatory conversion date.

If the Class C\nTrigger Event does not occur, you will receive upon mandatory conversion of our Series A Mandatory Convertible Preferred Stock (and the related conversion of the Series A Depositary Shares) a number of our Class A Common Stock that is\nnot fixed, but instead will depend on the applicable market value, which is the average VWAP per share of our Class A Common Stock over the final averaging period, which is the 20 consecutive trading day period beginning on, and including, the\n21st scheduled trading day immediately preceding August 15, 2029. The aggregate market value of the shares of our Class A Common Stock that you would receive upon mandatory conversion may be less than the aggregate liquidation preference\nof the Series A Mandatory Convertible Preferred Stock represented by your Series A Depositary Shares. Specifically, if the applicable market value of our Class A Common Stock is less than the initial price, which is calculated by\ndividing $1,000 by the maximum conversion rate, rounded to the nearest $0.0001, and initially equals $625.0000 (the per share public offering price of the Class A Common Stock sold in connection with the forward sale agreements we\nentered into with the forward purchasers concurrently with this offering), subject to certain anti-dilution adjustments, the market value of the shares of our Class A Common Stock that you would receive upon mandatory conversion of each share\nof Series A Mandatory Convertible Preferred Stock will be less than the $1,000 liquidation preference per share of Series A Mandatory Convertible Preferred Stock (and, accordingly the market value of shares of our Class A Common Stock\nthat you would receive upon mandatory conversion of each Series A Depositary Share will be less than the $50 liquidation preference per Series A Depositary Share), and an investment in the Series A Depositary Shares would result in a\nloss. Accordingly, you will bear the entire risk of a decline in the market price of our Class A Common Stock. Any such decline could be substantial.

If the Class C Trigger Event occurs, you will receive upon mandatory conversion of our Series A Mandatory Convertible Preferred\nStock (and the related conversion of the Series A Depositary Shares) a number of shares of our Class C Common Stock based on the applicable market value of the Class C Common Stock. Upon the occurrence of the Class C Trigger\nEvent, the maximum conversion rate and the minimum conversion rate will be adjusted in a manner set forth in clause (7) of the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution\nAdjustments” to account for the Class C Trigger Event. If the applicable market value of our Class C Common Stock is less than the then-current initial price, which is calculated by dividing $1,000 by the adjusted maximum\nconversion rate, rounded to the nearest $0.0001, the market value of the shares of our Class C Common Stock that you would receive upon mandatory conversion of each share of Series A Mandatory Convertible Preferred Stock will be less than\nthe $1,000 liquidation preference per share of Series A Mandatory Convertible Preferred Stock (and, accordingly the market value of shares of our Class C Common Stock that you would receive upon mandatory conversion of each Series A\nDepositary Share will be less than the $50 liquidation preference per Series A Depositary Share), and an investment in the Series A Depositary Shares would result in a loss.

In addition, because the number of shares of our Class A Common Stock or Class C Common Stock, as the case may be, delivered to you\nupon mandatory conversion will be based upon the applicable market value, which is the average VWAP per share of our Class A Common Stock or our Class C Common Stock, as the case may be, over the final averaging period, the shares of\nClass A Common Stock or shares of Class C Common Stock, as the case may be, you receive upon mandatory conversion may be worth less than the shares of Class A Common Stock or shares of Class C Common Stock, as the case may be,\nyou would have received had the applicable market value been equal to the VWAP per share of our Class A Common Stock or shares of our Class C Common Stock, as the case may be, on the mandatory conversion date or the average VWAP per share\nof our Class A Common Stock or our Class C Common Stock, as the case may be, over a different period of days.

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Purchasers of the Series A Depositary Shares may not realize any or all of the\nbenefit of an increase in the market price of shares of our Class A Common Stock.

If the Class C Trigger Event does not\noccur, the aggregate market value of the shares of our Class A Common Stock that you will receive upon mandatory conversion of each share of our Series A Mandatory Convertible Preferred Stock (and the related conversion of the\nSeries A Depositary Shares) on the mandatory conversion date will only exceed the liquidation preference of $1,000 per share of Series A Mandatory Convertible Preferred Stock (and the liquidation preference of $50 per Series A\nDepositary Share) if the applicable market value of our Class A Common Stock exceeds the threshold appreciation price, which is calculated by dividing $1,000 by the minimum conversion rate, rounded to the nearest $0.0001, and initially\nequals $734.2144, subject to certain anti-dilution adjustments. The threshold appreciation price represents an appreciation of approximately 17.5% over the initial price. If the applicable market value of our Class A Common Stock exceeds the\nthreshold appreciation price, you will receive on the mandatory conversion date approximately 85.12% (which percentage is approximately equal to the initial price divided by the threshold appreciation price) of the value of our Class A\nCommon Stock that you would have received if you had made a direct investment in our Class A Common Stock on the date of this prospectus supplement. This means that the opportunity for equity appreciation provided by an investment in the\nSeries A Depositary Shares (and the underlying Series A Mandatory Convertible Preferred Stock) is less than that provided by a direct investment in shares of our Class A Common Stock.

In addition, assuming the Class C Trigger Event never occurs during the term of the Series A Mandatory Convertible Preferred Stock,\nif the market value of our Class A Common Stock appreciates and the applicable market value of our Class A Common Stock is equal to or greater than the initial price but less than or equal to the threshold appreciation price, the aggregate\nmarket value of the shares of our Class A Common Stock that you would receive upon mandatory conversion will only be equal to the aggregate liquidation preference of the Series A Mandatory Convertible Preferred Stock (and, correspondingly,\nthe aggregate market value of our Class A Common Stock that you would receive upon the related mandatory conversion of the Series A Depositary Shares will only be equal to the aggregate liquidation preference of the Series A\nDepositary Shares), and you will realize no equity appreciation on our Class A Common Stock.

The market price of our\nClass A Common Stock and, if issued, our Class C Common Stock, which may fluctuate significantly, will directly affect the market price for the Series A Depositary Shares.

Prior to the occurrence of the Class C Trigger Event, we expect that, generally, the market price of our Class A Common Stock will\naffect the market price of the Series A Depositary Shares more than any other single factor. Following the occurrence of the Class C Trigger Event, we expect that, generally, the market price of our Class C Common Stock will affect\nthe market price of the Series A Depositary Shares more than any other single factor. This may result in greater volatility in the market price of the Series A Depositary Shares than would be expected for nonconvertible preferred stock or\ndepositary shares representing nonconvertible preferred stock. The market price of our Class A Common Stock and, if issued, our Class C Common Stock, could fluctuate significantly in response to a number of factors, including changing laws\nand regulations that may impact our business, our ability to obtain financing on satisfactory terms, changes in recommendations by financial analysts as well as economic, financial, political and other factors, many of which are beyond our control.\nFor more information regarding such factors, see the section titled “—Risks Related to Our Common Stock” and “Risk Factors” in our Annual Report on Form 10-K for the fiscal year\nended December 31, 2025.

In addition, we expect that the market price of the Series A Depositary Shares will be influenced by\nyield and interest rates in the capital markets, the time remaining to the mandatory conversion date, our creditworthiness and the occurrence of certain events affecting us that do not require an adjustment to the fixed conversion rates.\nFluctuations in yield rates in particular may give rise to arbitrage opportunities based upon changes in the relative values of (i) prior to the occurrence of the Class C Trigger Event, the Series A Depositary Shares and our\nClass A Common Stock and (ii) following the occurrence of the Class C Trigger Event, the

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\nSeries A Depositary Shares and our Class C Common Stock. Any such arbitrage could, in turn, affect the market prices of our Class A Common Stock, our Class C Common Stock (if\nissued) and the Series A Depositary Shares. The market price of our Class A Common Stock and, if issued, Class C Common Stock could also be affected by possible sales of our Class A Common Stock and our Class C Common Stock\nby investors who view the Series A Depositary Shares as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our Class A Common Stock and our Class C\nCommon Stock. This trading activity could, in turn, affect the market price of the Series A Depositary Shares.

Regulatory\nactions, or delay or failure of the stock borrow market in the Class C Common Stock to develop, may adversely affect the trading price and liquidity of the Series A Depositary Shares.

We expect that many investors in, and potential purchasers of, the Series A Depositary Shares will employ, or seek to employ, a\nconvertible arbitrage strategy with respect to the Series A Depositary Shares. Investors would typically implement such a strategy by selling short the equity securities underlying the convertible securities and dynamically adjusting their\nshort position while continuing to hold the securities. Investors may also implement this type of strategy by entering into swaps on our common stock that underlies the Series A Depositary Shares in lieu of or in addition to short selling our\ncommon stock that underlies the Series A Depositary Shares.

The SEC and other regulatory and self-regulatory authorities have\nimplemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our Class A Common Stock\nand, if issued, our Class C Common Stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory\nreforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Series A Depositary Shares to effect\nshort sales of our common stock that underlies the Series A Depositary Shares, borrow our common stock that underlies the Series A Depositary Shares or enter into swaps on our common stock that underlies the Series A Depositary Shares\ncould adversely affect the trading price and the liquidity of the Series A Depositary Shares.

We expect that following the\noccurrence of the Class C Trigger Event, holders of the Series A Depositary Shares will employ a convertible arbitrage strategy by selling short the Class C Common Stock. Because the Class C Common Stock will be a newly\nissued class of securities, it may take time for the borrow market in these securities to develop, if such a market develops at all. Any delay or failure in such market to develop may impact the ability of holders of the Series A\nDepositary Shares to hedge their exposure to the Series A Depositary Shares, and could adversely affect the trading price and the liquidity of the Series A Depositary Shares.

The fundamental change conversion rate and the payment of the fundamental change dividend make-whole amount upon the occurrence of\ncertain fundamental changes may not adequately compensate you for the lost option value and lost dividends as a result of early conversion upon a fundamental change, and the fundamental change reference date may be significantly later than the\neffective date of the fundamental change in some circumstances.

If a fundamental change (as defined under the section titled\n“Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) occurs on or prior to August 15, 2029, the\nfundamental change conversion rate will apply to any shares of Series A Mandatory Convertible Preferred Stock (and, accordingly, the Series A Depositary Shares) converted during the fundamental change conversion period (as defined under\nthe section titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) unless the stock price is less\n

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\nthan $100.00 or above $1,750.00 (in each case, subject to adjustment) and, with respect to those shares of Series A Mandatory Convertible Preferred Stock (and, accordingly, those\nSeries A Depositary Shares) converted, you will also receive, among other consideration, a fundamental change dividend make-whole amount, subject to our right to deliver shares of Class A Common Stock or, following the occurrence of the\nClass C Trigger Event, shares of Class C Common Stock in lieu of all or part of such amount and subject to the terms described under the section titled “Description of Series A Mandatory Convertible Preferred\nStock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.” Upon conversion of the Series A Mandatory Convertible Preferred Stock during the related fundamental change\nconversion period, you will receive (i) shares of Class C Common Stock, if the Class C Trigger Event has occurred on or prior to the related fundamental change reference date or (ii) shares of Class A Common Stock, if the\nClass C Trigger Event has not occurred on or prior to the related fundamental change reference date. The number of shares of Class A Common Stock or Class C Common Stock, as the case may be, to be issued upon conversion in connection\nwith a fundamental change will be determined as described under the section titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change\nDividend Make-Whole Amount.” Although the fundamental change conversion rate and the payment of the fundamental change dividend make-whole amount are generally designed to compensate you for the lost option value that you would suffer and the\ndividends you would lose as a result of converting your Series A Depositary Shares representing our Series A Mandatory Convertible Preferred Stock upon a fundamental change, the fundamental change conversion rate is also designed to\ncompensate us for the lost option value that we would suffer as a result of any such conversion. As a result, in many cases the fundamental change conversion rate will be less than the conversion rate that would apply upon mandatory conversion. The\nfundamental change conversion rate and fundamental change dividend make-whole amount are generally only an approximation of such lost option value and lost dividends and may not adequately compensate you for your actual loss.

The “fundamental change reference date” with respect to any fundamental change means (i) if the effective date of such\nfundamental change occurs prior to the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, the first anniversary of the last date of original issuance of the Series A Mandatory\nConvertible Preferred Stock and (ii) in all other cases, the effective date of the fundamental change. For fundamental changes occurring prior to the first anniversary of the last date of original issuance of the Series A Mandatory\nConvertible Preferred Stock, the delay between the occurrence of a fundamental change and the time a holder can exercise their fundamental change early conversion right may be significant. If a fundamental change described in clause (i) of the\ndefinition of fundamental change reference date occurs, the fundamental change conversion period will not commence until the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, which\nmay be a date much later than the effective date of such fundamental change. In such instances, the fundamental change conversion rate will be determined based on the effective date of the fundamental change and the price paid (or deemed paid) per\nshare of our common stock then underlying the Series A Mandatory Convertible Preferred Stock in such transaction, as adjusted from time to time in the same manner and at the same time as each fixed conversion rate as set forth under the section\ntitled “Description of Series A Mandatory Convertible Preferred Stock —Anti-dilution Adjustments,” including the adjustment described in clause (7) thereof, until the related conversion date. As a result, if a fundamental\nchange described in clause (i) of the definition of fundamental change reference date occurs, the Series A Mandatory Convertible Preferred Stock will be convertible into Class C Common Stock during the related fundamental change\nconversion period so long as the Class C Trigger Event has occurred on or prior to the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, even if the Class C Trigger Event\noccurs after the effective date of such fundamental change.

Furthermore, our obligation to deliver a number of shares of Class A\nCommon Stock or Class C Common Stock, as the case may be, per share of the Series A Mandatory Convertible Preferred Stock (and your corresponding right to receive a proportionate number of shares of our Class A Common Stock or our\nClass C Common Stock, as the case may be, per Series A Depositary Share) equal to the fundamental change conversion rate and pay the fundamental change dividend make-whole amount (whether paid or delivered, as the case may\n

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\nbe, in cash or shares of our Class A Common Stock or Class C Common Stock, as the case may be) upon a conversion during the fundamental change conversion period could be considered a\npenalty under state law, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

If the Class C Trigger Event occurs, the corresponding adjustment to the conversion rate may not fully compensate you for the\ndifference in value between the Class A Common Stock and the Class C Common Stock.

If the Class C Trigger Event\noccurs, each fixed conversion rate will be adjusted in accordance with clause (7) of the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution Adjustments” below. Such adjustment will\nbe determined by reference to the average VWAP of our Class A Common Stock and Class C Common Stock over the Class C valuation period. The Class C valuation period consists of the 40 consecutive trading day period beginning on,\nand including, the trading day following the ex-date (determined without regard to the last paragraph in the section entitled “Description of Series A Mandatory Convertible Preferred\nStock—Anti-dilution Adjustments”) of the Class C Dividend. To the extent that the relationship between the prices of the Class A Common Stock and Class C Common Stock during such Class C valuation period are not\nrepresentative of the long-term relationship between the prices of the Class A Common Stock and Class C Common Stock, such adjustment may fail to fully compensate you for the difference in value between the Class A Common Stock and\nthe Class C Common Stock.

The fixed conversion rates of the Series A Mandatory Convertible Preferred Stock and, in turn,\nthe Series A Depositary Shares may not be adjusted for all dilutive events that may adversely affect the market price of the Series A Depositary Shares or, as applicable, the Class A Common Stock or Class C Common Stock issuable\nupon conversion of, or as payment of dividends on, the Series A Mandatory Convertible Preferred Stock.

The fixed conversion\nrates of the Series A Mandatory Convertible Preferred Stock and, in turn, the Series A Depositary Shares, are subject to adjustment only for share subdivisions and combinations, share dividends and specified other transactions, including\nthe Class C Trigger Event. See the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution Adjustments” for further discussion of anti-dilution adjustments. However, other events, such\nas grants under employee benefit or incentive plans, offerings of our Class A Common Stock, Class C Common Stock or other securities convertible into our Class A Common Stock or Class C Common Stock (other than those set forth\nunder the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution Adjustments”) for cash or in connection with acquisitions or third-party tender or exchange offers, which may adversely\naffect the market price of our Class A Common Stock and, if issued, Class C Common Stock, may not result in any adjustment. Further, if any of these other events adversely affects the market price of our Class A Common Stock and, if\nissued, our Class C Common Stock, it may also adversely affect the market price of the Series A Depositary Shares. In addition, the terms of our Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares do\nnot restrict our ability to offer our Class A Common Stock, our Class C Common Stock or other securities convertible into our Class A Common Stock or our Class C Common Stock in the future, including offering a new series of\npreferred stock that ranks equally with our Series A Mandatory Convertible Preferred Stock as to dividend payments and rights upon our liquidation, winding-up or dissolution, or to engage in other\ntransactions that could dilute our Class A Common Stock and if issued, our Class C Common Stock. We have no obligation to consider the specific interests of the holders of our Series A Mandatory Convertible Preferred Stock or the\nSeries A Depositary Shares in engaging in any such offering or transaction.

Your ability to convert your Series A\nDepositary Shares prior to the mandatory conversion date is limited.

Other than during a fundamental change conversion period,\nprior to the mandatory conversion date, you will not be able to convert your Series A Depositary Shares at the minimum conversion rate until the 50th trading day

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\nimmediately following the date that is the later of (i) the date on which the Class C Trigger Event occurs and (ii) the first anniversary of the last date of original issuance of\nthe Series A Mandatory Convertible Preferred Stock. As a result, if the Class C Trigger Event never occurs, you will not be able to convert your Series A Depositary Shares prior to the mandatory conversion date (other than a\nconversion in connection with a fundamental change).

The concurrent offering and the possibility of the sale or issuance of our\nClass A Common Stock or, if issued, our Class C Common Stock in the future, could reduce the market price of our Class A Common Stock and if issued, our Class C Common Stock and, in turn, the Series A Depositary Shares.\n

Concurrently with this offering, we entered into forward sale agreements with each of Morgan Stanley Capital Services LLC and\nGoldman Sachs & Co. LLC (the “forward purchasers”) with respect to an aggregate of 40,000,000 shares of our Class A Common Stock. In connection with these forward sale agreements, the forward purchasers or their respective\naffiliates are borrowing from third parties and selling an aggregate of 40,000,000 shares of our Class A Common Stock to the underwriters named in the separate prospectus supplement pursuant to which such 40,000,000 shares of our Class A\nCommon Stock are being offered (the “concurrent offering”). Upon the occurrence of the Class C Trigger Event, we expect that these forward sale agreements will reference both the Class A Common Stock and the Class C Common\nStock and, in certain circumstances, we will have the ability to settle all of the forward sale agreements through the delivery of only shares of Class C Common Stock. The completion of this offering is not contingent on the completion of the\nconcurrent offering, and the completion of the concurrent offering is not contingent on the completion of this offering.

Additionally, in\nthe future, we may sell additional shares of our Class A Common Stock or, if issued, our Class C Common Stock to raise capital or acquire interests in other companies by using a combination of cash, our Class A Common Stock and/or, if\nissued, our Class C Common Stock or just our Class A Common Stock and/or, if issued, Class C Common Stock.

In addition, a\nsubstantial number of shares of our Class A Common Stock is subject to outstanding restricted stock unit awards or stock options and reserved for issuance under our equity incentive plans and such shares will be issued upon the vesting,\nsettlement and, to the extent applicable, exercise, of equity incentive awards. A substantial number of shares of our Class A Common Stock is also reserved for issuance upon conversion of the Series A Mandatory Convertible Preferred Stock,\nand we may also issue a substantial number of shares of our Class A Common Stock to pay dividends on the Series A Mandatory Convertible Preferred Stock. Following the occurrence of the Class C Trigger Event, a substantial number of\nshares of our Class C Common Stock will be reserved for issuance upon conversion of, and/or as a payment of dividends on, the Series A Mandatory Convertible Preferred Stock.

The concurrent offering, if completed, and future sales of our Class A Common Stock and, if issued, Class C Common Stock in the\npublic market, or the perception that such sales could occur, or the conversion of our Series A Mandatory Convertible Preferred Stock, or the payment of dividends on our Series A Mandatory Convertible Preferred Stock in the form of our\nClass A Common Stock or Class C Common Stock, or the perception that such conversions or dividends could occur, could negatively impact the market prices of our Class A Common Stock, our Class C Common Stock and, in turn, the\nSeries A Depositary Shares. Future sales or issuances of our Class A Common Stock, Class C Common Stock or other equity-related securities could be dilutive to holders of our common stock and could adversely affect their rights and\neconomic interests.

If we issue additional shares of Class A Common Stock or if we issue additional shares of Class C Common\nStock following the Declared Class C Dividend, the prices of our Class A Common Stock and Class C Common Stock may decline. We cannot predict the size of future issuances of our Class A Common Stock, Class C Common Stock or\nother securities or the effect, if any, that the concurrent offering, the issuance of the Series A Mandatory Convertible Preferred Stock, and future sales and issuances of our Class A Common Stock, Class C Common Stock and other\nsecurities would have on the market prices of our Class A Common Stock and our Class C Common Stock.

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In addition, the existence of the Series A Mandatory Convertible Preferred Stock may\nencourage short selling by market participants because the conversion of the Series A Mandatory Convertible Preferred Stock could be used to satisfy short positions. In addition, the sale or the availability for sale of a large number of shares\nof Class A Common Stock or, if issued, Class C Common Stock in the public market could cause the market prices of our Class A Common Stock and our Class C Common Stock to decline. Accordingly, the anticipated conversion of the\nSeries A Mandatory Convertible Preferred Stock into shares of Class A Common Stock or Class C Common Stock, as the case may be, could depress the prices of our Class A Common Stock and our Class C Common Stock.

You will have no rights with respect to our Class A Common Stock or, if issued, our Class C Common Stock until you convert\nyour Series A Depositary Shares, but you may be adversely affected by certain changes made with respect to our Class A Common Stock or, if issued, our Class C Common Stock.

You will have no rights with respect to our Class A Common Stock, including voting rights, rights to respond to Class A Common Stock\ntender offers, if any, and rights to receive dividends or other distributions on our Class A Common Stock, if any, prior to the conversion date with respect to a conversion of your Series A Depositary Shares into Class A Common Stock,\nbut your investment in the Series A Depositary Shares may be negatively affected by these events. Upon conversion of your Series A Depositary Shares into Class A Common Stock, you will be entitled to exercise the rights of a holder of\nClass A Common Stock only as to matters for which the record date occurs on or after the conversion date. For example, in the event that an amendment is proposed to our certificate of incorporation as then in effect or our Amended and Restated\nBylaws requiring approval by holders of our Class A Common Stock and the record date for determining the holders of our Class A Common Stock of record entitled to vote on the amendment occurs prior to the conversion date, you will not be\nentitled to vote on the amendment, unless it would materially and adversely affect the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred Stock, although you will nevertheless be subject to any\nchanges in the powers, preferences or rights of our Class A Common Stock. Similarly, if the Series A Convertible Preferred Stock is convertible into our Class C Common Stock following the Class C Trigger Event, you will have no\nrights with respect to our Class C Common Stock until you convert your Series A Depositary Shares, but you may be adversely affected by certain changes made with respect to our Class C Common Stock.

You will have no voting rights except under limited circumstances, and you will need to act through the bank depositary to exercise\nvoting rights with respect to our Series A Mandatory Convertible Preferred Stock.

You do not have voting rights, except with\nrespect to certain amendments to the terms of the Series A Mandatory Convertible Preferred Stock, in the case of certain dividend arrearages, in certain other limited circumstances and except as specifically required by Delaware law. You will\nhave no right to vote for any members of our board of directors except in the case of certain dividend arrearages. If dividends on any shares of the Series A Mandatory Convertible Preferred Stock have not been declared and paid for the\nequivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, February 15, 2027), whether or not for consecutive dividend\nperiods, the holders of shares of Series A Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other classes or series of our preferred stock ranking equally with the Series A Mandatory\nConvertible Preferred Stock as to dividends and the distribution of assets upon liquidation, winding-up or dissolution and having similar voting rights, will be entitled to vote for the election of a total of\ntwo additional members of our board of directors, subject to the terms and limitations described under the section titled “Description of Series A Mandatory Convertible Preferred Stock—Voting Rights.” Holders of Series A\nDepositary Shares must act through the bank depositary to exercise any voting rights in respect of our Series A Mandatory Convertible Preferred Stock.

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Our Series A Mandatory Convertible Preferred Stock will rank junior to all of our\nand our subsidiaries’ liabilities, as well as the capital stock of our subsidiaries held by third parties, in the event of a bankruptcy, liquidation, winding-up or dissolution of our or our\nsubsidiaries’ assets.

In the event of a bankruptcy, liquidation, winding-up or\ndissolution, our assets will be available to make payments to holders of our Series A Mandatory Convertible Preferred Stock only after all of our liabilities have been paid. In addition, our Series A Mandatory Convertible Preferred Stock\nwill rank structurally junior to all existing and future liabilities of our subsidiaries, as well as the capital stock of our subsidiaries held by third parties. Your rights to participate in the assets of our subsidiaries upon any liquidation or\nreorganization of any subsidiary will rank junior to the prior claims of that subsidiary’s creditors and third-party equity holders. In the event of a bankruptcy, liquidation, winding-up or dissolution,\nthere may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay any amounts to the holders of our Series A Mandatory Convertible Preferred Stock then outstanding. As of September 30, 2026, our\ntotal consolidated indebtedness was $83.7 billion.

Our ability to pay dividends on our Series A Mandatory Convertible\nPreferred Stock may be limited.

Our payment of dividends on our Series A Mandatory Convertible Preferred Stock in the future\nwill be determined by our board of directors (or an authorized committee thereof) in its sole discretion and will depend on business conditions, our financial condition, earnings and liquidity, and other factors.

The agreements governing any future indebtedness of ours may limit our ability to pay cash dividends on our capital stock, including the\nSeries A Mandatory Convertible Preferred Stock. Therefore, we may be unable to pay dividends in cash on the Series A Mandatory Convertible Preferred Stock.

In addition, under Delaware law, our board of directors (or an authorized committee thereof) may declare dividends on our capital stock\n(whether in cash or in shares of our capital stock) only to the extent of our statutory “surplus” (which is defined as the amount equal to total assets minus total liabilities, in each case at fair market value, minus statutory capital),\nor if there is no such surplus, out of our net profits for the then-current and/or immediately preceding fiscal year. Further, even if we are permitted under our contractual obligations and Delaware law to pay cash dividends on the Series A\nMandatory Convertible Preferred Stock, we may not have sufficient cash to pay dividends in cash on the Series A Mandatory Convertible Preferred Stock (and, in turn, on the Series A Depositary Shares).

If upon mandatory conversion we have not declared all or any portion of the accumulated and unpaid dividends payable on the Series A\nMandatory Convertible Preferred Stock for specified periods, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Class A Common Stock or, following the occurrence of the\nClass C Trigger Event, Class C Common Stock having a market value generally equal to the amount of such accumulated and unpaid dividends, subject to the limitations described under the section titled “Description of Series A\nMandatory Convertible Preferred Stock—Mandatory Conversion.” Upon an early conversion at the option of a holder (other than during a fundamental change conversion period), if we have not declared all or any portion of the accumulated and\nunpaid dividends payable on the Series A Mandatory Convertible Preferred Stock for specified periods, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Class C Common Stock\nhaving a market value generally equal to the amount of such accumulated and unpaid dividends, subject to the limitations described under the section titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at\nthe Option of the Holder.” If upon an early conversion during the fundamental change conversion period we have not declared all or any portion of the accumulated and unpaid dividends payable on the Series A Mandatory Convertible Preferred\nStock for specified periods, we will pay the amount of such accumulated and unpaid dividends (i) prior to the occurrence of the Class C Trigger Event, in cash, shares of our Class A Common Stock or any combination thereof and\n(ii) following the occurrence of the Class C Trigger Event, in cash, shares of our Class C Common Stock or any combination thereof, in each case, in our sole discretion (or, in certain\n

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\ncircumstances, make a corresponding adjustment to the conversion rate), subject in each case to the limitations described under the section titled “Description of Series A Mandatory\nConvertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.” In the case of mandatory conversion or conversion upon a fundamental change, if these limits to\nthe adjustment of the conversion rate or the amount of such dividends payable in shares, as applicable, are reached, we will pay the shortfall in cash if we are legally permitted to do so. We will not have an obligation to pay the shortfall in cash\nif these limits to the adjustment of the conversion rate are reached in the case of an early conversion at the option of the holder (or in the case of an early conversion during the fundamental change conversion period, if we are required to make an\nadjustment to the conversion rate in respect of any unpaid and undelivered make-whole dividend amount).

You may be subject to tax\nupon a declaration of certain dividends, an adjustment to the conversion rate of the Series A Mandatory Convertible Preferred Stock, including in connection with the Class C Trigger Event, or upon conversion, even though you do not receive\na corresponding cash distribution.

The conversion rate of the Series A Mandatory Convertible Preferred Stock is subject to\nadjustment in certain circumstances. Upon the Class C Trigger Event, the conversion rate of the Series A Mandatory Convertible Preferred Stock will be adjusted to reflect the issuance of the Class C Dividend. Additionally, the\nconversion rate of the Series A Mandatory Convertible Preferred Stock is subject to adjustment in certain circumstances, including upon the payment of dividends to holders of our Class A Common Stock above a certain threshold, or in\nconnection with a fundamental change. Moreover, even if we do not increase the current level of cash dividends on our common stock, following the Class C Trigger Event, the conversion rate of the Series A Mandatory Convertible Preferred\nStock may be adjusted in connection with subsequent payments of cash dividends exceeding a certain threshold on our common stock. Refer to the sections titled “Description of Series A Mandatory Convertible Preferred\nStock—Anti-Dilution Adjustments” and “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.”\nIf, as a result of an adjustment (or failure to make an adjustment), your proportionate interest in our assets or earnings and profits is increased, you may be deemed to have received for U.S. federal income tax purposes a taxable dividend, even if\nyou do not receive any corresponding cash or property. Refer to the section titled “U.S. Federal Income Tax Considerations—Tax Considerations for U.S. Holders—Adjustments to the Conversion Rate” for a further discussion of\nU.S. federal tax implications for you.

We may elect to pay a dividend in whole or in part in shares of our Class A Common Stock or,\nfollowing the occurrence of the Class C Dividend Trigger Event, our Class C Common Stock. Refer to the section titled “Description of Series A Mandatory Convertible Preferred Stock—Dividends.” While not free from\ndoubt, we intend to treat these distributions for U.S. federal income tax purposes as if you received a distribution of cash in an amount equal to the fair market value of the distributed Class A Common Stock or, following the occurrence of the\nClass C Dividend Trigger Event, our Class C Common Stock on the date of the distribution and, under this treatment, such distributions would generally be subject to the rules applicable to cash distributions (as discussed under the section\ntitled “U.S. Federal Income Tax Considerations—Tax Considerations for U.S. Holders—Distributions” and “U.S. Federal Income Tax Considerations—Tax Considerations for Non-U.S.\nHolders—Dividends and Deemed Dividends” below).

If you are a Non-U.S. Holder (as\ndefined under the section titled “U.S. Federal Income Tax Considerations”), any dividend or deemed dividend will generally be subject to U.S. federal withholding tax (currently at a 30% rate, or such lower rate as may be specified by an\napplicable treaty). If we or another applicable withholding agent is required to withhold on any deemed distribution when such deemed distribution does not give rise to any cash from which any applicable withholding tax could be satisfied, we or\nanother applicable withholding agent may withhold such taxes from, or set off such taxes against, other amounts owed to you, including distributions on our Series A Mandatory Convertible Preferred Stock, cash or shares of our common stock\notherwise due on conversion, dividends or sales proceeds subsequently paid or credited to you or

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\nyour other funds or assets. Refer to the section titled “U.S. Federal Income Tax Considerations” for a further discussion of U.S. federal tax implications for you.

Certain rights of the holders of the Series A Mandatory Convertible Preferred Stock could delay or prevent an otherwise beneficial\ntakeover or takeover attempt of us and, therefore, the ability of holders of the Series A Mandatory Convertible Preferred Stock to exercise their rights associated with a potential fundamental change.

Certain rights of the holders of the Series A Mandatory Convertible Preferred Stock could make it more difficult or more expensive for a\nthird party to acquire us. For example, if a fundamental change were to occur on or prior to August 15, 2029, holders of the Series A Mandatory Convertible Preferred Stock may have the right to convert their shares of Series A\nMandatory Convertible Preferred Stock, in whole or in part, at the fundamental change conversion rate, which may be higher than the conversion rate otherwise applicable to an early conversion at the option of the holders, and will also be entitled\nto receive a fundamental change dividend make-whole amount equal to the present value as of the related fundamental change reference date of all remaining dividend payments on their shares of Series A Mandatory Convertible Preferred Stock. See\nthe section titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.” These features of the\nSeries A Mandatory Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management. In addition, provisions of Delaware law, our certificate of\nincorporation as in effect from time to time and our Amended and Restated Bylaws could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us.

An active trading market for the Series A Depositary Shares does not exist and may not develop.

The Series A Depositary Shares are a new issue of securities with no established trading market. We intend to apply to list the\nSeries A Depositary Shares on the Nasdaq Global Select Market under the symbol “METAM.” However, no assurance can be given that our Series A Depositary Shares will be listed or that any such application for listing will be\napproved. Even if the Series A Depositary Shares are approved for listing on the Nasdaq Global Select Market, such listing does not guarantee that a trading market for the Series A Depositary Shares will develop or, if a trading market for\nthe Series A Depositary Shares does develop, the depth or liquidity of that market or the ability of the holders to sell the Series A Depositary Shares, or to sell the Series A Depositary Shares at a favorable price.

Risks Related to Our Common Stock

The Series A Mandatory Convertible Preferred Stock, the Series A Depositary Shares and the concurrent offering may adversely\naffect the market price of our common stock.

The market price of our Class A Common Stock is likely to be influenced by the\nSeries A Mandatory Convertible Preferred Stock and the Series A Depositary Shares, if and when issued, and the concurrent offering. Following the Class C Trigger Event, the market price of our Class C Common Stock is likely to be\ninfluenced by the Series A Mandatory Convertible Preferred Stock and the Series A Depositary Shares. The market price of our common stock could become more volatile and could be depressed by: (1) investors’ anticipation of the\npotential resale in the market of a substantial number of additional shares of common stock received upon conversion of or as a payment of dividends on the Series A Mandatory Convertible Preferred Stock (and the Series A Depositary Shares)\nor issuances of shares of common stock upon settlement of the forward sale agreements; (2) possible sales of our common stock underlying the Series A Depositary Shares by investors who view the Series A Depositary Shares as a more\nattractive means of equity participation in us than owning shares of common stock underlying the Series A Depositary Shares; and (3) hedging or arbitrage trading activity that we expect to develop involving the Series A Depositary\nShares, and our common stock.

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Our common stock will rank junior to our Series A Mandatory Convertible Preferred\nStock with respect to dividends and amounts payable in the event of our liquidation, dissolution, or winding-up.

Our common stock will rank junior to our Series A Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts\npayable in the event of our liquidation, dissolution, or winding-up. This means that, unless accumulated dividends have been paid or set aside for payment on all our outstanding Series A Mandatory Convertible\nPreferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common stock and we may not repurchase our common stock, subject to limited exceptions. Likewise, in the event of our voluntary or\ninvoluntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Series A Mandatory Convertible Preferred Stock\nan amount per share of Series A Mandatory Convertible Preferred Stock equal to the greater of (x) $1,000 per share of the Series A Mandatory Convertible Preferred Stock plus an amount equal to any accumulated and unpaid dividends per share of such\nSeries A Mandatory Convertible Preferred Stock to, but excluding, the date fixed for such liquidation, winding-up or dissolution and (y)(i) the per share amount to be paid or distributed to holders of the\nClass A Common Stock or Class C Common Stock, as applicable, then underlying the Series A Mandatory Convertible Preferred Stock in connection with such voluntary or involuntary liquidation,\nwinding-up or dissolution, multiplied by (ii) the then-current maximum conversion rate of the Series A Mandatory Convertible Preferred Stock.

The Class C Common Stock is a new class of securities that is contingent on the effectiveness of our Amended and Restated\nCertificate of Incorporation, and an active, liquid trading market for the Class C Common Stock may not develop or be sustained.

The Class C Common Stock is a new class of securities that does not currently exist. The creation and issuance of the Class C Common\nStock are contingent upon the effectiveness of our Amended and Restated Certificate of Incorporation. Although we expect the Amended and Restated Certificate of Incorporation to become effective on January 19, 2027, there are factors outside of\nour control that could delay or prevent effectiveness.

There can be no assurance that an active or liquid trading market will develop\nfollowing issuance of the Class C Common Stock in connection with the Declared Class C Dividend. The trading market for the Class C Common Stock may be less robust than the existing trading market for our Class A Common Stock,\nand we cannot predict the trading price of the Class C Common Stock. In addition, the trading prices of our Class A Common Stock and Class C Common Stock may not converge, and may diverge significantly. If an active public market for\nthe Class C Common Stock does not develop or is not sustained, the trading price and liquidity of the Class C Common Stock could be materially adversely affected.

Certain provisions contained in each forward sale agreement could subject us to risks if certain events occur, which could have an\neffect on our results of operations and liquidity with substantial cash payment obligations, could result in dilution to our earnings per share and return on equity, and could cause the market price of shares of our Class A Common Stock or our\nClass C Common Stock to decline.

Each forward purchaser will have the right to accelerate its forward sale agreement (or, in\ncertain cases, the portion thereof that it determines is affected by the relevant event) and require us to settle its forward sale agreement on a date specified by such forward purchaser if, subject to certain conditions:

\n\n\n\n\n

•

in the good faith, commercially reasonable judgment of such forward purchaser, it or its affiliate is unable to\ncontinue to borrow a number of shares of our Class A Common Stock or our Class C Common Stock, as applicable, equal to the number of shares to be delivered by us upon settlement of its forward sale agreement or it or its affiliate is\nunable to borrow such number of shares at a rate equal to or less than an agreed maximum stock loan rate;

\n\n\n\n\n

•

we declare any dividend or distribution on shares of our Class A Common Stock or our Class C Common\nStock, as applicable, payable in (i) cash in excess of a specified amount (other than an

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\n\n\n

\nextraordinary dividend), (ii) securities of another company, or (iii) any other type of securities (other than shares of our Class C Common Stock in certain specified distributions),\nrights, warrants or other assets for payment (cash or other consideration) at less than the prevailing market price, as reasonably determined by such forward purchaser;

\n\n\n\n\n

•

certain ownership thresholds applicable to such forward purchaser, its affiliates and all other persons who may\nform a beneficial share ownership group or whose ownership positions would be aggregated with such forward purchaser are exceeded;

\n\n\n\n\n

•

an event is announced that, if consummated, would result in an extraordinary event (as defined in the forward\nsale agreements) including, among other things, certain mergers and tender offers, as well as certain events such as a delisting of our Class A Common Stock or Class C Common Stock, as applicable, or certain changes in law (each as more\nfully described in the forward sale agreements); or

\n\n\n\n\n

•

certain other events of default, termination events or other specified events occur, including, among other\nthings, any material misrepresentation made by us in connection with our entry into its forward sale agreement or our bankruptcy (except as described below) (each as more fully described in the forward sale agreements).

A forward purchaser’s decision to exercise its right to accelerate the settlement of its forward sale agreement (or, in certain cases,\nthe portion thereof that it determines is affected by the relevant event) will be made irrespective of our interests, including our need for capital. In such cases, we could be required to issue and deliver shares of our Class A Common Stock or\nour Class C Common Stock, as applicable, under the provisions of such forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share and return on equity and may adversely affect the market\nprice of our Class A Common Stock or Class C Common Stock. In certain situations a forward purchaser will have the right to terminate its forward sale agreement upon the occurrence of an acceleration event, which may require us to\nmake a substantial cash payment to such forward purchaser. In addition, upon certain events of bankruptcy or insolvency related to us, each forward sale agreement will automatically terminate without further liability of either party. Following any\nsuch termination, we would not issue any shares of Class A Common Stock or Class C Common Stock or receive any proceeds pursuant to the forward sale agreements.

Each forward sale agreement provides for settlement on a settlement date or dates to be specified at our discretion, subject to certain\nconditions, on or prior to November 19, 2027. We expect that each forward sale agreement will be settled through delivery of shares of our Class A Common Stock or Class C Common Stock, as applicable, and such settlement will result in\ndilution to our earnings per share and return on equity and may adversely affect the market price of our Class A Common Stock and Class C Common Stock, as applicable.

The forward sale price that we expect to receive upon settlement of the forward sale agreements is subject to adjustment on a daily basis\nbased on a floating interest rate factor equal to the overnight bank funding rate less a spread and will be decreased based on amounts related to expected dividends on shares of our Class A Common Stock or Class C Common Stock, as\napplicable, during the term of each forward sale agreement and in connection with settlement involving shares of our Class C Common Stock. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will\nresult in a daily reduction of the forward sale price for such day.

In addition, the forward sale agreements require us to make available\na registration statement for sales of shares of Class C Common Stock by the forward purchasers or their affiliates at certain times. We have been advised by the forward purchasers that they expect that, over the same period when they or\ntheir affiliates sell these shares of Class C Common Stock, they or their affiliates will purchase approximately an equal number of shares of Class A Common Stock and/or Class C Common Stock in the open market. These transactions may\nhave an impact on the market price of our Class A Common Stock and/or our Class C Common Stock.

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In certain bankruptcy or insolvency events, the forward sale agreements will\nautomatically terminate, and we would not receive the expected proceeds from the forward sales of our Class A Common Stock or Class C Common Stock, as applicable, unless we have previously elected to settle the forward sale agreement.\n

If we institute or consent to, or an appropriate regulatory or other authority institutes against us, a proceeding seeking a\njudgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights or if we or such authority presents a petition for our winding up or liquidation or we consent to\nsuch a petition, each forward sale agreement will automatically terminate. If a forward sale agreement so terminates, we would not be obligated to deliver to the relevant forward purchaser any shares of our Class A Common Stock or Class C\nCommon Stock, as applicable, not previously delivered (or for which settlement has not been previously elected), and the relevant forward purchaser would be discharged from its obligation to pay the forward sale price per share in respect of any\nshares of our Class A Common Stock or Class C Common Stock, as applicable, not previously settled (or for which settlement has not been elected). Therefore, to the extent there are any shares of our Class A Common Stock or\nClass C Common Stock, as applicable, with respect to which we have not elected to settle under a forward sale agreement at the time of the institution of or consent to any such bankruptcy or insolvency proceedings or any such petition, we would\nnot receive the forward sale price per share in respect of those shares of our Class A Common Stock or Class C Common Stock, as applicable.

Derivative accounting for the forward sale agreements may result in significant volatility to our reported financial results, which\ncould adversely affect the market price of our Class A Common Stock or Class C Common Stock.

The forward sale agreements\nare not expected to satisfy the accounting requirements for equity classification, and, as a result, are expected to be recorded at fair value as derivative assets or liabilities on our balance sheet. For each financial period after we enter into\nthe forward sale agreements and for so long as they do not qualify for equity classification, we expect to recognize in our consolidated statements of income the changes in the fair value of the forward sale agreements during that period. The fair\nvalue of the forward sale agreements for these purposes may be affected by a number of factors, many of which are outside our control, including changes in the market price of our Class A Common Stock, changes in the market price of our\nClass C Common Stock, interest rates, the passage of time and other assumptions used in the relevant valuation models. These gains or losses could be significant and may cause significant volatility in our reported financial results, even\nthough the terms of the forward sale agreements will not change or affect our cash flows prior to settlement thereof, which could make it more difficult for you to evaluate our operating performance and could adversely affect the market price of our\nClass A Common Stock or Class C Common Stock.

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USE OF PROCEEDS

The net proceeds to us from this offering are estimated to be approximately $12.5 billion (or approximately $14.3 billion if the\nunderwriters exercise in full their over-allotment option to purchase additional Series A Depositary Shares from us), after deducting underwriting discounts and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering for general corporate purposes.

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CONCURRENT OFFERING AND FORWARD SALE TRANSACTIONS

Concurrently with this offering, we entered into forward sale agreements with each of Morgan Stanley Capital Services LLC and Goldman\nSachs & Co. LLC (the “forward purchasers”) with respect to an aggregate of 40,000,000 shares of our Class A Common Stock. In connection with these forward sale agreements, the forward purchasers or their respective\naffiliates are borrowing from third parties and selling an aggregate of 40,000,000 shares of our Class A Common Stock to underwriters named in the separate prospectus supplement pursuant to which such 40,000,000 shares of our Class A\nCommon Stock are being offered (the “concurrent offering”). We have granted the underwriters in the concurrent offering an option, for a period of 30 days from the date of the prospectus supplement relating to the concurrent\noffering, to purchase up to an additional 6,000,000 shares of our Class A Common Stock. If such option is exercised, we expect to enter into additional forward sale agreements with each of the forward purchasers in respect of the number of\nshares of our Class A Common Stock that are subject to the exercise of such option. Upon the occurrence of the Class C Trigger Event, we expect that such forward sale agreements will reference both the Class A Common Stock and the\nClass C Common Stock and, in certain circumstances, we will have the ability to settle all of the forward sale agreements through the delivery of only shares of Class C Common Stock, in each case as described in the prospectus supplement\nrelating to the concurrent offering. The completion of this offering is not contingent on the completion of the concurrent offering, and the completion of the concurrent offering is not contingent on the completion of this offering. Nothing\ncontained herein shall constitute an offer to sell or a solicitation of an offer to buy any of the Class A Common Stock being offered in the concurrent offering. We do not expect to initially receive any proceeds from the sale of our\nClass A Common Stock sold in the concurrent offering.

At an initial forward price of $622.91875 per share (which is the price at\nwhich the underwriters of the concurrent offering have agreed to buy the shares of Class A Common Stock offered thereby), we expect to receive net proceeds, before expenses, of approximately $24.9 billion (or approximately $28.7 billion if the\nunderwriters of the concurrent offering exercise in full their over-allotment option to purchase additional shares of Class A Common Stock), subject to the price adjustment and other provisions of the forward sale agreements, upon settlement of\nthe forward sale agreements, which we expect to occur on or prior to November 19, 2027. We currently intend to use the net proceeds, if any, that we receive upon settlement of the forward sale agreements for general corporate purposes.

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DESCRIPTION OF SERIES A MANDATORY CONVERTIBLE PREFERRED\nSTOCK

The following is a summary of certain terms of our 6.50% Series A Mandatory Convertible Preferred Stock, par value\n$0.000006 per share, which we refer to in this prospectus supplement as our Series A Mandatory Convertible Preferred Stock, but is not necessarily complete. The following summary supplements and, to the extent that it is inconsistent, replaces,\nthe description of our preferred stock in the accompanying prospectus.

A copy of our Amended and Restated Certificate of Incorporation,\nas well as the certificate of designations for the Series A Mandatory Convertible Preferred Stock and the form of Series A Mandatory Convertible Preferred Stock share certificate, are available upon request from us at the address set forth\nunder the section titled “Where You Can Find More Information” in the accompanying prospectus. The following summary of the terms of the Series A Mandatory Convertible Preferred Stock is subject to, and qualified in its entirety by\nreference to, the provisions of such documents.

The bank depositary will initially be the sole holder of our Series A Mandatory\nConvertible Preferred Stock. However, the holders of Series A Depositary Shares will be entitled, through the bank depositary, to exercise the rights, preferences, privileges and voting powers of the holders of our Series A Mandatory\nConvertible Preferred Stock, subject to the terms of the deposit agreement and as described under the section titled “Description of Series A Depositary Shares” below. Each Series A Depositary Share represents a 1/20th interest\nin a share of our Series A Mandatory Convertible Preferred Stock.

As used in this section, the terms “Meta,”\n“us,” “we” or “our” refer to Meta Platforms, Inc. and not any of its subsidiaries.

General

Under our certificate of incorporation as currently in effect, our board of directors is authorized, without further shareholder action, to\nissue up to 100,000,000 shares of preferred stock, par value $0.000006 per share, in one or more series, with such designation, power, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions\nthereof, as shall be set forth in the resolutions providing therefor. We currently do not have any shares of preferred stock outstanding. At the consummation of this offering, we will issue 12,500,000 shares of Series A Mandatory\nConvertible Preferred Stock in the form of 250,000,000 Series A Depositary Shares. In addition, we have granted the underwriters an over-allotment option to purchase up to 37,500,000 additional Series A Depositary Shares representing\n1,875,000 shares of our Series A Mandatory Convertible Preferred Stock, in accordance with the procedures set forth under the section titled “Underwriting.”

On or prior to the settlement date of this offering, we will file a certificate of designations for the Series A Mandatory Convertible\nPreferred Stock with the Secretary of State of the State of Delaware. In connection with the effectiveness of our Amended and Restated Certificate of Incorporation on January 19, 2027, we will file a certificate of designations for the Series A\nMandatory Convertible Preferred Stock, effective as of the effective time of our Amended and Restated Certificate of Incorporation (the “restated charter certificate of designations”), with the same designation, powers, preferences and\nrights, and the qualifications, limitations or restrictions, and upon the effectiveness of such restated charter certificate of designations, each issued and outstanding share of Series A Mandatory Convertible Preferred Stock will continue as an\nissued and outstanding share of Series A Mandatory Convertible Preferred Stock designated pursuant to such restated charter certificate of designations.

When issued, the Series A Mandatory Convertible Preferred Stock and any Class A Common Stock or Class C Common Stock issued\nupon the conversion of, or as payment of dividends on, the Series A Mandatory Convertible Preferred Stock will be fully paid and nonassessable. The holders of the Series A Mandatory Convertible Preferred Stock will have no preemptive or\npreferential rights to purchase or subscribe to stock, obligations, warrants or other securities of Meta of any class. Computershare Trust Company, N.A. is the transfer agent and registrar of our Class A Common Stock and, if issued, our\nClass C Common Stock, and will serve as

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\ntransfer agent, registrar, conversion and dividend disbursing agent for the Series A Mandatory Convertible Preferred Stock.

We do not intend to list our Series A Mandatory Convertible Preferred Stock on any securities exchange or any automated\ndealer quotation system, but we do intend to apply to list the Series A Depositary Shares on the Nasdaq Global Select Market as described under the section titled “Description of Series A Depositary Shares—Listing.”

Ranking

The Series A Mandatory\nConvertible Preferred Stock, with respect to dividend rights and/or rights upon our liquidation, winding-up or dissolution, as applicable, ranks:

\n\n\n\n\n

•

senior to (i) our Class A Common Stock, our Class B Common Stock and, if issued, our Class C\nCommon Stock, and (ii) each other class or series of capital stock issued after the initial issue date the terms of which do not expressly provide that such capital stock ranks either (x) senior to the Series A Mandatory Convertible\nPreferred Stock as to dividend rights or rights upon our liquidation, winding-up or dissolution or (y) on a parity with the Series A Mandatory Convertible Preferred Stock as to dividend rights and\nrights upon our liquidation, winding-up or dissolution (which we refer to collectively as “junior stock”);

\n\n\n\n\n

•

\n\n\n\n\n

•

junior to each other class or series of capital stock issued after the initial issue date the terms of which\nexpressly provide that such capital stock will rank senior to the Series A Mandatory Convertible Preferred Stock as to dividend rights or rights upon our liquidation, winding-up or dissolution (which we\nrefer to collectively as “senior stock”); and

\n\n\n\n\n

•

junior to our existing and future indebtedness.

In addition, the Series A Mandatory Convertible Preferred Stock, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution, will be structurally subordinated to existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties.

As of September 30, 2026, our total consolidated indebtedness was $83.7 billion.

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Class C Trigger Event

On October 21, 2026, we filed a preliminary information statement with the SEC on Schedule 14C (the “Information Statement”).\nIn such Information Statement, among other things, we advised our shareholders of action taken by holders of a majority of the voting power of our outstanding shares of capital stock to amend and restate our amended and restated certificate of\nincorporation (as so amended and restated, our “Amended and Restated Certificate of Incorporation”) to establish a new class of common stock known as Class C common stock (our “Class C Common Stock”) with terms as\nspecified in the form of our Amended and Restated Certificate of Incorporation attached as Annex A to the Information Statement. We filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on\nOctober 21, 2026. The Amended and Restated Certificate of Incorporation has been filed with an effective date of January 19, 2027. Furthermore, on October 19, 2026, our board of directors declared a dividend of one share of our\nClass C Common Stock for each outstanding share of Class A Common Stock and Class B Common Stock (the “Declared Class C Dividend”), contingent on the effectiveness of the Amended and Restated Certificate of\nIncorporation. The record date and payment date of the Declared Class C Dividend will be determined and approved by our board of directors by subsequent action.

Upon the effectiveness of the Amended and Restated Certificate of Incorporation, the rights of the holders of our Class A Common Stock,\nClass B Common Stock and Class C Common Stock will be identical, except with respect to voting. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to 10 votes per\nshare. The Class C Common Stock will have no voting rights, except as provided in the Amended and Restated Certificate of Incorporation or as required by applicable law.

The “Class C Dividend” means (x) the Declared Class C Dividend or (y) any reclassification or recapitalization\n(in each case, other than through a merger) of each share of Class A Common Stock outstanding into one share of Class A Common Stock and one share of Class C Common Stock, where such reclassification or recapitalization is\neconomically equivalent to the Declared Class C Dividend. A “Class C Trigger Event” will be deemed to have occurred if, on or prior to April 15, 2029, we issue, in connection with the Class C Dividend, shares of\nClass C Common Stock that are approved for listing, subject to official notice of issuance, on the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange. We will provide written notice of the occurrence of the\nClass C Trigger Event to the holders of shares of the Series A Mandatory Convertible Preferred Stock within two business days of such occurrence.

Dividends

Subject to the rights of\nholders of any class of capital stock ranking senior to the Series A Mandatory Convertible Preferred Stock with respect to dividends, holders of shares of Series A Mandatory Convertible Preferred Stock will be entitled to receive, when, as\nand if declared by our board of directors, or an authorized committee thereof, out of funds legally available for payment, cumulative dividends at the rate per annum of 6.50% on the liquidation preference of $1,000 per share of Series A\nMandatory Convertible Preferred Stock (equivalent to $65.00 per annum per share), payable in cash, by delivery of shares of our Class A Common Stock or through any combination of cash and shares of our Class A Common Stock, as determined\nby our board of directors (or an authorized committee thereof) in its sole discretion (subject to the limitations described below). See the section titled “—Method of Payment of Dividends.” Declared dividends on the Series A\nMandatory Convertible Preferred Stock will be payable quarterly on February 15, May 15, August 15 and November 15 of each year to, and including, August 15, 2029, commencing on, and including, February 15, 2027 (each, a\n“dividend payment date”), at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the initial issue date of the Series A\nMandatory Convertible Preferred Stock, whether or not in any dividend period or periods there have been funds legally available for the payment of such dividends. Declared dividends will be payable on the relevant dividend payment date to holders of\nrecord as they appear on our stock register at 5:00 p.m., New York City time, on the February 1, May 1, August 1 or November 1, as the case may be, immediately preceding the

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\nrelevant dividend payment date (each, a “record date”), whether or not such holders convert their shares, or such shares are automatically converted, after a record date and on or\nprior to the immediately succeeding dividend payment date. These record dates will apply regardless of whether a particular record date is a business day. A “business day” means any day other than a Saturday or Sunday or other day\non which commercial banks in New York City are authorized or required by law or executive order to close. If a dividend payment date is not a business day, payment will be made on the next succeeding business day, without any interest or other\npayment in lieu of interest accruing with respect to this delay.

A full dividend period is the period from, and including, a dividend\npayment date to, but excluding, the next dividend payment date, except that the initial dividend period will commence on, and include, the initial issue date of our Series A Mandatory Convertible Preferred Stock and will end on, and exclude,\nthe February 15, 2027 dividend payment date. The amount of dividends payable on each share of Series A Mandatory Convertible Preferred Stock for each full dividend period (after the initial dividend period) will be computed by dividing the\nannual dividend rate by four. Dividends payable on the Series A Mandatory Convertible Preferred Stock for the initial dividend period and any partial dividend period will be computed based upon the actual number of days elapsed during the\nperiod over a 360-day year (consisting of twelve 30-day months). Accordingly, the dividend on the Series A Mandatory Convertible Preferred Stock for the first\ndividend period, assuming the initial issue date is October 29, 2026, will be approximately $19.1389 per share (based on the annual dividend rate of 6.50% and a liquidation preference of $1,000 per share) and will be payable, when, as and if\ndeclared, on February 15, 2027. The dividend on the Series A Mandatory Convertible Preferred Stock for each subsequent full dividend period, when, as and if declared, will be $16.2500 per share (based on the annual dividend rate of 6.50%\nand a liquidation preference of $1,000 per share). Accumulated dividends will not bear interest if they are paid subsequent to the applicable dividend payment date.

No dividend will be declared or paid upon, or any sum or number of shares of Class A Common Stock set apart for the payment of dividends\nupon, any outstanding share of the Series A Mandatory Convertible Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of\nshares of Class A Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Mandatory Convertible Preferred Stock.

Our ability to declare and pay cash dividends and make other distributions with respect to our capital stock, including the Series A\nMandatory Convertible Preferred Stock may be limited by the terms of any future indebtedness. In addition, our ability to declare and pay dividends may be limited by applicable Delaware law. See the section titled “Risk Factors—Risks\nRelated to this Offering and Series A Depositary Shares and the Series A Mandatory Convertible Preferred Stock—Our ability to pay dividends on our Series A Mandatory Convertible Preferred Stock may be limited.”

So long as any share of the Series A Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be\ndeclared or paid on the Class A Common Stock or any other shares of junior stock, and no Class A Common Stock or other junior stock or parity stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for\nconsideration by us or any of our subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Class A Common Stock have been set apart\nfor the payment of such dividends upon, all outstanding shares of Series A Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to: (i) a dividend payable on any Class A Common Stock or other junior stock in\nshares of any Class A Common Stock or other junior stock, including the Class C Dividend; (ii) the acquisition of shares of any Class A Common Stock or other junior stock in exchange for, or a purchase, redemption or other\nacquisition for value of shares of any Class A Common Stock or other junior stock with the proceeds from a substantially concurrent sale of, shares of any Class A Common Stock or other junior stock and the payment of cash in lieu of any\nfractional share; (iii) purchases of fractional interests in shares of any Class A Common Stock or other junior stock pursuant to the conversion or exchange provisions of such shares of other junior stock or\n

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\nany securities exchangeable for or convertible into such shares of Class A Common Stock or other junior stock; (iv) redemptions, purchases or other acquisitions of shares of\nClass A Common Stock or other junior stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more of our or our subsidiaries’ employees, officers, directors,\nconsultants or independent contractors, including, without limitation, the forfeiture of unvested shares of restricted stock or share withholdings upon exercise, delivery or vesting of equity awards and the payment of cash in lieu of any fractional\nshare; (v) any dividends or distributions of rights or Class A Common Stock or other junior stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights\nplan, and the payment of cash in lieu of fractional shares; (vi) purchases of junior stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases, if such contract was in effect before the initial issue date;\n(vii) the acquisition by us or any of our subsidiaries of record ownership in Class A Common Stock or other junior stock or parity stock or on behalf of any other persons (other than us or any of our subsidiaries) that is a beneficial\nowner thereof, including as trustees or custodians; (viii) the exchange or conversion or reclassification of junior stock for or into other junior stock or of parity stock for or into other parity stock (with the same or lesser aggregate\nliquidation preference) and the payment of cash in lieu of fractional shares; or (ix) the entry into, exercise of any rights under or the settlement of any convertible note hedge transactions or capped call transactions entered into in\nconnection with the issuance, by us or any of our subsidiaries, of any preferred stock or debt securities that are convertible into, or exchangeable for, our Class A Common Stock or other junior stock (or into or for any combination of cash and\nour Class A Common Stock or other junior stock based on the value of our Class A Common Stock or other junior stock), provided such convertible note hedge transactions or capped call transactions, as applicable, were entered into\n(x) before the initial issue date or (y) on customary terms in compliance with the foregoing provision.

When dividends on\nshares of the Series A Mandatory Convertible Preferred Stock have not been paid in full on any dividend payment date or declared and a sum or number of shares of Class A Common Stock sufficient for payment thereof set aside for the benefit\nof the holders thereof on the applicable record date, no dividends may be declared or paid on any parity stock unless dividends are declared on the Series A Mandatory Convertible Preferred Stock such that the respective amounts of such\ndividends declared on the Series A Mandatory Convertible Preferred Stock and each such other class or series of parity stock shall bear the same ratio to each other as all accumulated and unpaid dividends per share on the shares of the\nSeries A Mandatory Convertible Preferred Stock and such class or series of parity stock (which dollar amount will, if dividends on such class or series of parity stock are not cumulative, be the full amount of dividends per share thereof in\nrespect of the most recent dividend period thereof) (subject to their having been declared by the board of directors, or an authorized committee thereof, out of legally available funds) bear to each other immediately prior to the payment of such\ndividends, in proportion to their respective liquidation preferences; provided that any unpaid dividends will continue to accumulate. Except as otherwise described in this prospectus supplement, dividends on any share of Series A\nMandatory Convertible Preferred Stock converted to Class A Common Stock will cease to accumulate on the applicable conversion date.

For the avoidance of doubt, the provisions described in this section will not prohibit or restrict the payment or other acquisition for value\nof any debt securities that are convertible into, or exchangeable for, any junior stock.

Subject to the foregoing, and not otherwise,\nsuch dividends (payable in cash, securities or other property) as may be determined by the board of directors, or an authorized committee thereof, may be declared and paid on any securities, including Class A Common Stock and other junior\nstock, from time to time out of any funds legally available for such payment, and holders of the Series A Mandatory Convertible Preferred Stock shall not be entitled to participate in any such dividends.

If we (or an applicable withholding agent) are required to withhold on distributions of Class A Common Stock to a holder (see the section\ntitled “U.S. Federal Income Tax Considerations”) and pay the applicable withholding taxes, we may, at our option, or an applicable withholding agent may, withhold such taxes from, or set off such taxes against, payments of cash or shares\nof Class A Common Stock payable to such holder or such holder’s other funds or assets.

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Notwithstanding anything in this prospectus supplement to the contrary, on and after the\ndate that is the later of (i) the date on which the Class C Trigger Event occurs and (ii) the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock (the “Class C\nDividend Trigger Date”), all references to “Class A Common Stock” in this section entitled “—Dividends” will be deemed to be references to “Class C Common Stock”.

Method of Payment of Dividends

Subject\nto the limitations described below, we may pay any declared dividend (or any portion of any declared dividend) on the Series A Mandatory Convertible Preferred Stock (whether or not for a current dividend period or any prior dividend period), as\ndetermined by our board of directors (or an authorized committee thereof) in its sole discretion:

\n\n\n\n\n

•

by paying cash;

\n\n\n\n\n

•

by delivering shares of our Class A Common Stock; or

\n\n\n\n\n

•

through any combination of paying cash and delivering shares of our Class A Common Stock.\n

We will make each payment of a declared dividend on the Series A Mandatory Convertible Preferred Stock in cash,\nexcept to the extent we timely elect to make all or any portion of such payment in shares of our Class A Common Stock. We will give the holders of the Series A Mandatory Convertible Preferred Stock notice of any such election, and the\nportion of such payment that will be made in cash and the portion that will be made in Class A Common Stock, on the earlier of the date we declare such dividend and the tenth scheduled trading day (as defined below) immediately preceding the\ndividend payment date for such dividend.

If we elect to make any payment of a declared dividend, or any portion thereof, in shares of our\nClass A Common Stock, such shares shall be valued for such purpose at the average VWAP per share (as defined below) of our Class A Common Stock over the five consecutive trading day period ending on, and including, the second trading day\nimmediately preceding the applicable dividend payment date (the “five-day average price”), multiplied by 97%.

No fractional shares of Class A Common Stock will be delivered to the holders of the Series A Mandatory Convertible Preferred Stock\nin respect of dividends. We will instead pay a cash adjustment to each holder that would otherwise be entitled to a fraction of a share of Class A Common Stock based on the five-day average price.

To the extent a shelf registration statement is required in our reasonable judgment in connection with the issuance of or for resales of\nClass A Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion, we will, to the extent such a registration statement is not currently filed and effective, use our commercially reasonable efforts\nto file and maintain the effectiveness of such a shelf registration statement until the earlier of such time as all such shares of Class A Common Stock have been resold thereunder and such time as all such shares are freely tradable without\nregistration by holders thereof that are not, and have not been within the three months preceding, “affiliates” of ours for purposes of the Securities Act. To the extent applicable, we will also use our commercially reasonable efforts to\nhave the shares of Class A Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the Nasdaq Global Select Market (or if our Class A Common Stock is not listed on the Nasdaq\nGlobal Select Market, on the principal other U.S. national or regional securities exchange on which our Class A Common Stock is then listed).

Notwithstanding the foregoing, in no event will the number of shares of our Class A Common Stock delivered in connection with any\ndeclared dividend exceed a number equal to the amount of such declared dividend as to which we have elected to deliver shares of our Class A Common Stock in lieu of paying cash

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\ndivided by $218.75, which amount represents 35% of the initial price (as defined below), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each\nfixed conversion rate as set forth below under the section titled “—Anti-dilution Adjustments”, including the adjustment made pursuant to clause (7) thereof (such dollar amount, as adjusted, the “floor price”). To\nthe extent that the amount of the declared dividend as to which we have elected to deliver shares of our Class A Common Stock in lieu of paying cash exceeds the product of the number of shares of Class A Common Stock delivered in\nconnection with such declared dividend and 97% of the five-day average price, we will, if we are legally able to do so, notwithstanding any notice by us to the contrary, pay such excess amount in cash.

Notwithstanding anything in this prospectus supplement to the contrary, on and after the Class C Dividend Trigger Date, all references to\n“Class A Common Stock” in this section entitled “—Method of Payment of Dividends” will be deemed to be references to “Class C Common Stock.” For the avoidance of doubt, on and after the\nClass C Dividend Trigger Date, the floor price referenced in the immediately preceding paragraph will be the then-current floor price after giving effect to any adjustment thereto in a manner inversely proportional to any anti-dilution\nadjustment to each fixed conversion rate pursuant to the provisions under the section titled “—Anti-dilution Adjustments”, including the adjustment described in clause (7) thereof.

No Redemption

We may not redeem the\nSeries A Mandatory Convertible Preferred Stock. However, at our option, we may purchase the Series A Mandatory Convertible Preferred Stock or Series A Depositary Shares from time to time in the open market, by tender offer, exchange\noffer or otherwise.

Rights Upon Our Liquidation, Winding-up or Dissolution

In the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of\nSeries A Mandatory Convertible Preferred Stock will be entitled to receive an amount per share of the Series A Mandatory Convertible Preferred Stock equal to the greater of (x) $1,000 per share of the Series A Mandatory Convertible\nPreferred Stock (the “liquidation preference”) plus an amount equal to any accumulated and unpaid dividends per share of such Series A Mandatory Convertible Preferred Stock to, but excluding, the date fixed for such\nliquidation, winding-up or dissolution and (y)(i) the per share amount to be paid or distributed to holders of the Class A Common Stock or Class C Common Stock, as applicable, then underlying the\nSeries A Mandatory Convertible Preferred Stock in connection with such voluntary or involuntary liquidation, winding-up or dissolution, multiplied by (ii) the then-current maximum conversion\nrate, to be paid out of our assets available for distribution to our shareholders, after satisfaction of liabilities owed to our creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock\n(including our Class A Common Stock). If, upon our voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the Series A Mandatory Convertible Preferred\nStock and all parity stock are not paid in full, the holders of the Series A Mandatory Convertible Preferred Stock and any parity stock will share equally and ratably in any distribution of our assets in proportion to the respective amounts to\nwhich they are entitled upon our voluntary or involuntary liquidation, winding-up or dissolution. After payment of the full amount due in connection with any voluntary or involuntary liquidation, winding-up or dissolution of us to which they are entitled, the holders of the Series A Mandatory Convertible Preferred Stock will have no right or claim to any of our remaining assets.

Neither the sale of all or substantially all of our assets or business (other than in connection with our liquidation, winding-up or dissolution), nor our merger or consolidation into or with any other person, will be deemed to be our voluntary or involuntary liquidation, winding-up or\ndissolution.

The certificate of designations for our Series A Mandatory Convertible Preferred Stock does not contain any provision\nrequiring funds to be set aside to protect the amounts due in respect of the Series A Mandatory Convertible Preferred Stock upon our voluntary or involuntary liquidation, winding-up or dissolution even\nthough it is substantially in excess of the par value thereof.

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Voting Rights

The holders of the Series A Mandatory Convertible Preferred Stock do not have voting rights other than those described below, except as\nspecifically required by Delaware law.

Whenever dividends on any shares of Series A Mandatory Convertible Preferred Stock have not\nbeen declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, February 15, 2027), whether\nor not for consecutive dividend periods (a “nonpayment”), the holders of such shares of Series A Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of voting preferred\nstock (as defined below) then outstanding, will be entitled at our next special or annual meeting of shareholders to vote for the election of a total of two additional members of our board of directors (the “preferred stock directors”);\nprovided that the election of any such directors will not cause us to violate (x) the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange on which our securities may be listed) that requires listed\ncompanies to have a majority of independent directors or (y) the portion of our Corporate Governance Guidelines as in effect on the date of this prospectus supplement that requires us to have a majority of independent directors; provided\nfurther that our board of directors shall at no time include more than two preferred stock directors. In the event of a nonpayment, we will increase the number of directors on our board of directors by two, and the new directors will be elected\nat an annual or special meeting of shareholders called by our board of directors, subject to its fiduciary duties, at the request of the holders of at least 25% of the shares of Series A Mandatory Convertible Preferred Stock or of any other\nseries of voting preferred stock (provided that if such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of shareholders, such election shall be held at such next annual or special\nmeeting of shareholders), and at each subsequent annual meeting, so long as the holders of Series A Mandatory Convertible Preferred Stock continue to have such voting rights.

As used in this prospectus supplement, “voting preferred stock” means any class or series of our parity stock upon which like\nvoting rights have been conferred and are exercisable. Whether a plurality, majority or other portion of the Series A Mandatory Convertible Preferred Stock and any other voting preferred stock have been voted in favor of any matter shall be\ndetermined by reference to the respective liquidation preference amounts of the Series A Mandatory Convertible Preferred Stock and such other voting preferred stock voted.

If and when all accumulated and unpaid dividends have been paid in full, or declared and a sum or number of shares of Class A Common\nStock or Class C Common Stock, as the case may be, sufficient for such payment shall have been set aside (a “nonpayment remedy”), the holders of Series A Mandatory Convertible Preferred Stock shall immediately and, without any\nfurther action by us, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent nonpayment. If such voting rights for the holders of Series A Mandatory Convertible Preferred Stock and\nall other holders of voting preferred stock have terminated, the term of office of each preferred stock director so elected will terminate at such time and the number of directors on our board of directors shall automatically decrease by two.

Any preferred stock director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of\nSeries A Mandatory Convertible Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a class) when they have the voting rights described above. In the event that a nonpayment shall have occurred and\nthere shall not have been a nonpayment remedy, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preferred stock director remaining in\noffice or, if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Mandatory Convertible Preferred Stock and any other shares of voting preferred stock then outstanding (voting together\nas a class) when they have the voting rights described above; provided that the filling of each vacancy will not cause us to violate (x) the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange on\nwhich our securities may be listed) that requires listed companies to have a majority of independent

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\ndirectors or (y) the portion of our Corporate Governance Guidelines as in effect on the date of this prospectus supplement that requires us to have a majority of independent directors.

So long as any shares of Series A Mandatory Convertible Preferred Stock remain outstanding, we will not, without the affirmative vote or\nconsent of the holders of at least two-thirds of the outstanding shares of Series A Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of\nvoting preferred stock then outstanding given in person or by proxy, either in writing or at a meeting, authorize or create, or increase the authorized amount of, any senior stock.

Further, so long as any shares of Series A Mandatory Convertible Preferred Stock remain outstanding, we will not, without the affirmative\nvote or consent of the holders of at least two-thirds of the outstanding shares of Series A Mandatory Convertible Preferred Stock, given in person or by proxy, either in writing or at a meeting:

\n\n\n\n\n

•

amend, alter or repeal the provisions of our certificate of incorporation as in effect at such time or the\ncertificate of designations for the shares of Series A Mandatory Convertible Preferred Stock so as to materially and adversely affect the rights, preferences, privileges or voting powers of the shares of Series A Mandatory Convertible\nPreferred Stock; or

\n\n\n\n\n

•

consummate a binding share exchange or reclassification involving the shares of Series A Mandatory\nConvertible Preferred Stock or a merger or consolidation of us with or into another entity, unless either (i) the shares of Series A Mandatory Convertible Preferred Stock remain outstanding and have rights, preferences, privileges and\nvoting powers, taken as a whole, that are no less favorable to the holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred Stock immediately prior to\nsuch consummation, taken as a whole, or (ii) in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, the shares of Series A Mandatory Convertible Preferred Stock are converted\ninto or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and such preference securities have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the\nholders thereof in any material respect than the rights, preferences, privileges and voting powers of the Series A Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a whole.

Notwithstanding these provisions, (1) any increase in the amount of our authorized but unissued shares of preferred stock, (2) any\nincrease in the amount of authorized or issued shares of Series A Mandatory Convertible Preferred Stock, (3) the creation and issuance, or an increase in the authorized or issued amount, of any series of junior stock or any other series of\nparity stock, (4) the effectiveness of our Amended and Restated Certificate of Incorporation and the restated charter certificate of designations and (5) the application of the provisions described below under the section titled\n“—Recapitalizations, Reclassifications and Changes in our Class A Common Stock,” will in each case be deemed not to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A\nMandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of holders of the Series A Mandatory Convertible Preferred Stock.

Without the consent of the holders of the Series A Mandatory Convertible Preferred Stock, we may amend, alter, supplement, or repeal any\nterms of the Series A Mandatory Convertible Preferred Stock by amending or supplementing our certificate of incorporation as in effect at such time, the certificate of designations or any stock certificate representing shares of the\nSeries A Mandatory Convertible Preferred Stock for the following purposes:

\n\n\n\n\n

•

to cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument;\n

\n\n\n\n\n

•

to make any provision with respect to matters or questions relating to the Series A Mandatory Convertible\nPreferred Stock that is not inconsistent with the provisions of the certificate of designations for the Series A Mandatory Convertible Preferred Stock and that does not materially and adversely affect the rights of any holder of the\nSeries A Mandatory Convertible Preferred Stock; or

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\n\n\n\n\n

•

to make any other change that does not materially and adversely affect the rights of any holder of the\nSeries A Mandatory Convertible Preferred Stock (other than any holder that consents to such change).

In addition,\nwithout the consent of the holders of the Series A Mandatory Convertible Preferred Stock, we may amend, alter, supplement or repeal any terms of the Series A Mandatory Convertible Preferred Stock to (x) conform the terms of the\nSeries A Mandatory Convertible Preferred Stock to the description thereof in the accompanying prospectus, as supplemented and/or amended by this “Description of Series A Mandatory Convertible Preferred Stock” section of the\npreliminary prospectus supplement for the Series A Mandatory Convertible Preferred Stock, as further supplemented and/or amended by the related pricing term sheet or (y) file a certificate of correction with respect to the certificate of\ndesignations for the Series A Mandatory Convertible Preferred Stock to the extent permitted by Section 103(f) of the Delaware General Corporation Law.

Mandatory Conversion

Each outstanding\nshare of the Series A Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert on the mandatory conversion date, into a number of shares of Class A Common Stock equal to the conversion rate described\nbelow. If we declare a dividend for the dividend period ending on August 15, 2029, we will pay such dividend to the holders of record as of August 1, 2029, as described above under the section titled “—Dividends.” If on\nor prior to August 1, 2029 we have not declared all or any portion of all accumulated and unpaid dividends on the Series A Mandatory Convertible Preferred Stock through August 15, 2029, the conversion rate will be adjusted so that\nholders receive an additional number of shares of Class A Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared (the “additional conversion amount”), divided by the greater of\n(i) the floor price and (ii) 97% of the five-day average price (calculated as if the applicable dividend payment date were August 15, 2029). To the extent that the additional conversion amount\nexceeds the product of such number of additional shares and 97% of such five-day average price, we will, if we are legally able to do so, pay such excess amount in cash pro rata to the holders of the\nSeries A Mandatory Convertible Preferred Stock.

The conversion rate, which is the number of shares of Class A Common Stock\nissuable upon conversion of each share of Series A Mandatory Convertible Preferred Stock on the mandatory conversion date (excluding any shares of our Class A Common Stock issued in respect of accumulated but unpaid dividends, if any),\nwill be as follows:

\n\n\n\n\n

•

if the applicable market value of our Class A Common Stock is greater than the “threshold appreciation\nprice,” then the conversion rate will be 1.3620 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock (the “minimum conversion rate”), which is approximately equal to $1,000 divided\nby the threshold appreciation price;

\n\n\n\n\n

•

if the applicable market value of our Class A Common Stock is less than or equal to the threshold\nappreciation price but equal to or greater than the “initial price,” then the conversion rate will be equal to $1,000 divided by the applicable market value of our Class A Common Stock, rounded to the nearest ten-thousandth, which will be between 1.3620 and 1.6000 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock; or

\n\n\n\n\n

•

if the applicable market value of our Class A Common Stock is less than the initial price, then the\nconversion rate will be 1.6000 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock (the “maximum conversion rate”), which is approximately equal to $1,000 divided by the initial\nprice.

The “initial price” equals $1,000, divided by the maximum conversion rate, rounded to the\nnearest $0.0001, and is initially equal to the per share public offering price of the Class A Common Stock sold in connection with the forward sale agreements we entered into with the forward purchasers concurrently with this offering.

The “threshold appreciation price” equals $1,000, divided by the minimum conversion rate, rounded to the nearest $0.0001,\nand initially represents an approximately 17.5% appreciation over the initial price.

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We refer to the minimum conversion rate and the maximum conversion rate collectively as the\n“fixed conversion rates.” The fixed conversion rates and the applicable market value are each subject to adjustment as described under the section titled “—Anti-dilution Adjustments” below.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the Class C Trigger Event, all\nreferences to “Class A Common Stock” in the portion of this section entitled “—Mandatory Conversion” above will be deemed to be references to “Class C Common Stock”. For the avoidance of doubt,\nfollowing the occurrence of the Class C Trigger Event, the “minimum conversion rate” and the “maximum conversion rate” referenced in the immediately preceding four paragraphs will be the then-current minimum conversion\nrate and maximum conversion rate, after giving effect to any adjustment thereto pursuant to the provisions under the section titled “—Anti-dilution Adjustments”, including the adjustment described in clause (7) thereof.

Hypothetical Conversion Values upon Mandatory Conversion

For illustrative purposes only, the following table shows the number of shares of our Class A Common Stock that a holder of our\nSeries A Mandatory Convertible Preferred Stock would receive upon mandatory conversion of one share of Series A Mandatory Convertible Preferred Stock at various applicable market values for our Class A Common Stock. The table assumes\nthat (i) the Class C Trigger Event has not occurred, (ii) there will be no conversion rate adjustments as described below under the section titled “—Anti-dilution Adjustments” and (iii) dividends on the shares\nof Series A Mandatory Convertible Preferred Stock will be declared and paid in cash. The actual applicable market value of shares of our Class A Common Stock may differ from those set forth in the table below. Given an initial price of\n$625.0000 and a threshold appreciation price of $734.2144, a holder of our Series A Mandatory Convertible Preferred Stock would receive on the mandatory conversion date the number of shares of our Class A Common Stock per share of our\nSeries A Mandatory Convertible Preferred Stock set forth below:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Applicable Market Value of Our Class A Common\nStock	Number of Shares of our Class A Common Stock to Be Received Upon Conversion	Conversion Value (Applicable Market Value Multiplied by the Number of Shares of Our Class A Common Stock to Be Received Upon\nConversion)
$465.00	1.6000	$ 744.00
$505.00	1.6000	$ 808.00
$545.00	1.6000	$ 872.00
$585.00	1.6000	$ 936.00
$625.0000	1.6000	$1,000.00
$665.00	1.5038	$1,000.00
$700.00	1.4286	$1,000.00
$734.2144	1.3620	$1,000.00
$780.00	1.3620	$1,062.36
$820.00	1.3620	$1,116.84
$860.00	1.3620	$1,171.32
$900.00	1.3620	$1,225.80

Accordingly, if the applicable market value of our Class A Common Stock is greater than the threshold\nappreciation price, the aggregate market value of our Class A Common Stock delivered upon conversion of each share of the Series A Mandatory Convertible Preferred Stock will be greater than the $1,000 liquidation preference of the share of\nthe Series A Mandatory Convertible Preferred Stock, assuming that the market price of our Class A Common Stock on the mandatory conversion date is the same as the applicable market value of our Class A Common Stock. If the applicable\nmarket value for our Class A Common Stock is greater than or equal to the initial price and less than or equal to the threshold appreciation price, the aggregate market value of our Class A Common Stock delivered upon conversion of each\nshare of the Series A Mandatory Convertible Preferred Stock will be equal to the $1,000 liquidation preference of the share of the Series A Mandatory Convertible Preferred Stock, assuming that the market price of our Class A Common\nStock on the mandatory

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\nconversion date is the same as the applicable market value of our Class A Common Stock. If the applicable market value of our Class A Common Stock is less than the initial price, the\naggregate market value of our Class A Common Stock delivered upon conversion of each share of the Series A Mandatory Convertible Preferred Stock will be less than the $1,000 liquidation preference of the share of the Series A\nMandatory Convertible Preferred Stock, assuming that the market price of our Class A Common Stock on the mandatory conversion date is the same as the applicable market value of our Class A Common Stock.

Definitions

“Applicable market\nvalue” means (i) with respect to Class A Common Stock, the average VWAP per share of our Class A Common Stock over the final averaging period and (ii) with respect to Class C Common Stock, the average VWAP per share of\nour Class C Common Stock over the final averaging period.

“Final averaging period” means the 20 consecutive trading day\nperiod beginning on, and including, the 21st scheduled trading day immediately preceding August 15, 2029.

“Mandatory\nconversion date” means the second business day immediately following the last trading day of the final averaging period. The “mandatory conversion date” is expected to be August 15, 2029.

“Trading day” means a day on which (i) there is no “market disruption event” (as defined below) and\n(ii) trading in our Class A Common Stock generally occurs on the Nasdaq Global Select Market or, if our Class A Common Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional\nsecurities exchange on which our Class A Common Stock is then listed or, if our Class A Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our Class A Common\nStock is then listed or admitted for trading. If our Class A Common Stock is not so listed or admitted for trading, “trading day” means a “business day.” Notwithstanding the foregoing, following the occurrence of the\nClass C Trigger Event, all references to “Class A Common Stock” in this definition will be deemed to be references to the “Class C Common Stock.”

“Market disruption event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which\nour Class A Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for our Class A\nCommon Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise)\nin our Class A Common Stock or in any options contracts or futures contracts relating to our Class A Common Stock. Notwithstanding the foregoing, following the occurrence of the Class C Trigger Event, all references to\n“Class A Common Stock” in this definition will be deemed to be references to “Class C Common Stock.”

A\n“scheduled trading day” is any day that is scheduled to be a trading day.

“VWAP” on any trading day means\n(i) with respect to Class A Common Stock, the per share volume-weighted average price as displayed on Bloomberg page “META <Equity> AQR” (or its equivalent successor if such page is not available) and (ii) with\nrespect to Class C Common Stock, the per share volume-weighted average price as displayed on the Bloomberg page equivalent to the page referenced in clause (i) above with respect to the Class C Common Stock (or its equivalent\nsuccessor if such page is not available), in each case, in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time (or, if the scheduled close of trading of the primary session for the primary U.S. national or regional securities\nexchange or market on which our Class A Common Stock or Class C Common Stock, as the case may be, is listed or admitted for trading on such trading day is earlier, such earlier scheduled close of trading), on such trading day; or, if such\nprice is not available, “VWAP” means the market value per share of our Class A Common Stock or our Class C Common Stock, as the case may be, on such trading day as determined, using a volume-weighted average method, by a\nnationally recognized independent investment banking firm retained by us for this purpose. The “average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each trading day in such period.

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Conversion at the Option of the Holder

Other than during a fundamental change conversion period (as defined below under the section titled “—Conversion at the Option of\nthe Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”), holders of the Series A Mandatory Convertible Preferred Stock have the right to convert their shares of Series A Mandatory Convertible Preferred\nStock, in whole or in part (but in no event less than one share of Series A Mandatory Convertible Preferred Stock), at any time on or after the 50th trading day immediately following the Class C Dividend Trigger Date and prior to\nAugust 15, 2029, into shares of our Class C Common Stock at the then-current minimum conversion rate, after giving effect to any applicable adjustment as described under the section titled “—Anti-dilution Adjustments”\nbelow, including the adjustment described in clause (7) thereof.

If as of the effective date of any early conversion (the\n“early conversion date”), we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on or prior to the dividend payment date immediately preceding such early conversion date, the\nconversion rate will be adjusted so that converting holders receive an additional number of shares of Class C Common Stock equal to such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods (the\n“early conversion additional conversion amount”), divided by the greater of (i) the floor price and (ii) the average VWAP per share of our Class C Common Stock over the 20 consecutive trading day period ending on,\nand including, the second trading day immediately preceding the early conversion date (the “early conversion average price”). To the extent that the early conversion additional conversion amount exceeds the product of such number of\nadditional shares and the early conversion average price, we will not have any obligation to pay the shortfall in cash.

Except as\ndescribed in the immediately preceding paragraph, upon any optional conversion of any shares of the Series A Mandatory Convertible Preferred Stock pursuant to this “—Conversion at the Option of the Holder” section, we will\nmake no payment or allowance for unpaid dividends on such shares of the Series A Mandatory Convertible Preferred Stock, unless such early conversion date occurs after the record date for a declared dividend and on or prior to the immediately\nsucceeding dividend payment date, in which case such dividend will be paid on such dividend payment date to the holder of record of the converted shares as of such record date, as described under “—Dividends.”

Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount

General

If a\nfundamental change (as defined below) occurs on or prior to August 15, 2029, holders of the Series A Mandatory Convertible Preferred Stock will have the right (the “fundamental change early conversion right”) to:\n(i) convert their shares of Series A Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Series A Mandatory Convertible Preferred Stock), into (A) if the Class C Trigger Event\nhas occurred on or prior to the related fundamental change reference date (as defined below), shares of Class C Common Stock or (B) if the Class C Trigger Event has not occurred on or prior to the related fundamental change reference\ndate, shares of Class A Common Stock, in each case, at the applicable fundamental change conversion rate described below; (ii) with respect to such converted shares, receive an amount equal to the present value, as of the fundamental\nchange reference date, calculated using a discount rate of 4.75% per annum, of all dividend payments on such shares (excluding any accumulated and unpaid dividends for any dividend period prior to the fundamental change reference date, including for\nthe partial dividend period, if any, from, and including, the dividend payment date immediately preceding the fundamental change reference date to, but excluding, the fundamental change reference date (collectively, the “accumulated dividend\namount”)) for all the remaining full dividend periods and for the partial dividend period from, and including, the fundamental change reference date to, but excluding, the next dividend payment date (the “fundamental change dividend\nmake-whole amount”); and (iii) with respect to such converted shares, to the extent that, as of the fundamental change reference date, there is any accumulated dividend amount, receive payment of the accumulated dividend amount\n

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\n(clauses (ii) and (iii), together, the “make-whole dividend amount”), in the case of clauses (ii) and (iii), subject to our right to deliver shares of our Class A\nCommon Stock or, following the occurrence of Class C Trigger Event, shares of our Class C Common Stock in lieu of all or part of such amounts as described under the section titled “—Make-Whole Dividend Amount” below;\nprovided that, if the fundamental change reference date or the conversion date occurs after the record date for a declared dividend and on or prior to the next dividend payment date, such dividend will be paid on such dividend payment date to\nthe holders as of such record date, as described under the section titled “—Dividends,” such dividend will not be included in the accumulated dividend amount, and the fundamental change dividend make-whole amount will not include\nthe present value of the payment of such dividend. For purposes of this section, “fundamental change reference date” with respect to any fundamental change means (i) if the effective date of such fundamental change occurs prior to\nthe first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock and\n(ii) in all other cases, the effective date of such fundamental change.

To exercise the fundamental change early conversion right,\nholders must submit their shares of the Series A Mandatory Convertible Preferred Stock for conversion at any time during the period (the “fundamental change conversion period”) beginning on, and including, the fundamental change\nreference date (or, if such fundamental change reference date is not a business day, the next succeeding business day) and ending at 5:00 p.m., New York City time, on the date that is the earlier of (a) 20 calendar days after the fundamental change\nreference date (or, if later in the case of a fundamental change reference date that occurs on the effective date of the fundamental change, the date that is 20 calendar days after holders receive notice of such fundamental change) and\n(b) August 15, 2029. For the avoidance of doubt, the fundamental change conversion period may not end on a date that is later than August 15, 2029. Holders of Series A Mandatory Convertible Preferred Stock who submit their shares\nfor conversion during the fundamental change conversion period will have such shares converted at the conversion rate specified in the table below (the “fundamental change conversion rate”) and will be entitled to receive the make-whole\ndividend amount. Holders of Series A Mandatory Convertible Preferred Stock who do not submit their shares for conversion during the fundamental change conversion period will not be entitled to convert their shares of Series A Mandatory\nConvertible Preferred Stock at the fundamental change conversion rate or to receive the make-whole dividend amount.

We will notify\nholders of the effective date of a fundamental change and the applicable fundamental change conversion rate as of such effective date no later than the second business day following such effective date.

A “fundamental change” will be deemed to have occurred at the time any of the following occurs after the initial issue date of the\nSeries A Mandatory Convertible Preferred Stock:

\n\n\n\n

(1)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act,\nother than us, our wholly owned subsidiaries and our and their employee benefit or incentive plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such “person” or “group” has\nbecome the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the outstanding shares of our Class A Common Stock or we otherwise become\naware of such beneficial ownership;

\n\n\n\n

(2)

the consummation of (A) any recapitalization, reclassification or change of our Class A Common Stock\n(other than (i) a change only in par value, (ii) changes resulting from a subdivision or combination or (iii) the Class C Dividend) as a result of which our Class A Common Stock would be converted into, or exchanged for, or\nwould represent solely the right to receive, stock, other securities, other property or assets (including cash); (B) any share exchange, consolidation or merger of us (for the avoidance of doubt, other than the Class C Dividend) pursuant to\nwhich our Class A Common Stock will be converted into, will be exchanged for, or will represent solely the right to receive, stock, other securities, other property or assets (including cash); or (C) any sale, lease or other transfer in\none transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one of our wholly owned subsidiaries; or

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\n\n\n\n

(3)

our Class A Common Stock (or other common equity comprising all or part of the exchange property) ceases\nto be listed on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors).

A transaction or transactions described in clause (1) or clause (2) above will not constitute a fundamental change, however,\nif at least 90% of the consideration received or to be received by all of our holders of Class A Common Stock, excluding cash payments for fractional shares or pursuant to dissenters’ appraisal rights, in connection with such transaction\nor transactions consists of shares of common equity that are listed on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or will be so listed when issued or\nexchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Series A Mandatory Convertible Preferred Stock becomes convertible into or exchangeable for such consideration, excluding cash\npayments for fractional shares or pursuant to dissenters’ appraisal rights.

If any transaction in which our Class A Common\nStock is replaced by the securities of another entity occurs, following completion of any related fundamental change conversion period (or, if (i) there is no related fundamental change conversion period or (ii) such transaction occurs\nprior to the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, on the effective date of such transaction), references to us in the definition of “fundamental change” above\nshall instead be references to such other entity.

Notwithstanding anything in this prospectus supplement to the contrary, following the\noccurrence of the Class C Trigger Event, all references to “Class A Common Stock” in the definition of “fundamental change” and the two paragraphs immediately following such definition will be deemed to be\nreferences to “Class C Common Stock”.

Fundamental Change Conversion Rate

The fundamental change conversion rate will be determined by reference to the table below and is based on the effective date of the fundamental\nchange and the price (the “stock price”) paid (or deemed paid) per share of our Class A Common Stock in such transaction. If all holders of our Class A Common Stock receive only cash in exchange for their Class A Common\nStock in the fundamental change, the stock price shall be the cash amount paid per share. Otherwise, the stock price shall be the average VWAP per share of our Class A Common Stock over the five consecutive trading day period ending on, and\nincluding, the trading day immediately preceding the effective date of the relevant fundamental change.

The stock prices set forth in the\nfirst row of the table (i.e., the column headers) will be adjusted as of any date on which the fixed conversion rates of our Series A Mandatory Convertible Preferred Stock are adjusted. The adjusted stock prices will equal the stock\nprices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the minimum conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator\nof which is the minimum conversion rate as so adjusted. Each of the fundamental change conversion rates in the table will be subject to adjustment in the same manner and at the same time as each fixed conversion rate as set forth under the section\ntitled “—Anti-dilution Adjustments,” including the adjustment described in clause (7) thereof.

The following table\nsets forth the fundamental change conversion rate per share of Series A Mandatory Convertible Preferred Stock for each stock price and effective date set forth below.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Stock Price
Effective Date	$	100.00	$	250.00	$	400.00	$	525.00	$	625.00	$	650.00	$	700.00	$	734.21	$	875.00	$	1,000.00	$	1,250.00	$	1,750.00
October 29, 2026		1.4980		1.5020		1.4520		1.4200		1.4000		1.3960		1.3900		1.3860		1.3720		1.3640		1.3560		1.3520
August 15, 2027		1.5280		1.5360		1.4840		1.4440		1.4180		1.4120		1.4040		1.3980		1.3800		1.3700		1.3600		1.3540
August 15, 2028		1.5640		1.5780		1.5400		1.4880		1.4480		1.4400		1.4240		1.4160		1.3880		1.3740		1.3620		1.3580
August 15, 2029		1.6000		1.6000		1.6000		1.6000		1.6000		1.5380		1.4280		1.3620		1.3620		1.3620		1.3620		1.3620

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The exact stock price and effective date may not be set forth in the table, in which case:\n

\n\n\n\n\n

•

if the stock price is between two stock prices on the table or the effective date is between two effective dates\non the table, the fundamental change conversion rate will be determined by straight-line interpolation between the fundamental change conversion rates set forth for the higher and lower stock prices and the earlier and later effective dates, as\napplicable, based on a 365-day or 366-day year, as applicable;

\n\n\n\n\n

•

if the stock price is in excess of $1,750.00 per share (subject to adjustment in the same manner as the column\nheadings of the table above), then the fundamental change conversion rate will be the minimum conversion rate; and

\n\n\n\n\n

•

if the stock price is less than $100.00 per share (subject to adjustment in the same manner as the column\nheadings of the table above), then the fundamental change conversion rate will be the maximum conversion rate.

Notwithstanding anything in this prospectus supplement to the contrary, (i) following the occurrence of the Class C Trigger Event,\nall references to “Class A Common Stock” in the foregoing paragraphs under this sub-section entitled “—Fundamental Change Conversion Rate” will be deemed to be references to\n“Class C Common Stock” and (ii) with respect to any fundamental change that occurs prior to the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, the fundamental\nchange conversion rate applicable to such fundamental change will be the rate determined in accordance with the first paragraph in this sub-section as of the effective date of such fundamental change, as\nadjusted from time to time in the same manner and at the same time as each fixed conversion rate as set forth under the section titled “—Anti-dilution Adjustments,” including the adjustment described in clause (7) thereof,\nuntil the related conversion date. For the avoidance of doubt, the Series A Mandatory Convertible Preferred Stock will be convertible into Class C Common Stock during the related fundamental change conversion period so long as the\nClass C Trigger Event has occurred on or prior to the related fundamental change reference date, even if the Class C Trigger Event occurs after the effective date of the related fundamental change.

Make-Whole Dividend Amount

For any shares of Series A Mandatory Convertible Preferred Stock that are converted during the fundamental change conversion period,\nsubject to the limitations described below, we may pay the make-whole dividend amount, determined in our sole discretion:

\n\n\n\n\n

•

by paying cash;

\n\n\n\n\n

•

by delivering shares of our Class A Common Stock; or

\n\n\n\n\n

•

through any combination of paying cash and delivering shares of our Class A Common Stock.\n

We will pay the make-whole dividend amount in cash, except to the extent we elect on or prior to the second business\nday following the fundamental change reference date to make all or any portion of such payments by delivering shares of our Class A Common Stock. If we elect to make any payment of the make-whole dividend amount, or any portion thereof, in\nshares of our Class A Common Stock, such shares shall be valued for such purpose at the make-whole dividend valuation price. For purposes of this section, “make-whole dividend valuation price” means (i) if the effective date of\na fundamental change occurs prior to the first anniversary of the last date of original issuance of the Series A Mandatory Convertible Preferred Stock, 97% of the average VWAP per share of our Class A Common Stock over the five consecutive\ntrading day period ending on, and including, the second trading day immediately preceding the related conversion date and (ii) in all other cases, 97% of the stock price.

No fractional shares of Class A Common Stock will be delivered to the holders of the Series A Mandatory Convertible Preferred Stock\nin respect of the make-whole dividend amount. We will instead pay a cash adjustment to each converting holder that would otherwise be entitled to a fraction of a share of Class A

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\nCommon Stock based on the average VWAP per share of our Class A Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately\npreceding the conversion date.

Notwithstanding the foregoing, with respect to any conversion of Series A Mandatory Convertible\nPreferred Stock during the fundamental change conversion period, in no event will the number of shares of our Class A Common Stock that we deliver in lieu of paying all or any portion of the make-whole dividend amount in cash exceed a number\nequal to the portion of the make-whole dividend amount to be paid by the delivery of Class A Common Stock, divided by the greater of (i) the floor price as of the conversion date and (ii) the make-whole dividend valuation\nprice. To the extent that the portion of the make-whole dividend amount as to which we have elected to deliver shares of Class A Common Stock in lieu of paying cash exceeds the product of the number of shares of Class A Common Stock\ndelivered in respect of such portion of the make-whole dividend amount and the make-whole dividend valuation price, we will, if we are legally able to do so, notwithstanding any notice by us to the contrary, pay such excess amount in cash.

In addition, if we are prohibited from paying or delivering, as the case may be, the make-whole dividend amount (whether in cash or in shares\nof our Class A Common Stock), in whole or in part, due to limitations of applicable Delaware law, the fundamental change conversion rate will instead be increased by a number of shares of Class A Common Stock equal to the cash amount of\nthe aggregate unpaid and undelivered make-whole dividend amount, divided by the greater of (i) the floor price as of the conversion date and (ii) the make-whole dividend valuation price. To the extent that the cash amount of the\naggregate unpaid and undelivered make-whole dividend amount exceeds the product of such number of additional shares and the make-whole dividend valuation price, we will not have any obligation to pay the shortfall in cash.

Not later than the second business day following the fundamental change reference date, we will notify holders of:

\n\n\n\n\n

•

the fundamental change conversion rate;

\n\n\n\n\n

•

the fundamental change dividend make-whole amount and whether we will pay such amount, or any portion thereof, in\nshares of our Class A Common Stock and, if applicable, the portion of such amount that will be paid in Class A Common Stock; and

\n\n\n\n\n

•

the accumulated dividend amount and whether we will pay such amount, or any portion thereof, in shares of our\nClass A Common Stock and, if applicable, the portion of such amount that will be paid in Class A Common Stock.

Our obligation to deliver shares at the fundamental change conversion rate and pay the fundamental change dividend make-whole amount could be\nconsidered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the Class C Trigger Event, all\nreferences to “Class A Common Stock” in the foregoing paragraphs in this sub-section entitled “—Make-Whole Dividend Amount” will be deemed to be references to\n“Class C Common Stock.”

Conversion Procedures

Upon Mandatory Conversion

Any outstanding shares of Series A Mandatory Convertible Preferred Stock will automatically convert into shares of Class A Common\nStock on the mandatory conversion date. A holder will not be required to pay any taxes or duties relating to the issuance or delivery of our Class A Common Stock upon mandatory conversion of its Series A Mandatory Convertible Preferred\nStock, except that such holder will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Class A Common Stock in a name other than the name of such holder.

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Shares of Class A Common Stock will be issued and delivered and payment by us of any\ncash to which the converting holder is entitled will be made only after all applicable taxes and duties, if any, payable by the converting holder have been paid in full and such shares of Class A Common Stock will be issued, and the payment by\nus of such cash to which the converting holder is entitled will be made, in each case, on the later of the mandatory conversion date and the business day after such holder has paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of Class A Common Stock issuable upon mandatory conversion of the Series A\nMandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of 5:00 p.m., New York City time, on the mandatory conversion date. Except as provided under the section titled “—Anti-dilution\nAdjustments,” prior to 5:00 p.m., New York City time, on the mandatory conversion date, the shares of Class A Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock will not be deemed to be\noutstanding for any purpose and holders of the Series A Mandatory Convertible Preferred Stock will have no rights with respect to such shares of Class A Common Stock, including voting rights, rights to respond to tender offers and rights\nto receive any dividends or other distributions on the Class A Common Stock, by virtue of holding the Series A Mandatory Convertible Preferred Stock.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the Class C Trigger Event, all\nreferences to “Class A Common Stock” in the foregoing paragraphs in this sub-section entitled “—Upon Mandatory Conversion” will be deemed to be references to\n“Class C Common Stock”.

Upon Early Conversion

If a holder elects to convert its shares of Series A Mandatory Convertible Preferred Stock on or after the 50th trading day immediately\nfollowing the Class C Dividend Trigger Date and prior to August 15, 2029 in the manner described under the section titled “—Conversion at the Option of the Holder” or if a holder elects to convert its shares of\nSeries A Mandatory Convertible Preferred Stock prior to August 15, 2029 in the manner described under the section titled “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole\nAmount,” such holder must observe the conversion procedures set forth below.

If such holder holds a beneficial interest in a global\nshare of Series A Mandatory Convertible Preferred Stock, to convert its shares of Series A Mandatory Convertible Preferred Stock early, such holder must deliver to The Depository Trust Company (“DTC”) the appropriate\ninstruction form for conversion pursuant to DTC’s conversion program and, if such holder’s shares of Series A Mandatory Convertible Preferred Stock are held in certificated form, such holder must comply with certain procedures set\nforth in the certificate of designations.

The conversion date will be the date on which the converting holder has satisfied the foregoing\nrequirements; provided that, for the avoidance of doubt, in no event may such conversion date occur after August 15, 2029. A holder that early converts its shares of Series A Mandatory Convertible Preferred Stock will not be\nrequired to pay any taxes or duties relating to the issuance or delivery of our Class A Common Stock, except that such holder will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or\ndelivery of the Class A Common Stock in a name other than the name of such holder. Shares of Class A Common Stock will be issued and delivered and payment by us of any cash to which the converting holder is entitled will be made only after\nall applicable taxes and duties, if any, payable by the converting holder have been paid in full and such shares of Class A Common Stock will be issued, and the payment by us of such cash to which the converting holder is entitled will be made,\nin each case, on the later of the second business day immediately succeeding the conversion date and the business day after such holder has paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of Class A Common Stock issuable upon early conversion of the Series A\nMandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of 5:00 p.m., New York City time, on the applicable conversion date. Except as provided under the

S-50

\nsection titled “—Anti-dilution Adjustments,” prior to 5:00 p.m., New York City time, on the applicable conversion date, the shares of Class A Common Stock issuable upon\nearly conversion of the Series A Mandatory Convertible Preferred Stock will not be deemed to be outstanding for any purpose and a holder of shares of the Series A Mandatory Convertible Preferred Stock will have no rights with respect to\nsuch shares of Class A Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on the Class A Common Stock, by virtue of holding the Series A Mandatory\nConvertible Preferred Stock.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the\nClass C Trigger Event, all references to “Class A Common Stock” in the foregoing paragraphs in this sub-section entitled “—Upon Early Conversion” will be read as if they\nwere references to “Class C Common Stock.”

Fractional Shares

No fractional shares of Class A Common Stock will be issued to holders of our Series A Mandatory Convertible Preferred Stock upon\nconversion. In lieu of any fractional shares of Class A Common Stock otherwise issuable in respect of the aggregate number of shares of our Series A Mandatory Convertible Preferred Stock of any holder that are converted, that holder will\nbe entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (i) that same fraction; and (ii) the average VWAP per share of our Class A Common Stock over the five consecutive trading day period\nending on, and including, the second trading day immediately preceding the relevant conversion date.

If more than one share of our\nSeries A Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of shares of our Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the\naggregate number of shares of our Series A Mandatory Convertible Preferred Stock so surrendered.

Notwithstanding anything in this\nprospectus supplement to the contrary, following the occurrence of the Class C Trigger Event, all references to “Class A Common Stock” in the foregoing paragraphs in this sub-section\nentitled “—Fractional Shares” will be deemed to be references to “Class C Common Stock”.

Anti-Dilution Adjustments\n

Each fixed conversion rate will be adjusted if:

\n\n\n\n

(1)

We issue Class A Common Stock to all or substantially all holders of our Class A Common Stock as a\ndividend or other distribution, in which event, each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for determination of the holders of our Class A Common Stock entitled to receive such\ndividend or other distribution will be multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which is the sum of (x) the number of shares of our Class A Common Stock outstanding\nimmediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (y) the total number of shares of our Class A Common Stock constituting such dividend or other distribution, and

\n\n\n\n\n

•

the denominator of which is the number of shares of our Class A Common Stock outstanding immediately prior\nto 5:00 p.m., New York City time, on the date fixed for such determination.

Any increase made pursuant to this clause\n(1) will become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. If any dividend or distribution described in this clause (1) is declared but not so paid or made, each fixed conversion\nrate shall be decreased, effective as of the date our board of directors, or an authorized committee thereof, publicly announces its decision not to make such dividend or distribution, to such fixed conversion rate that would be in effect if such\ndividend or distribution had not been declared. For the purposes of this clause (1), the number of shares of Class A Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination shall not\ninclude shares held in treasury but shall

S-51

\ninclude any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common Stock. We will not pay any dividend or make any distribution on\nshares of Class A Common Stock held in treasury.

\n\n\n\n

(2)

We issue to all or substantially all holders of our Class A Common Stock rights or warrants (other than\nrights or warrants issued pursuant to a shareholders’ rights plan, customary dividend reinvestment plan or customary share purchase plan or other similar plans) entitling them, for a period of up to 45 calendar days after the announcement date\nof such issuance, to subscribe for or purchase our shares of Class A Common Stock at less than the “current market price” (as defined below) of our Class A Common Stock, in which case each fixed conversion rate in effect\nimmediately prior to 5:00 p.m., New York City time, on the date fixed for determination of the holders of our Class A Common Stock entitled to receive such rights or warrants will be increased by multiplying such fixed conversion rate by a\nfraction:

\n\n\n\n\n

•

the numerator of which is the sum of (x) the number of shares of Class A Common Stock outstanding\nimmediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (y) the number of shares of our Class A Common Stock issuable pursuant to such rights or warrants, and

\n\n\n\n\n

•

the denominator of which shall be the sum of (i) the number of shares of Class A Common Stock\noutstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (ii) the number of shares of Class A Common Stock equal to the quotient of the aggregate offering price payable to exercise such\nrights or warrants, divided by the current market price of our Class A Common Stock.

Any increase made\npursuant to this clause (2) will become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. In the event that such rights or warrants described in this clause (2) are not so issued, each\nfixed conversion rate shall be decreased, effective as of the date our board of directors, or an authorized committee thereof, publicly announces its decision not to issue such rights or warrants, to such fixed conversion rate that would then be in\neffect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of our Class A Common Stock are otherwise not delivered pursuant to such rights or warrants upon the\nexercise of such rights or warrants, each fixed conversion rate shall be decreased to such fixed conversion rate that would then be in effect had the increase made upon the issuance of such rights or warrants been made on the basis of the delivery\nof only the number of shares of our Class A Common Stock actually delivered. In determining whether any rights or warrants entitle the holders thereof to subscribe for or purchase shares of our Class A Common Stock at less than the current\nmarket price, and in determining the aggregate offering price payable to exercise such rights or warrants, there shall be taken into account any consideration received by us for such rights or warrants and the amount payable to us upon exercise or\nconversion thereof, the value of such consideration (if other than cash) to be determined by our board of directors, or an authorized committee thereof. For the purposes of this clause (2), the number of shares of Class A Common Stock at the\ntime outstanding shall not include shares held in treasury but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common Stock. We will not issue any such rights or warrants\nin respect of shares of Class A Common Stock held in treasury.

\n\n\n\n

(3)

We subdivide or combine our Class A Common Stock, in which event each fixed conversion rate in effect\nimmediately prior to 9:00 a.m., New York City time, on the effective date of such subdivision or combination will be multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which is the number of shares of our Class A Common Stock that would be outstanding\nimmediately after, and solely as a result of, such subdivision or combination, and

\n\n\n\n\n

•

the denominator of which is the number of shares of our Class A Common Stock outstanding immediately prior\nto such subdivision or combination.

S-52

Any adjustment made pursuant to this clause (3) shall become effective immediately\nafter 9:00 a.m., New York City time, on the effective date of such subdivision or combination.

\n\n\n\n

(4)

We distribute to all or substantially all holders of our Class A Common Stock evidences of our\nindebtedness, shares of capital stock, securities, rights to acquire our capital stock (other than rights issued pursuant to a shareholders’ rights plan so long as such rights have not separated from the Class A Common Stock), cash or\nother assets, excluding:

\n\n\n\n\n

•

any dividend or distribution as to which an adjustment was effected pursuant to clause (1) above;\n

\n\n\n\n\n

•

any rights or warrants described in clause (2) above;

\n\n\n\n\n

•

any dividend or distribution consisting exclusively of cash to all or substantially all holders of our\nClass A Common Stock;

\n\n\n\n\n

•

the Class C Dividend issued in connection with the Class C Trigger Event; and

\n\n\n\n\n

•

any spin-off to which the provisions set forth below in this clause\n(4) shall apply,

in which event each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City\ntime, on the date fixed for the determination of holders of our Class A Common Stock entitled to receive such distribution will be multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which is the current market price of our Class A Common Stock, and

\n\n\n\n\n

•

the denominator of which is the current market price of our Class A Common Stock minus the fair\nmarket value, as determined by our board of directors, or an authorized committee thereof, on the ex-date of such distribution, of the portion of the evidences of indebtedness, shares of capital stock,\nsecurities, rights to acquire our capital stock, cash or other assets so distributed applicable to one share of our Class A Common Stock.

Any increase made pursuant to the preceding paragraph will become effective immediately after 5:00 p.m., New York City time, on the date\nfixed for such determination. In the event that such distribution described in the preceding paragraph is not so made, each fixed conversion rate shall be decreased, effective as of the date our board of directors, or an authorized committee\nthereof, publicly announces its decision not to make such distribution, to such fixed conversion rate that would then be in effect if such distribution had not been declared.

In the event that we make a distribution to all or substantially all holders of our Class A Common Stock consisting of capital stock of,\nor similar equity interests in, or relating to a subsidiary or other business unit of ours, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (herein referred to as a “spin-off”), each fixed conversion rate in effect immediately prior to 9:00 a.m., New York City time, on the ex-date of such distribution will be multiplied by\na fraction:

\n\n\n\n\n

•

the numerator of which is the sum of the current market price of our Class A Common Stock and the current\nmarket price of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of Class A Common Stock, and

\n\n\n\n\n

•

the denominator of which is the current market price of our Class A Common Stock.

Any increase made pursuant to the preceding paragraph shall be made immediately following the determination of the current market price of our\nClass A Common Stock, but shall become retroactively effective immediately after 9:00 a.m., New York City time, on the ex-date of such distribution. In the event that such distribution described in the\npreceding paragraph is not so made, each fixed conversion rate shall be decreased, effective as of the date our board of directors, or an authorized committee thereof, publicly announces its decision not to make such distribution, to such fixed\nconversion rate that would then be in effect if such distribution had not been declared. Because we will make any increase to each fixed conversion rate pursuant to the preceding paragraph with

S-53

\nretroactive effect, we will delay the settlement of any conversion of Series A Mandatory Convertible Preferred Stock where any date for determining the number of shares of our Class A\nCommon Stock issuable upon such conversion occurs during the period for determining the current market price pursuant to the preceding paragraph until the second business day immediately following the last trading day of such period.

\n\n\n\n

(5)

We make a dividend or distribution consisting exclusively of cash to all or substantially all holders of our\nClass A Common Stock, excluding:

\n\n\n\n\n

•

a regular, quarterly cash dividend that does not exceed $0.525 per share (the “initial dividend\nthreshold”),

\n\n\n\n\n

•

any cash that is distributed in exchange for our Class A Common Stock in a reorganization event (as\ndescribed below),

\n\n\n\n\n

•

any dividend or distribution in connection with our liquidation,\nwinding-up or dissolution, and

\n\n\n\n\n

•

any consideration payable as part of a tender or exchange offer covered by clause (6),

in which event, each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for determination of\nthe holders of our Class A Common Stock entitled to receive such dividend or distribution will be multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which is the current market price of our Class A Common Stock minus the initial\ndividend threshold (provided that if the dividend or distribution is not a regular, quarterly cash dividend, the initial dividend threshold will be deemed to be zero), and

\n\n\n\n\n

•

the denominator of which is the current market price of our Class A Common Stock minus the amount per\nshare of our Class A Common Stock of such dividend or distribution.

The initial dividend threshold is subject to\nadjustment on an inversely proportional basis whenever the fixed conversion rates are adjusted, but no adjustment will be made to the initial dividend threshold for any adjustment made to the fixed conversion rates pursuant to this clause\n(5) or pursuant to clause (7), subject to the immediately succeeding sentence. If an increase to the fixed conversion rates pursuant to the first sentence of clause (7) below is effected, the initial dividend threshold in effect at 9:00\na.m., New York City time, on the date we issue the Class C Common Stock will, at such time, be divided by two (2), and if an increase to the fixed conversion rates pursuant to the second sentence of clause (7) below is effected, the\ninitial dividend threshold shall be decreased on an inversely proportional basis to such increase at such time, in each case, to account for such Class C Trigger Event.

Any increase made pursuant to this clause (5) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed\nfor the determination of the holders of our Class A Common Stock entitled to receive such dividend or distribution. In the event that any dividend or distribution described in this clause (5) is not so made, each fixed conversion rate\nshall be decreased, effective as of the date our board of directors, or an authorized committee thereof, publicly announces its decision not to make such dividend or distribution, to such fixed conversion rate which would then be in effect if such\ndividend or distribution had not been declared.

\n\n\n\n

(6)

We or any of our subsidiaries successfully complete a tender or exchange offer pursuant to a Schedule TO or\nregistration statement on Form S-4 for our Class A Common Stock (other than a tender offer solely to holders of fewer than 100 shares of our Class A Common Stock) where the cash and the value of any\nother consideration included in the payment per share of our Class A Common Stock exceeds the current market price of our Class A Common Stock, in which event each fixed conversion rate in effect immediately prior to 5:00 p.m., New York\nCity time, on the date of expiration of the tender or exchange offer (the “expiration date”) will be multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which shall be equal to the sum of:

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\n\n\n\n

(i)

the aggregate cash and fair market value (as determined by our board of directors, or an authorized committee\nthereof) on the expiration date of any other consideration paid or payable for shares purchased in such tender or exchange offer; and

\n\n\n\n

(ii)

the product of:

\n\n\n\n

the current market price of our Class A Common Stock; and

\n\n\n\n

the number of shares of our Class A Common Stock outstanding immediately after such tender or exchange\noffer expires (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer), and

\n\n\n\n\n

•

the denominator of which shall be equal to the product of:

\n\n\n\n

(i)

the current market price of our Class A Common Stock; and

\n\n\n\n

(ii)

the number of shares of our Class A Common Stock outstanding immediately prior to the time such tender or\nexchange offer expires (without giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer).

Any increase made pursuant to this clause (6) shall be made immediately following the determination of the current market price of our\nClass A Common Stock, but shall become retroactively effective immediately after 5:00 p.m., New York City time, on the expiration date. In the event that we are, or one of our subsidiaries is, obligated to purchase shares of our Class A\nCommon Stock pursuant to any such tender offer or exchange offer, but we are, or such subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each fixed conversion rate\nshall be decreased to be such fixed conversion rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (6) to any tender offer\nor exchange offer would result in a decrease in each fixed conversion rate, no adjustment shall be made for such tender offer or exchange offer under this clause (6). Because we will make any increase to each fixed conversion rate pursuant to this\nclause (6) with retroactive effect, we will delay the settlement of any conversion of Series A Mandatory Convertible Preferred Stock where any date for determining the number of shares of our Class A Common Stock issuable upon such\nconversion occurs during the period for determining the current market price pursuant to this clause (6) until the second business day immediately following the last trading day of such period.

\n\n\n\n

(7)

If the Class C Trigger Event occurs, each fixed conversion rate in effect at 9:00 a.m., New York City\ntime, on the date we issue the Class C Common Stock will be multiplied by two (2) (the “initial clause (7) adjustment”). In addition, if the average VWAP of our Class A Common Stock over the Class C valuation\nperiod (as defined below) is greater than the average VWAP of our Class C Common Stock over the Class C valuation period, each fixed conversion rate at the close of business on the last trading day of the Class C valuation period will\nbe divided by two (2) and multiplied by a fraction:

\n\n\n\n\n

•

the numerator of which shall be equal to the sum of:

(i) the average VWAP of our Class A Common Stock over the 40 consecutive trading day period beginning on, and including, the trading day\nfollowing the ex-date (determined without regard to the last paragraph in this section entitled “—Anti-Dilution Adjustments”) of the Class C Dividend (the “Class C valuation\nperiod”); and

(ii) the average VWAP of the Class C Common Stock over the Class C valuation period; and

\n\n\n\n\n

•

the denominator of which shall be equal to the average VWAP of the Class C Common Stock over the\nClass C valuation period.

The increase to each fixed conversion rate under the second sentence of this clause\n(7) will be determined at the close of business on the last trading day of the Class C valuation period but shall become retroactively effective at 9:00 a.m., New York City time, on the date we issue the Class C Common Stock;\nprovided that if the “fraction” as calculated in accordance with the second sentence of

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\nthis clause (7) is greater than three (3), such “fraction” will be deemed to be three (3). For the avoidance of doubt, in no event will the adjustment to each fixed conversion\nrate under the second sentence of this clause (7) result in adjusted fixed conversion rates that are less than such fixed conversion rates immediately following the initial clause (7) adjustment. Because we will make any increase to each\nfixed conversion rate pursuant to the second sentence of this clause (7) with retroactive effect, we will delay the settlement of any conversion of Series A Mandatory Convertible Preferred Stock where any date for determining the number of\nshares of our Class C Common Stock issuable upon such conversion occurs during the Class C valuation period until the second business day immediately following the last trading day of such period. For the avoidance of doubt, if the average\nVWAP of our Class A Common Stock over the Class C valuation period is less than or equal to the average VWAP of our Class C Common Stock over the Class C valuation period, the adjustment described in the second sentence under\nthis clause (7) will not apply.

In cases where (i) the fair market value of the evidences of our indebtedness, shares of\ncapital stock, securities, rights to acquire our capital stock, cash or other assets distributed per share of our Class A Common Stock as to which clause (4) above applies (except with respect to a\nspin-off), or (ii) the amount of cash distributed per share of our Class A Common Stock as to which clause (5) above applies, in each case, equals or exceeds the average VWAP per share of our\nClass A Common Stock over the ten consecutive trading day period ending on, and including, the trading day immediately preceding the ex-date of such distribution, rather than being entitled to an\nadjustment in each fixed conversion rate, holders of the Series A Mandatory Convertible Preferred Stock will be entitled to receive (without having to convert their Series A Mandatory Convertible Preferred Stock), at the same time and upon\nthe same terms as holders of our Class A Common Stock, the kind and amount of the evidences of our indebtedness, shares of capital stock, securities, rights to acquire our capital stock, cash or other assets, as the case may be, comprising the\ndistribution that such holder would have received if such holder had owned, immediately prior to the record date for determining the holders of our Class A Common Stock entitled to receive the distribution, for each share of Series A\nMandatory Convertible Preferred Stock, a number of shares of our Class A Common Stock equal to the maximum conversion rate in effect on the date of such distribution.

To the extent that we have a rights plan in effect with respect to our Class A Common Stock on any conversion date, upon conversion of\nany shares of the Series A Mandatory Convertible Preferred Stock, a converting holder will receive, in addition to our Class A Common Stock, the rights under the rights plan, unless, prior to such conversion date, the rights have separated\nfrom our Class A Common Stock, in which case each fixed conversion rate will be adjusted at the time of separation as if we made a distribution to all holders of our Class A Common Stock as described in the portion of clause (4) above\nnot relating to a spin-off, subject to readjustment in the event of the expiration, termination or redemption of such rights. Any distribution of rights or warrants pursuant to a rights plan that would allow a\nholder to receive upon conversion, in addition to any shares of our Class A Common Stock, the rights described therein (unless such rights or warrants have separated from our Class A Common Stock (in which case each fixed conversion rate\nwill be adjusted at the time of separation as if we made a distribution to all holders of our Class A Common Stock as described in the portion of clause (4) above not relating to a spin-off, subject\nto readjustment in the event of the expiration, termination or redemption of such rights)) shall not constitute a distribution of rights or warrants that would entitle such holder to an adjustment to the fixed conversion rates.

For the purposes of determining the adjustment to the fixed conversion rates, for the purposes of:

\n\n\n\n\n

•

clause (2), clause (4) in the event of an adjustment not relating to a\nspin-off and clause (5) above, the “current market price” of our Class A Common Stock is the average VWAP per share of our Class A Common Stock over the ten consecutive trading day\nperiod ending on, and including, (x) for purposes of clause (2) above, the trading day immediately preceding the announcement date of the relevant issuance and (y) for purposes of clause (4) in the event of an adjustment not\nrelating to a spin-off and clause (5) above, the trading day immediately preceding the ex-date of the relevant distribution;

\n\n\n\n\n

•

clause (4) above in the event of an adjustment relating to a\nspin-off, the “current market price” of our Class A Common Stock, capital stock or similar equity interest, as applicable (in the case of any capital stock or similar equity interest,\ndetermined by reference to the definition of “VWAP” as if references

S-56

\n\n\n

\ntherein to our Class A Common Stock were to such capital stock or similar equity interest), is the average VWAP per share over the first ten consecutive trading days commencing on, and\nincluding, the ex-date of such distribution; and

\n\n\n\n\n

•

clause (6) above, the “current market price” of our Class A Common Stock is the average\nVWAP per share of our Class A Common Stock over the ten consecutive trading day period commencing on, and including, the trading day immediately following the expiration date of the relevant tender or exchange offer.

The term “ex-date,” when used with respect to any issuance, dividend or distribution,\nmeans the first date on which the shares of our Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from us or, if\napplicable, from the seller of our Class A Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

In addition, we may make such increases in each fixed conversion rate as we deem advisable if our board of directors, or an authorized\ncommittee thereof, determines that such increase would be in our best interest or in order to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of shares of our common stock (or issuance of\nrights or warrants to acquire shares of our common stock) or from any event treated as such for income tax purposes or for any other reason. We may only make such a discretionary adjustment if we make the same proportionate adjustment to each fixed\nconversion rate.

In the event of a taxable distribution to holders of our Class A Common Stock that results in an adjustment of each\nfixed conversion rate or an increase in each fixed conversion rate in our discretion, beneficial owners of the Series A Depositary Shares may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal income\ntax as a dividend. In addition, Non-U.S. Holders (as defined in the section titled “U.S. Federal Income Tax Considerations”) of the Series A Depositary Shares may, in certain circumstances, be\ndeemed to have received a distribution subject to U.S. federal withholding tax requirements. See the section titled “U.S. Federal Income Tax Considerations.”

If we (or an applicable withholding agent) are required to withhold on constructive dividends to a holder (see the section titled “U.S.\nFederal Income Tax Considerations”) and pay the applicable withholding taxes, we may, at our option, or an applicable withholding agent may, withhold such taxes from or set off such taxes against payments of cash or shares of Class A\nCommon Stock payable to such holder or such holder’s other funds or assets.

Adjustments to the fixed conversion rates will be\ncalculated (and, if rounding is necessary, rounded up) to the nearest 1/10,000th of a share. Prior to the first trading day of the final averaging period, no adjustment to a fixed conversion rate will be required unless the adjustment would require\nan increase or decrease of at least one percent in such fixed conversion rate. If any adjustment is not required to be made because it would not change the fixed conversion rates by at least one percent, then the adjustment will be carried forward\nand taken into account in any subsequent adjustment; provided, however, that we will make such adjustments, regardless of whether such aggregate adjustments amount to one percent or more of the fixed conversion rates (x) on any\nearly conversion date (including in connection with a fundamental change); (y) on the effective date of any fundamental change; and (z) on each trading day of the final averaging period.

No adjustments to the fixed conversion rates will be made if holders may participate (other than in the case of (x) a share subdivision\nor share combination or (y) a tender or exchange offer), at the same time, upon the same terms and otherwise on the same basis as holders of our Class A Common Stock and solely as a result of holding Series A Mandatory Convertible\nPreferred Stock, in the transaction that would otherwise give rise to such adjustment without having to convert their Series A Mandatory Convertible Preferred Stock and as if they held, for each share of Series A Mandatory Convertible\nPreferred Stock, a number of shares of our Class A Common Stock equal to the maximum conversion rate then in effect.

S-57

The fixed conversion rates will not be adjusted except as provided above. Without limiting\nthe foregoing, the fixed conversion rates will not be adjusted:

\n\n\n\n

(a)

upon the issuance of any Class A Common Stock or other junior stock (or rights with respect thereto)\npursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in Class A Common Stock or other junior stock under any plan;\n

\n\n\n\n

(b)

upon the issuance of any Class A Common Stock or other junior stock or rights or warrants to purchase\nthose shares pursuant to any present or future employee, director or consultant benefit or other incentive plan or program of or assumed by us or any of our subsidiaries;

\n\n\n\n

(c)

upon the issuance of any Class A Common Stock or other junior stock pursuant to any option, warrant, right\nor exercisable, exchangeable or convertible security outstanding as of the date the Series A Mandatory Convertible Preferred Stock were first issued;

\n\n\n\n

(d)

for a change solely in the par value of our Class A Common Stock;

\n\n\n\n

(e)

for sales of our Class A Common Stock or other junior stock for cash, including the sale of shares of our\nClass A Common Stock for a purchase price that is less than the applicable market price per share of our Class A Common Stock or less than the initial price or the threshold appreciation price, other than in a transaction described in\nclause (2) or clause (4) above;

\n\n\n\n

(f)

for stock repurchases that are not tender or exchange offers, including pursuant to structured or derivative\ntransactions;

\n\n\n\n

(g)

as a result of a tender offer solely to holders of fewer than 100 shares of our Class A Common Stock;\n

\n\n\n\n

(h)

as a result of a third-party tender or exchange offer, other than a tender or exchange offer by one of our\nsubsidiaries as described in clause (6) above;

\n\n\n\n

(i)

for any regular, quarterly cash dividend that does not exceed the initial dividend threshold; or\n

\n\n\n\n

(j)

for accumulated and unpaid dividends on the Series A Mandatory Convertible Preferred Stock, except as described\nabove under the section titled “—Mandatory Conversion,” “—Conversion at the Option of the Holder” and “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend\nMake-Whole Amount.”

We will, as soon as practicable after the fixed conversion rates are adjusted, provide or\ncause to be provided written notice of the adjustment to the holders of shares of Series A Mandatory Convertible Preferred Stock. We will also upon written request by a beneficial owner of the Series A Depositary Shares deliver a statement\nsetting forth in reasonable detail the method by which the adjustment to each fixed conversion rate was determined and setting forth each revised fixed conversion rate.

If an adjustment is made to the fixed conversion rates, an inversely proportional adjustment also will be made to the floor price. For the\navoidance of doubt, if an adjustment is made to the fixed conversion rates, no separate inversely proportionate adjustment will be made to the initial price or the threshold appreciation price because the initial price is equal to $1,000 divided\nby the maximum conversion rate (as adjusted in the manner described herein), rounded to the nearest $0.0001, and the threshold appreciation price is equal to $1,000 divided by the minimum conversion rate (as adjusted in the manner\ndescribed herein), rounded to the nearest $0.0001.

Whenever any provision of the certificate of designations establishing the terms of\nthe Series A Mandatory Convertible Preferred Stock requires us to calculate the VWAP per share of our Class A Common Stock over a span of multiple days, our board of directors, or any authorized committee thereof, will make appropriate\nadjustments (including, without limitation, to the applicable market value, the early conversion average price, the stock price, the five-day average price and the make-whole dividend valuation price, as the\ncase may be) to account for any adjustments to the fixed conversion rates that become effective, or any event that would require such an adjustment if the record date, ex-date, effective date or expiration\ndate, as the case may be, of such event occurs, during the relevant period used to calculate such prices or values, as the case may be.

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If:

\n\n\n\n\n

•

the record date for a dividend or distribution on our Class A Common Stock occurs after the end of the final\naveraging period and before the mandatory conversion date, and

\n\n\n\n\n

•

that dividend or distribution would have resulted in an adjustment of the number of shares of our Class A\nCommon Stock issuable to the holders of Series A Mandatory Convertible Preferred Stock had such record date occurred on or before the last trading day of the final averaging period,

then we will deem the holders of Series A Mandatory Convertible Preferred Stock to be holders of record, for each share of Series A Mandatory\nConvertible Preferred Stock that they hold, of a number of shares of our Class A Common Stock equal to the conversion rate for purposes of that dividend or distribution. In this case, the holders of the Series A Mandatory Convertible\nPreferred Stock would receive the dividend or distribution on our Class A Common Stock together with the number of shares of Class A Common Stock issuable upon mandatory conversion of the Series A Mandatory Convertible Preferred\nStock.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the Class C Trigger\nEvent, all references to “Class A Common Stock” in the foregoing paragraphs in this section entitled “—Anti-Dilution Adjustments” (other than the two paragraphs under clause (7) above) will be deemed to be\nreferences to “Class C Common Stock”.

Recapitalizations, Reclassifications and Changes in Our Class A Common Stock

In the event of:

\n\n\n\n\n

•

any consolidation or merger of us with or into another person (other than a merger or consolidation in which we\nare the continuing corporation and in which the shares of our Class A Common Stock outstanding immediately prior to the merger or consolidation are not converted into, or exchanged for, securities, cash, or other property);\n

\n\n\n\n\n

•

any sale, transfer, lease or conveyance to another person of all or substantially all of our and our\nsubsidiaries’ consolidated property and assets;

\n\n\n\n\n

•

any reclassification of our Class A Common Stock into securities, including securities other than our\nClass A Common Stock; or

\n\n\n\n\n

•

any statutory exchange of our securities with another person or binding share exchange (other than in connection\nwith a merger or consolidation),

in each case, as a result of which our Class A Common Stock would be converted into, or exchanged\nfor, securities, cash or property (each, a “reorganization event”), each share of Series A Mandatory Convertible Preferred Stock outstanding immediately prior to such reorganization event shall, without the consent of the holders of\nthe Series A Mandatory Convertible Preferred Stock, become convertible into the kind of securities, cash and other property that such holder would have been entitled to receive if such holder had converted its Series A Mandatory\nConvertible Preferred Stock into Class A Common Stock immediately prior to such reorganization event (such securities, cash and other property, the “exchange property,” with each “unit of exchange property” meaning the\nkind and amount of exchange property that a holder of one share of Class A Common Stock is entitled to receive). For purposes of the foregoing, the type and amount of exchange property in the case of any reorganization event that causes our\nClass A Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of\nconsideration actually received by the holders of our Class A Common Stock in such reorganization event. We will notify holders of the Series A Mandatory Convertible Preferred Stock of such weighted average as soon as practicable after\nsuch determination is made. The number of units of exchange property we will deliver upon conversion of each share of Series A Mandatory Convertible Preferred Stock or as a payment of dividends on the Series A Mandatory Convertible\nPreferred Stock, as applicable, following the effective date of such reorganization event will be determined as if

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\nreferences to our Class A Common Stock in the description of the conversion rate applicable upon mandatory conversion, conversion at the option of the holder or conversion at the option of\nthe holder upon a fundamental change and/or the description of the relevant dividend payment provisions, as applicable, were to units of exchange property (without interest thereon and without any right to dividends or distributions thereon which\nhave a record date prior to the date on which holders of the Series A Mandatory Convertible Preferred Stock become holders of record of the underlying exchange property). For the purpose of determining which bullet of the definition of\nconversion rate will apply upon mandatory conversion, and for the purpose of calculating the conversion rate if the second bullet of such definition is applicable, the value of a unit of exchange property will be determined in good faith by our\nboard of directors, or an authorized committee thereof, except that if a unit of exchange property includes common equity or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such\ncommon equity or ADRs will be the average over the final averaging period of the volume-weighted average prices for such common equity or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by our board of directors,\nor an authorized committee thereof), or, if such price is not available, the average market value per share of such common equity or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent\ninvestment banking firm retained by us for this purpose. We (or any successor to us) will, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any reorganization event, provide written notice to the\nholders of Series A Mandatory Convertible Preferred Stock of such occurrence and of the kind and amount of cash, securities or other property that constitute the exchange property. Failure to deliver such notice will not affect the operation of\nthe provisions described in this section.

In connection with any change to the consideration to be paid or delivered, as the case may be,\nupon conversion of the Series A Mandatory Convertible Preferred Stock as described in the immediately preceding paragraph, we will also adjust the initial dividend threshold such that (x) in the case of a share-for-share reorganization event, the adjusted initial dividend threshold will be based on the number of shares of common equity or ADRs comprising a unit of exchange property, (y) in the case of a\npartial share-for-share reorganization event, the adjusted initial dividend threshold will be based on the value of a share of common equity or an ADR comprising the\nexchange property relative to the value of a share of our Class A Common Stock and (z) if the exchange property is composed solely of consideration other than common equity or ADRs, the adjusted initial dividend threshold will be zero.\n

Notwithstanding anything in this prospectus supplement to the contrary, (1) following the occurrence of the Class C Trigger\nEvent, all references to “Class A Common Stock” in the foregoing paragraphs in this section entitled “—Recapitalizations, Reclassifications and Changes in Our Class A Common Stock” will be deemed to be\nreferences to “Class C Common Stock” and (2) in no event shall the Class C Dividend in connection with the Class C Trigger Event be a reorganization event.

Reservation of Shares

We will at all\ntimes reserve and keep available out of the authorized and unissued Class A Common Stock or shares of Class A Common Stock held in treasury by us, solely for issuance upon conversion of, or as payment of dividends on, the Series A\nMandatory Convertible Preferred Stock, free from any preemptive or other similar rights, the maximum number of shares of Class A Common Stock as shall be issuable from time to time upon the conversion of, or as payment of dividends on, all the\nshares of Series A Mandatory Convertible Preferred Stock then outstanding (including, for the avoidance of doubt, the maximum additional conversion amount). Notwithstanding the foregoing, following the occurrence of the Class C Trigger\nEvent, all references to “Class A Common Stock” in the foregoing sentence will be read as if they were references to “Class C Common Stock”.

Transfer Agent and Registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for the Series A Mandatory Convertible Preferred Stock.

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DESCRIPTION OF SERIES A DEPOSITARY SHARES

We will deposit the shares of our Series A Mandatory Convertible Preferred Stock, represented by the Series A Depositary Shares\noffered hereby pursuant to a deposit agreement (the “deposit agreement”) among us, Computershare Trust Company, N.A. and Computershare Inc., acting as joint bank depositary (the “bank depositary”), and the holders from time\nto time of the Series A Depositary Shares.

The following description is a summary of the material provisions of the Series A\nDepositary Shares and the deposit agreement and does not purport to be complete. The terms of the Series A Depositary Shares include those expressly set forth in the deposit agreement, and this summary is subject to and is qualified by\nreference to all the provisions of the Series A Depositary Shares and the deposit agreement, including the definitions of certain terms used in the deposit agreement.

You may request a copy of the deposit agreement from us as described under the section titled “Where You Can Find More\nInformation” in the accompanying prospectus. We urge you to read this document because it, and not this description, defines your rights as a holder of Series A Depositary Shares.

For purposes of this description, references to “Meta,” “we,” “our” and “us” refer only to\nMeta Platforms, Inc. and not to its subsidiaries.

General

Each Series A Depositary Share represents a 1/20th interest in a share of our Series A Mandatory Convertible Preferred Stock and will\ninitially be evidenced by a global security, as defined in and described under the section titled “—Book-entry, Settlement and Clearance” in this section. Subject to the terms of the deposit agreement, the Series A Depositary\nShares will be entitled to all rights, preferences, privileges and voting powers of our Series A Mandatory Convertible Preferred Stock, as applicable, in proportion to the fraction of a share of our Series A Mandatory Convertible Preferred\nStock those Series A Depositary Shares represent.

In this section, references to “holders” of Series A Depositary\nShares mean those who have Series A Depositary Shares registered in their own names on the books maintained by the bank depositary and not indirect holders who will own beneficial interests in Series A Depositary Shares registered in the\nstreet name of, or issued in book-entry form through, DTC prior to the mandatory conversion of our Series A Mandatory Convertible Preferred Stock. You should review the special considerations that apply to indirect holders as described under\nthe section titled “—Book-entry, Settlement and Clearance” in this section.

Conversion

Because each Series A Depositary Share represents a 1/20th interest in a share of our Series A Mandatory Convertible Preferred Stock,\na holder of Series A Depositary Shares may elect to convert Series A Depositary Shares only in lots of 20 Series A Depositary Shares, either on an early conversion date at the then-current minimum conversion rate per Series A\nDepositary Share, subject to adjustment, or during a fundamental change conversion period at the fundamental change conversion rate, as described below. For a description of the terms and conditions on which our Series A Mandatory Convertible\nPreferred Stock is convertible at the option of holders of Series A Mandatory Convertible Preferred Stock, see the sections titled “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the\nHolder” and “Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount” in this prospectus supplement.\n

The following table sets forth the fundamental change conversion rate per Series A Depositary Share, subject to adjustment as\ndescribed under the section titled “Description of Series A Mandatory Convertible

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\nPreferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount,” based on the effective date of the fundamental change\nand the stock price in the fundamental change:


	Stock Price
Effective Date	$	100.00	$	250.00	$	400.00	$	525.00	$	625.00	$	650.00	$	700.00	$	734.21	$	875.00	$	1,000.00	$	1,250.00	$	1,750.00
October 29, 2026		0.0749		0.0751		0.0726		0.0710		0.0700		0.0698		0.0695		0.0693		0.0686		0.0682		0.0678		0.0676
August 15, 2027		0.0764		0.0768		0.0742		0.0722		0.0709		0.0706		0.0702		0.0699		0.0690		0.0685		0.0680		0.0677
August 15, 2028		0.0782		0.0789		0.0770		0.0744		0.0724		0.0720		0.0712		0.0708		0.0694		0.0687		0.0681		0.0679
August 15, 2029		0.0800		0.0800		0.0800		0.0800		0.0800		0.0769		0.0714		0.0681		0.0681		0.0681		0.0681		0.0681

The exact stock price and effective date may not be set forth in the table, in which case:

\n\n\n\n\n

•

if the stock price is between two stock prices on the table or the effective date is between two effective dates\non the table, the fundamental change conversion rate per Series A Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Series A Depositary Share set forth for the higher and\nlower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

\n\n\n\n\n

•

\n\n\n\n\n

•

On any conversion date for our Series A Mandatory Convertible Preferred Stock, each Series A Depositary Share corresponding to the\nshares of our Series A Mandatory Convertible Preferred Stock so converted will be entitled to receive 1/20th of the number of shares of our Class A Common Stock and the amount of any cash received by the bank depositary upon conversion of\neach share of our Series A Mandatory Convertible Preferred Stock.

The following table illustrates the conversion rate per\nSeries A Depositary Share, subject to adjustment as described under the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution Adjustments” in this prospectus supplement, based on the\napplicable market value of our Class A Common Stock:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Applicable market value of our Class A Common Stock		Conversion Rate per Series A Depositary\nShare
Greater than the threshold appreciation price		0.0681 shares of Class A Common Stock
Equal to or less than the threshold appreciation price but greater than or equal to the initial\nprice		Between 0.0681 and 0.0800 shares of Class A Common Stock, determined by dividing $50 by the applicable market value
Less than the initial price		0.0800 shares of Class A Common Stock

After delivery of our Class A Common Stock by the transfer agent to the bank depositary following\nconversion of our Series A Mandatory Convertible Preferred Stock, the bank depositary will transfer the proportional number of shares of our Class A Common Stock to the holders of Series A Depositary Shares by book-entry transfer\nthrough DTC or, if the holders’ interests are in certificated depositary receipts, by delivery of Class A Common Stock certificates for such number of shares of our Class A Common Stock.

If we (or an applicable withholding agent) are required to withhold on distributions of Class A Common Stock in respect of dividends in\narrears or in respect of the net present value of future dividends to a holder (see the section titled “U.S. Federal Income Tax Considerations”) and pay the applicable withholding taxes, we may, at our option, or an applicable\nwithholding agent may, withhold such taxes from payments of cash or shares of Class A Common Stock payable to such holder.

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Notwithstanding anything in this prospectus supplement to the contrary, following the\noccurrence of the Class C Trigger Event, all references to “Class A Common Stock” in the foregoing paragraphs of this section entitled “—Conversion” will be deemed to be references to “Class C\nCommon Stock.” For the avoidance of doubt, (i) the stock prices set forth in the first row of the table in the second paragraph of this section (i.e., the column headers), the prices in the second and third bullets under that table\nand each fundamental change conversion rate in such table and (ii) each “Conversion Rate per Series A Depositary Share” set forth in the table in the third immediately preceding paragraph, in each case, will be adjusted as of\nany date on which the fixed conversion rates of our Series A Mandatory Convertible Preferred Stock are adjusted pursuant to the section titled “Description of Series A Mandatory Convertible Preferred Stock—Anti-dilution\nAdjustments”, including any adjustment made pursuant to clause (7) thereof.

Fractional Shares

No fractional shares of Class A Common Stock will be issued to holders of our Series A Depositary Shares upon conversion. In lieu of\nany fractional shares of Class A Common Stock otherwise issuable in respect of the aggregate number of Series A Depositary Shares of any holder that are converted, that holder will be entitled to receive an amount in cash (computed to the\nnearest cent) equal to the product of: (i) that same fraction; and (ii) the average VWAP per share of our Class A Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately\npreceding the conversion date.

If more than one Series A Depositary Share is surrendered for, or subject to, conversion at one time\nby or for the same holder, the number of shares of our Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series A Depositary Shares so surrendered for, or subject to,\nconversion.

Notwithstanding anything in this prospectus supplement to the contrary, following the occurrence of the Class C Trigger\nEvent, all references to “Class A Common Stock” in the foregoing paragraphs of this section entitled “—Fractional Shares” will be deemed to be references to “Class C Common Stock.”

Dividends and Other Distributions

Each\ndividend paid on a Series A Depositary Share will be in an amount equal to 1/20th of the dividend paid on the related share of our Series A Mandatory Convertible Preferred Stock. So long as our Series A Depositary Shares are held of\nrecord by the nominee of DTC, declared cash dividends in respect of our Series A Depositary Shares will be paid to DTC in same-day funds on each dividend payment date. DTC will credit accounts of its\nparticipants in accordance with DTC’s normal procedures. The participants will be responsible for holding or disbursing such payments to beneficial owners of our Series A Depositary Shares in accordance with the instructions of such\nbeneficial owners.

The bank depositary will deliver any cash or shares of Class A Common Stock or Class C Common Stock, as the\ncase may be, it receives in respect of dividends on our Series A Mandatory Convertible Preferred Stock to the holders of the Series A Depositary Shares in such amounts as are, as nearly as practicable, in proportion to the number of\noutstanding Series A Depositary Shares held by such holders, on the date of receipt or as soon as practicable thereafter.

The\ndividend payable on the first dividend payment date, if declared, is expected to be approximately $0.9569 per Series A Depositary Share, and the dividend payable on each subsequent dividend payment date, if declared, is expected to be $0.8125\nper Series A Depositary Share.

Record dates for the payment of dividends and other matters relating to the Series A Depositary\nShares will be the same as the corresponding record dates for our Series A Mandatory Convertible Preferred Stock.

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No fractional shares of Class A Common Stock or Class C Common Stock, as the case\nmay be, will be delivered to the holders of our Series A Depositary Shares in respect of dividends. Each holder that would otherwise be entitled to a fraction of a share of Class A Common Stock or Class C Common Stock, as the case may\nbe, will instead be entitled to receive a cash adjustment (computed to the nearest cent) based on the average VWAP per share of our Class A Common Stock or Class C Common Stock, as the case may be, over the five consecutive trading day\nperiod ending on, and including, the second trading day immediately preceding the applicable dividend payment date.

The amount paid as\ndividends or otherwise distributable by the bank depositary with respect to the Series A Depositary Shares or the underlying Series A Mandatory Convertible Preferred Stock will be reduced by any amounts required to be withheld by us or the\nbank depositary on account of taxes or other governmental charges. The bank depositary may refuse to make any payment or distribution, or any transfer, exchange, or withdrawal of any Series A Depositary Shares or the shares of our Series A\nMandatory Convertible Preferred Stock until such taxes or other governmental charges are paid.

No Redemption

We may not redeem our Series A Depositary Shares. However, at our option, we may purchase our Series A Depositary Shares from time to\ntime in the open market, by tender offer, exchange offer or otherwise.

Voting the Series A Mandatory Convertible Preferred Stock

Because each Series A Depositary Share represents a 1/20th interest in a share of the Series A Mandatory Convertible Preferred Stock,\nholders of each Series A Depositary Share will be entitled to 1/20th of a vote per share of Series A Mandatory Convertible Preferred Stock under those circumstances in which holders of the Series A Mandatory Convertible Preferred\nStock are entitled to a vote, as described under the section titled “Description of Series A Mandatory Convertible Preferred Stock—Voting Rights” in this prospectus supplement.

When the bank depositary receives notice of any meeting at which the holders of our Series A Mandatory Convertible Preferred Stock are\nentitled to vote, the bank depositary will mail the notice to the record holders of the Series A Depositary Shares relating to the Series A Mandatory Convertible Preferred Stock. Each record holder of Series A Depositary Shares on the\nrecord date (which will be the same date as the record date for our Series A Mandatory Convertible Preferred Stock) may instruct the bank depositary as to how to vote the amount of our Series A Mandatory Convertible Preferred Stock\nrepresented by such holder’s Series A Depositary Shares in accordance with these instructions. The bank depositary will endeavor, insofar as practicable, to vote the amount of the Series A Mandatory Convertible Preferred Stock\nrepresented by such Series A Depositary Shares in accordance with these instructions, and we will take all actions the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting\nshares of the Series A Mandatory Convertible Preferred Stock to the extent it does not receive specific instructions from the holders of Series A Depositary Shares representing our Series A Mandatory Convertible Preferred Stock.

Modification, Amendment and Termination

Without the consent of the holders of the Series A Depositary Shares, we may amend, alter or supplement the deposit agreement or any\ncertificate representing the Series A Depositary Shares for the following purposes:

\n\n\n\n\n

•

to cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument;\n

\n\n\n\n\n

•

to make any provision with respect to matters or questions relating to the Series A Depositary Shares that\nis not inconsistent with the provisions of the deposit agreement and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any holder of the Series A Depositary Shares;

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\n\n\n\n\n

•

to make any change reasonably necessary, in our reasonable determination, to reflect each Series A\nDepositary Share’s representation of 1/20th of a share of our Series A Mandatory Convertible Preferred Stock;

\n\n\n\n\n

•

to make any change reasonably necessary, in our reasonable determination, to comply with the procedures of the\nbank depositary and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any holder of the Series A Depositary Shares; or

\n\n\n\n\n

•

to make any other change that does not materially and adversely affect the rights, preferences, privileges or\nvoting powers of any holder of the Series A Depositary Shares (other than any holder that consents to such change).

In addition, without the consent of the holders of the Series A Depositary Shares, we may amend, alter, supplement or repeal any terms of\nthe Series A Depositary Shares to conform the terms of the Series A Depositary Shares to the description thereof in the accompanying prospectus, as supplemented and/or amended by the “Description of Series A Depositary\nShares” section of the preliminary prospectus supplement and the “Description of Series A Mandatory Convertible Preferred Stock” section of the preliminary prospectus supplement, as further supplemented and/or amended by the\nrelated pricing term sheet.

With the consent of the record holders of at least a majority of the aggregate number of Series A\nDepositary Shares then outstanding, the Series A Depositary Shares and any provisions of the deposit agreement may at any time and from time to time be amended, altered or supplemented by agreement between us and the bank depositary;\nprovided that, without the consent of each record holder of an outstanding Series A Depositary Share affected, no such amendment, alteration or supplement will:

\n\n\n\n\n

•

reduce the number of Series A Depositary Shares the record holders of which must consent to an amendment,\nalteration or supplement of the Series A Depositary Shares or the deposit agreement;

\n\n\n\n\n

•

reduce the amount payable or deliverable in respect of the Series A Depositary Shares or extend the stated\ntime for such payment or delivery;

\n\n\n\n\n

•

impair the right, subject to certain requirements set forth in the deposit agreement, of any owner of\nSeries A Depositary Shares to surrender any receipt evidencing such Series A Depositary Shares to the bank depositary with instructions to deliver to it the Series A Mandatory Convertible Preferred Stock and all money and/or other\nproperty represented thereby;

\n\n\n\n\n

•

change the currency in which payments in respect of the Series A Depositary Shares or any receipt evidencing\nsuch Series A Depositary Shares is made;

\n\n\n\n\n

•

impair the right of any record holder of Series A Depositary Shares to receive payments or deliveries on its\nSeries A Depositary Shares on or after the due dates therefor or to institute suit for the enforcement of any such payment or delivery;

\n\n\n\n\n

•

make any change that materially and adversely affects the conversion rights of any record holder of Series A\nDepositary Shares; or

\n\n\n\n\n

•

make any change that materially and adversely affects the voting rights of any record holder of Series A\nDepositary Shares.

The deposit agreement may be terminated by us or the bank depositary only if (a) all\noutstanding Series A Depositary Shares have been cancelled, upon conversion of the Series A Mandatory Convertible Preferred Stock or otherwise, or (b) there has been made a final distribution in respect of the Series A Mandatory\nConvertible Preferred Stock in connection with any liquidation, winding-up or dissolution of us and such distribution shall have been distributed to the record holders of the depositary receipts pursuant to\nthe deposit agreement.

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Charges of Bank Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay\ncharges of the bank depositary in connection with the initial deposit of the Series A Mandatory Convertible Preferred Stock. Except as otherwise set forth in this “Description of Series A Depositary Shares” section, holders of\ndepositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of Series A Mandatory Convertible Preferred Stock upon surrender of depositary receipts, as\nare expressly provided in the deposit agreement to be for their accounts.

Withdrawal Rights

A holder of 20 Series A Depositary Shares may withdraw the share of our Series A Mandatory Convertible Preferred Stock corresponding\nto such Series A Depositary Shares, and any cash or other property represented by such Series A Depositary Shares. A holder who withdraws shares of Series A Mandatory Convertible Preferred Stock (and any such cash or other property)\nwill not be required to pay any taxes or duties relating to the issuance or delivery of such shares of Series A Mandatory Convertible Preferred Stock (and any such cash or other property), except that such holder will be required to pay any tax\nor duty that may be payable relating to any transfer involved in the issuance or delivery of such shares of Series A Mandatory Convertible Preferred Stock (and any such cash or other property) in a name other than the name of such holder.\nHolders of shares of our Series A Mandatory Convertible Preferred Stock will not have the right under the deposit agreement to deposit such shares with the bank depositary in exchange for Series A Depositary Shares.

Listing

We intend to apply to list the\nSeries A Depositary Shares on the Nasdaq Global Select Market under the symbol “METAM.” No assurance can be given that our Series A Depositary Shares will be listed or that any such application for listing will be approved. In\naddition, upon listing, we have agreed to use our reasonable best efforts to keep the Series A Depositary Shares representing fractional interests in the Series A Mandatory Convertible Preferred Stock listed on the Nasdaq Global Select\nMarket. Listing the Series A Depositary Shares on the Nasdaq Global Select Market does not guarantee that a trading market will develop or, if a trading market does develop, the depth of that market or the ability of holders to sell their\nSeries A Depositary Shares easily. We do not expect there will be any separate public trading market for the shares of the Series A Mandatory Convertible Preferred Stock except as represented by the Series A Depositary Shares.

Form and Notices

The Series A\nMandatory Convertible Preferred Stock will be issued in registered form to the bank depositary, and the Series A Depositary Shares will be issued in book-entry only form through DTC prior to the conversion of the Series A Mandatory\nConvertible Preferred Stock, as described under the section titled “—Book-entry, Settlement and Clearance” in this section. The bank depositary will forward to the holders of Series A Depositary Shares all reports, notices and\ncommunications from us that are delivered to the bank depositary and that we are required to furnish to the holders of our Series A Mandatory Convertible Preferred Stock.

Book-Entry, Settlement and Clearance

The Global Security

The Series A Depositary Shares will initially be represented by a single registered security in global form (the “global\nsecurity”). Upon issuance, the global security will be deposited with the bank depositary as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

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You may hold your interests in the global security through DTC, either as a participant in\nDTC or indirectly through organizations which are participants in DTC. We expect that under procedures established by DTC:

\n\n\n\n\n

•

upon deposit of the global security with DTC’s custodian, DTC will credit portions of the global security\nto the accounts of the DTC participants designated by the underwriters; and

\n\n\n\n\n

•

ownership of beneficial interests in the global security will be shown on, and transfer of ownership of those\ninterests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global security).\n

Beneficial interests in the global security may not be exchanged for securities in physical, certificated form except\nin the limited circumstances described below.

Book-Entry Procedures for the Global Security

All interests in the global security will be subject to the operations and procedures of DTC. We have obtained the information in this section\nor in the accompanying prospectus concerning DTC and its book-entry systems and procedures from sources that we believe to be reliable. We take no responsibility for an accurate portrayal of this information. In addition, the description of the\nclearing systems in this section reflects our understanding of the rules and procedures of DTC as they are currently in effect. Those systems could change their rules and procedures at any time.

DTC has provided us the following information: DTC is a limited-purpose trust company organized under the laws of the State of New York, a\n“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing\nagency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC holds and provides asset servicing for\nU.S. and non-U.S. equity, corporate and municipal debt issues and money market instruments that DTC’s participants, referred to as “direct DTC participants,” deposit with DTC. DTC also\nfacilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts, thereby\neliminating the need for physical movement of certificates. Direct DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain\nother organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, which is owned, in part, by a number of direct DTC participants. Indirect access to the DTC system is also available to others, referred\nto as “indirect DTC participants,” for example, securities brokers and dealers, banks, trust companies and clearing corporations, that clear through or maintain a custodial relationship with a direct DTC participant, either directly or\nindirectly. DTC rules applicable to direct and indirect participants are on file with the SEC.

So long as DTC or its nominee is the\nregistered owner of the global security, DTC or such nominee will be considered the sole owner and holder of the Series A Depositary Shares represented by the global security for all purposes under the deposit agreement. Except as provided\nbelow, owners of beneficial interests in the global security will not be entitled to have securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of the securities under\nthe deposit agreement in definitive form and will not be considered the owners or holders of the securities under the deposit agreement, including for purposes of receiving any reports delivered by us or the bank depositary under the deposit\nagreement. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of DTC or its nominee and, if such person is not a participant, on the procedures of the participant through which such person owns\nits interest, in order to exercise any rights of a holder of securities under the deposit agreement.

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Payments of dividends with respect to the Series A Depositary Shares represented by the\nglobal security will be made by the bank depositary to DTC or its nominee, as the case may be, as the registered owner of the global security. Neither we nor the bank depositary will have any responsibility or liability for any aspect of the records\nrelating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to those beneficial interests.

We expect that DTC or its nominee, upon receipt of any payment of dividends in respect of, or cash due upon conversion of, a global security,\nwill credit the participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the liquidation preference of the global security as shown on the records of DTC or its nominee. We also expect that\npayments by participants to owners of beneficial interests in the global security held through these participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of\ncustomers registered in “street name.” The participants are responsible for the standing instructions and customary practices governing beneficial interests.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in\nsame-day funds.

Certificated Securities

Individual certificates in respect of the Series A Depositary Shares will be issued in exchange for the global security only if DTC\nnotifies us that it is unwilling or unable to continue as a clearing system in connection with the global security, or ceases to be a clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by us within 90\ndays after we receive such notice from DTC or upon our becoming aware that DTC is no longer so registered.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock summarizes certain provisions of our Amended and Restated Certificate of Incorporation, which\nwas filed with the Secretary of State of the State of Delaware on October 21, 2026 with an effective date of January 19, 2027, and our Amended and Restated Bylaws (the “Bylaws”) as currently in effect. The Amended and Restated\nCertificate of Incorporation establishes a new class of capital stock, the Class C Common Stock. The provisions relating to the Class C Common Stock described below will apply only if and when the Amended and Restated Certificate of\nIncorporation becomes effective.

Upon effectiveness of our Amended and Restated Certificate of Incorporation, our authorized capital\nstock will consist of 109,241,000,000 shares, consisting of (i) 5,000,000,000 shares of Class A Common Stock, $0.000006 par value per share; (ii) 4,141,000,000 shares of Class B Common Stock, $0.000006 par value per share;\n(iii) 100,000,000,000 shares of Class C Common Stock, $0.000006 par value per share; and (iv) 100,000,000 shares of preferred stock, $0.000006 par value per share. The number of authorized shares of Class A Common Stock,\nClass B Common Stock, or Class C Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power\nof all the then-outstanding shares of capital stock of the Company entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”).

Common Stock

Dividend Rights\n

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of\nour common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.\nShares of Class A Common Stock, Class B Common Stock, and Class C Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from\ntime to time by the board of directors, provided that in the event a dividend is paid in the form of shares of common stock (or rights to acquire such shares), then holders of each class of common stock shall receive shares of their respective class\n(or rights to acquire such shares, as the case may be), on a per share basis, in an identical number of shares. Notwithstanding the foregoing, the board of directors may make a disparate dividend or distribution per share of Class A Common\nStock, Class B Common Stock, and Class C Common Stock if such disparate dividend or distribution is approved in advance by the affirmative vote of the holders of a majority of our outstanding Class A Common Stock, Class B Common\nStock, and Class C Common Stock, each voting separately as a class. In addition, whether or not any shares of Class C Common Stock are then outstanding, the board of directors may declare a dividend to be paid in the form of Class C\nCommon Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be) to all holders of Class A Common Stock, Class B Common Stock, and Class C Common Stock then outstanding with\nholders of shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock receiving, on a per share basis, an identical number of shares of Class C Common Stock (or rights to acquire, or securities convertible\ninto or exchangeable for, such shares, as the case may be).

Voting Rights

The holders of our Class B Common Stock are entitled to ten votes per share, holders of our Class A Common Stock are entitled to one\nvote per share, and holders of our Class C Common Stock have no voting rights, except as provided in the Amended and Restated Certificate of Incorporation or as required by law. The holders of our Class A Common Stock and Class B\nCommon Stock vote together as a single class, unless otherwise required by law. Delaware law could require holders of our Class A Common Stock, our Class B Common Stock, or our Class C Common Stock to vote separately as a class in the\nfollowing circumstances:

\n\n\n\n\n

•

if we were to seek to amend our Amended and Restated Certificate of Incorporation to increase or decrease the par\nvalue of a class of stock, then that class would be required to vote separately to approve the proposed amendment;

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\n\n\n\n\n

•

if we were to seek to amend our Amended and Restated Certificate of Incorporation in a manner that alters or\nchanges the powers, preferences, or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment; and

\n\n\n\n\n

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pursuant to the Amended and Restated Certificate of Incorporation, if any or each class desired to approve\ndisparate treatment in the event of any (i) subdivisions, combinations, or reclassifications; (ii) liquidation, dissolution, or winding up; (iii) merger or consolidation; or (iv) third-party tender or exchange offers.\n

Further, any transaction that would result in a change in control of the Company requires the approval of a majority of\nthe outstanding shares of our Class B Common Stock, voting as a separate class, until such time as shares of our Class B Common Stock represent less than thirty-five percent (35%) of the total voting power of our then outstanding capital\nstock.

Shareholders do not have the ability to cumulate votes for the election of directors. In the event the outstanding shares of our\nClass B Common Stock represent less than a majority of the combined voting power of our outstanding capital stock, the Amended and Restated Certificate of Incorporation provides that our board of directors shall become classified, consisting of\nthree classes of approximately equal size, each serving staggered three-year terms. Our directors will be assigned by the then-current board of directors to a class when the outstanding shares of our Class B Common Stock represent less than a\nmajority of the total voting power of our then outstanding capital stock.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation, or winding up, the assets legally available for distribution to our shareholders are distributable ratably\namong the holders of each class of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion

Shares\nof our Class A Common Stock and Class C Common Stock are not convertible into any other shares of our capital stock.

Shares of\nour Class B Common Stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B Common Stock may be converted at any time into one share of Class A Common Stock or (2) upon the election\nof the holders of a majority of the then-outstanding shares of Class B Common Stock, all outstanding shares of Class B Common Stock may be converted into shares of Class A Common Stock. In addition, each share of Class B Common\nStock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain transfers described in the Amended and Restated Certificate of Incorporation, including transfers to family\nmembers, trusts solely for the benefit of the shareholder or their family members, and partnerships, corporations, and other entities exclusively owned by the shareholder or their family members. Once converted or transferred and converted into\nClass A Common Stock, the Class B Common Stock will not be reissued.

Preferred Stock

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\nto fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions. Our board of directors also can increase or\ndecrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our shareholders. Our board of directors may authorize the issuance of preferred stock with\nvoting, conversion, or other rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other\ncorporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of the Company.

We will issue Series A Mandatory Convertible Preferred Stock in connection with this offering. See “Description of Series A\nMandatory Convertible Preferred Stock.”

Anti-Takeover Provisions

So long as the outstanding shares of our Class B Common Stock represent a majority of the combined voting power of our outstanding capital\nstock, Mark Zuckerberg, our founder, Chairman, and CEO, will effectively control all matters submitted to our shareholders for a vote, as well as the overall management and direction of the Company, which will have the effect of delaying, deferring,\nor discouraging another person from acquiring control of the Company.

After such time as the outstanding shares of our Class B\nCommon Stock no longer represent a majority of the combined voting power of our outstanding capital stock, the provisions of Delaware law and our Amended and Restated Certificate of Incorporation and Bylaws may have the effect of delaying,\ndeferring, or discouraging another person from acquiring control of the Company.

Amended and Restated Certificate of Incorporation\nand Bylaws Provisions

Our Amended and Restated Certificate of Incorporation and Bylaws include a number of provisions that may\nhave the effect of deterring hostile takeovers or delaying or preventing changes in control of the Company, even after such time as the outstanding shares of our Class B Common Stock no longer represent a majority of the combined voting power\nof our outstanding capital stock, including the following:

\n\n\n\n\n

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Separate Class B Vote for Certain Transactions. Any transaction that would result in a\nchange in control of the Company requires the approval of a majority of our outstanding shares of Class B Common Stock voting as a separate class until such time as the outstanding shares of our Class B Common Stock represent less than\nthirty-five percent (35%) of the combined voting power of our outstanding capital stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of the outstanding shares of our\nClass A Common Stock and Class B Common Stock voting together on a combined basis.

\n\n\n\n\n

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Multi-Class Stock. Our Amended and Restated Certificate of Incorporation provides for a multi-class common\nstock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the ability to control the outcome of matters requiring shareholder approval, even if he owns significantly less than a majority of the shares of our outstanding\ncapital stock, including the election of directors and significant corporate transactions, such as a merger or other sale of the Company or its assets.

\n\n\n\n\n

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Supermajority Approvals. Our Amended and Restated Certificate of Incorporation and Bylaws do not provide\nthat certain amendments to our Amended and Restated Certificate of Incorporation or Bylaws by shareholders will require the approval of two-thirds of the combined voting power of our then-outstanding shares of\ncapital stock. However, when the outstanding shares of our Class B Common Stock represent less than a majority of the combined voting power of our outstanding capital stock, certain amendments to our Amended and Restated Certificate of\nIncorporation or Bylaws by shareholders will require the approval of two-thirds of the combined voting power of our then-outstanding shares of capital stock. This will have the effect of making it more\ndifficult to amend our Amended and Restated Certificate of Incorporation or Bylaws to remove or modify certain provisions.

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\n\n\n\n\n

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Board of Directors Vacancies. Our Amended and Restated Certificate of Incorporation and Bylaws provide\nthat shareholders may fill vacant directorships. When the outstanding shares of our Class B Common Stock represent less than a majority of the combined voting power of our outstanding capital stock, our Amended and Restated Certificate of\nIncorporation and Bylaws will authorize only our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority vote of the total number of\nauthorized directors. These provisions restricting the filling of vacancies will prevent a shareholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own\nnominees.

\n\n\n\n\n

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Classified Board. Our board of directors is not classified. Our Amended and Restated Certificate of\nIncorporation and Bylaws provide that when the outstanding shares of our Class B Common Stock represent less than a majority of the combined voting power of our outstanding capital stock, our board of directors will be classified into three\nclasses of directors, each of which will hold office for a three-year term. In addition, thereafter, directors may only be removed from the board of directors for cause. The existence of a classified board could delay a successful tender offeror\nfrom obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.

\n\n\n\n\n

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Shareholder Action; Special Meeting of Shareholders. Our Amended and Restated Certificate of Incorporation\nand Bylaws provide that shareholders will be able to take action by written consent. When the outstanding shares of our Class B Common Stock represent less than a majority of the combined voting power of our outstanding capital stock, our\nshareholders will no longer be able to take action by written consent, and will only be able to take action at annual or special meetings of our shareholders. Shareholders will not be permitted to cumulate their votes for the election of directors.\nOur Amended and Restated Certificate of Incorporation and Bylaws further provide that special meetings of our shareholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive\nofficer or our president.

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Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our Bylaws provide advance\nnotice procedures for shareholders seeking to bring business before our annual meeting of shareholders, or to nominate candidates for election as directors at any meeting of shareholders. Our Bylaws also specify certain requirements regarding the\nform and content of a shareholder’s notice. These provisions may preclude our shareholders from bringing matters before our annual meeting of shareholders or from making nominations for directors at our meetings of shareholders.\n

\n\n\n\n\n

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Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action\nby the shareholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors. The existence of authorized but unissued shares of\npreferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise.

Delaware Law

A\nDelaware corporation may “opt out” of the business combination provisions of Section 203 of the DGCL with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation\nor bylaws resulting from a shareholders’ amendment approved by at least a majority of the outstanding voting shares. We have expressly elected not to be governed by the business combination provisions of Section 203 of the DGCL.

Choice of Forum

Our Amended and Restated\nCertificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action

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\nasserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Amended and Restated Certificate of Incorporation or Bylaws; or any action\nasserting a claim against us that is governed by the internal affairs doctrine.

Transferability and Listing

Like shares of our Class A Common Stock, shares of our Class C Common Stock will be freely transferable. The shares of our\nClass A Common Stock are currently listed on Nasdaq under the symbol “META.” Prior to the date the Declared Class C Dividend is paid, we intend to file appropriate applications and notices with Nasdaq to list the shares of our\nClass C Common Stock. The listing of the shares of our Class C Common Stock on Nasdaq is subject to Nasdaq’s approval of such listing applications and notices, which will be conditioned upon our satisfaction of certain listing\nrequirements. We believe that we will be able to satisfy these listing requirements upon the payment of the Declared Class C Dividend.

Transfer\nAgent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of U.S. federal income tax considerations of owning and disposing of the Series A Depositary Shares, our\nSeries A Mandatory Convertible Preferred Stock and our common stock into which our Series A Mandatory Convertible Preferred Stock may be converted. This discussion addresses only the Series A Depositary Shares, our Series A\nMandatory Convertible Preferred Stock and our common stock held as capital assets for U.S. federal income tax purposes by investors who purchased Series A Depositary Shares for cash in this offering at the initial offering price. As used in\nthis section, “common stock” means our Class A Common Stock or our Class C Common Stock as applicable.

This\ndiscussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, as well as differing tax consequences that may apply if you are, for instance:

\n\n\n\n\n

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a financial institution;

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an insurance company;

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a dealer or trader in securities that uses a\nmark-to-market method of tax accounting;

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a person that holds (directly, indirectly or constructively) more than 5% of either our Series A Mandatory\nConvertible Preferred Stock or our common stock;

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a person holding the Series A Depositary Shares, our Series A Mandatory Convertible Preferred Stock or\nour common stock as part of a “straddle” or integrated transaction;

\n\n\n\n\n

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a person who acquired the Series A Depositary Shares, our Series A Mandatory Convertible Preferred\nStock or our common stock as compensation or pursuant to the exercise of any employee stock option;

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a person deemed to sell the Series A Depositary Shares, our Series A Mandatory Convertible Preferred\nStock or our common stock under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the “Code”);

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a “qualified foreign pension fund” as defined in Section 897(l)(2) of the Code or an entity, all\nof the interests of which are held by qualified foreign pension funds;

\n\n\n\n\n

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a tax-qualified retirement plan;

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a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;

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a regulated investment company or a real estate investment trust;

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a tax-exempt entity;

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a “controlled foreign corporation” or a “passive foreign investment company”;\n

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a former citizen or resident of the United States; or

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a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes.\n

If you are an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax\npurposes, the U.S. federal income tax treatment of your partners or investors will generally depend on the status of the partners and your activities. If you are a partnership or other pass-through entity holding the Series A Depositary Shares,\nour Series A Mandatory Convertible Preferred Stock or our common stock, or an investor in such an entity, you should consult your tax advisor as to the particular U.S. federal income tax consequences to you of the acquisition, ownership and\ndisposition of the Series A Depositary Shares, our Series A Mandatory Convertible Preferred Stock or our common stock.

This\nsummary is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, changes to any of which subsequent to the date of this\n

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\nprospectus supplement may affect the tax consequences described herein, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service (the “IRS”) would\nnot take a contrary position or that any such position would not be sustained. This summary does not address any aspect of state, local or non-U.S. taxation, any U.S. federal taxes other than income taxes\n(such as gift or estate taxes), any minimum tax consequences or any Medicare contribution tax consequences, or the application of Section 451 of the Code with respect to conforming the timing of income accruals to financial statements. You\nshould consult your tax advisor with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S.\ntaxing jurisdiction.

The discussion below assumes that the representations contained in the deposit agreement are true and that the\nobligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. In general, if you are a holder of Series A Depositary Shares, you should be treated, for U.S. federal income tax purposes, as\nthe beneficial owner of the fraction of a share of Series A Mandatory Convertible Preferred Stock represented by the Series A Depositary Share. Deposits and withdrawals of Series A Mandatory Convertible Preferred Stock for\nSeries A Depositary Shares should not result in the realization of gain or loss for U.S. federal income tax purposes. References in the discussion below to our Series A Mandatory Convertible Preferred Stock should therefore be read to\napply to the Series A Depositary Shares.

References to “shares” below apply to the Series A Depositary Shares, our\nSeries A Mandatory Convertible Preferred Stock and our common stock, unless the context indicates otherwise.

Tax Considerations for U.S. Holders\n

This section applies to you only if you are a U.S. Holder. You are a U.S. Holder if you are a beneficial owner of our Series A\nMandatory Convertible Preferred Stock or our common stock that is, for U.S. federal income tax purposes:

\n\n\n\n\n

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a citizen or individual resident of the United States;

\n\n\n\n\n

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a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or\norganized in or under the laws of the United States, any state therein or the District of Columbia; or

\n\n\n\n\n

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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.\n

Distributions

A distribution of cash or property with respect to shares will generally be treated as a dividend to the extent paid out of our current or\naccumulated earnings and profits and will be includible in income when received. If such a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free\nreturn of your investment, up to your tax basis in your Series A Mandatory Convertible Preferred Stock or common stock (determined separately for each share), and thereafter as capital gain. If you are a\nnon-corporate U.S. Holder, dividends you receive will be eligible to be taxed at reduced rates if you meet certain holding period and other applicable requirements. If you are a corporate U.S. Holder,\ndividends you receive will be eligible for the dividends-received deduction if you meet certain holding period and other requirements.

Share Distributions

We may make distributions to holders of our Series A Mandatory Convertible Preferred Stock that are paid in shares of our common stock.\nWhile not free from doubt, we intend to treat these distributions for U.S. federal income tax purposes as if you received a distribution of cash in an amount equal to the fair market value of the distributed common stock on the date of the\ndistribution and thus as subject to the rules applicable to cash distributions (as discussed under “—Distributions” above). Accordingly, you may have a tax liability on account of such distributions in excess of the cash (if any)\nthat you receive in connection with the distribution. Because

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\nsuch distribution may not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) are required to pay backup withholding on\nyour behalf (as further described below under “—Backup Withholding and Information Reporting”), we or the applicable withholding agent could withhold such taxes from, or set off such taxes against, shares of common stock or current\nor subsequent payments of cash to you. Your initial tax basis in any common stock received as a distribution on the Series A Mandatory Convertible Preferred Stock will generally equal the fair market value of the common stock on the date of the\ndistribution, and your holding period for such common stock will begin on the day after the distribution.

Adjustments to the\nConversion Rate

The conversion rate of the Series A Mandatory Convertible Preferred Stock will be adjusted in certain\ncircumstances, including upon the payment of dividends to holders of our common stock above a certain threshold, in connection with a fundamental change and upon the Class C Trigger Event, as described above under “Description of\nSeries A Mandatory Convertible Preferred Stock.” If you hold our Series A Mandatory Convertible Preferred Stock, you may be deemed to have received a constructive distribution if an adjustment has the effect of increasing your\nproportionate interest in our assets or earnings and profits. In addition, the failure to make certain adjustments to the Series A Mandatory Convertible Preferred Stock may cause you to be deemed to have received a constructive distribution\nfrom us, even though you have not received any cash or property as a result of such adjustments. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of your\ninterest in respect of the Series A Mandatory Convertible Preferred Stock, however, will generally not be considered to result in a deemed distribution to you. Certain of the possible conversion rate adjustments (including adjustments in\nrespect of taxable dividends above a certain threshold paid to holders of our common stock) will generally not qualify as being pursuant to a bona fide reasonable adjustment formula. If adjustments that have the effect of increasing your\nproportionate interest in our assets or earnings and profits and that do not qualify as being pursuant to a bona fide reasonable adjustment formula are made, depending on the facts at the time, you may be deemed to have received a distribution even\nthough you have not received any cash or property. Any such deemed distribution will generally be taxable to you in the same manner as an actual distribution as described above under “—Distributions.” Because such distribution may\nnot give rise to any cash from which any applicable withholding tax could be satisfied, we or the applicable withholding agent could withhold such taxes from, or set off such taxes against, shares of common stock or current or subsequent payments of\ncash to you. Your adjusted tax basis in the Series A Mandatory Convertible Preferred Stock will generally be increased to the extent any such constructive distribution is treated as a dividend.

Upon the Class C Trigger Event, the conversion rate of the Series A Mandatory Convertible Preferred Stock will be adjusted to\nreflect the distribution of the Class C Dividend. Such adjustment is generally intended to prevent dilution of the beneficial owners of the Series A Mandatory Convertible Preferred Stock and is therefore generally not expected to increase\nyour proportionate interest in our assets or earnings, except potentially to the extent such adjustment also compensates you for a discount in the trading price of the Class C Common Stock relative to the trading price of our Class A\nCommon Stock, if any, during a specified period of time. It is possible that this adjustment would be viewed as representing a bona fide, reasonable adjustment formula as opposed to giving rise to a deemed dividend. Moreover, if an adjustment\narising from the Class C Dividend were to give rise to a deemed dividend based on the relevant facts and circumstances at that time, we expect that the deemed dividend amount would be limited to the portion of such adjustment arising from the\ntrading price differentials as described above. However, as the law governing the tax consequences of such adjustments is unclear, it is possible that the IRS could take a contrary position and, in that case, depending on the circumstances, such\nadjustment could result in a deemed distribution greater than that described above. Moreover, upon the Class C Trigger Event, the dividend threshold for determining anti-dilution adjustments in respect of taxable dividends paid to holders of\nour common stock will be adjusted, which may result in adjustments to the conversion rate of the Series A Mandatory Convertible Preferred Stock in connection with subsequent payments of regular cash dividends on our common stock that would\ngenerally be treated as deemed dividends to you. You should consult your tax advisor as to the consequences of potential conversion rate adjustments.

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The IRS has proposed Treasury regulations addressing the amount and timing of constructive\ndistributions as well as obligations of withholding agents and filing and notice obligations of issuers in respect of such constructive distributions. If adopted as proposed, the Treasury regulations would generally provide, among other things, that\n(i) the amount of a constructive distribution is the excess of the fair market value of the right to acquire common stock immediately after the conversion rate adjustment over the fair market value of the right to acquire common stock\n(determined immediately after the conversion rate adjustment) without the adjustment, and (ii) the constructive distribution occurs at the earlier of the date the adjustment occurs under the terms of the Series A Mandatory Convertible\nPreferred Stock and the date of the actual distribution of cash or property that results in the constructive distribution. The preamble to the proposed Treasury regulations notes that the regulations, if finalized as proposed, would be effective for\ndeemed distributions occurring on or after the date of adoption, but taxpayers and withholding agents may rely on the proposed Treasury regulations prior to that date under certain circumstances.

Class C Substitution

As described under “Description of Series A Mandatory Convertible Preferred Stock—Mandatory Conversion” and\n“Description of Series A Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount,” in the event of a Class C Trigger Event, our\nClass C Common Stock will become the sole common stock you will receive upon a conversion of the Series A Mandatory Convertible Preferred Stock. A U.S. Holder is not expected to recognize any gain or loss, or have any other tax\nconsequences, solely as a result of such substitution. However, see discussions above under “—Adjustments to the Conversion Rate” for a discussion of other tax considerations that may be relevant to you as a result of conversion\nrate adjustments upon a Class C Trigger Event. The IRS may take a position contrary to our position, which could materially and adversely affect the tax consequences with respect to such substitution.

Conversion into Common Stock

Except as provided below, you will generally not recognize gain or loss upon the conversion of your Series A Mandatory Convertible\nPreferred Stock into shares of our common stock, whether such conversion is into our Class A Common Stock or, following the Class C Trigger Event, our Class C Common Stock, except that (1) your receipt of cash (if any) in respect\nof dividends in arrears or possibly accrued but unpaid dividends would likely be taxable as described under “—Distributions” above, (2) your receipt of common stock (if any) in respect of dividends in arrears or possibly\naccrued but unpaid dividends may be taxable as described under “—Distributions” above as if you had received cash in respect of such dividends, but only to the extent of the excess of the fair market value, determined as of the\ndate of the conversion, of the common stock received in the conversion over the issue price of the Series A Mandatory Convertible Preferred Stock surrendered therefor, and (3) your receipt of cash in lieu of a fractional share of our\ncommon stock will generally result in capital gain or loss (measured by the difference between the cash received in lieu of the fractional share and your adjusted tax basis in the fractional share).

Except as discussed in the next sentence, your initial tax basis in common stock received upon conversion of the Series A Mandatory\nConvertible Preferred Stock (and any fractional shares of our common stock treated as received and then exchanged for cash) will equal the basis of the Series A Mandatory Convertible Preferred Stock, and your holding period for such common\nstock will include the holding period of the Series A Mandatory Convertible Preferred Stock. Common stock received in payment of dividends in arrears or possibly accrued but unpaid dividends and taxed as a dividend upon receipt, if any, will\nhave a basis equal to its fair market value on the date of conversion, and a new holding period will commence therefor on the day after the conversion. The tax treatment of your receipt of any cash or common stock paid upon conversion in respect of\naccrued but unpaid dividends that have not been declared is not entirely clear. The receipt of such consideration could be treated as a distribution or as additional consideration received in the conversion. You should consult your tax advisor to\ndetermine the specific tax treatment of the receipt of such consideration in your particular circumstances.

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Upon certain conversions of your Series A Mandatory Convertible Preferred Stock, we\nmay, in respect of any such conversion, pay you common stock and/or cash in respect of the present value of future dividends (as described in the section titled “Description of Series A Mandatory Convertible Preferred\nStock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”). The tax consequences of such payment of cash or common stock are uncertain. If any such cash or common stock is\ntreated as additional consideration received in the conversion, then (i) to the extent you realize gain on the conversion, such gain should be taxable to the extent of any cash received by you (excluding cash received in lieu of a fractional\nshare), (ii) any such taxable gain would generally be taxable as a dividend to the extent of our accumulated earnings and profits attributable thereto, provided that the conversion does not result in a meaningful reduction in your equity interest in\nus, in which case any such taxable gain could be treated as capital gain, (iii) your basis in the shares of common stock received upon conversion (including the common stock received in respect of future dividends, but excluding any common\nstock received in respect of dividends in arrears and accrued but unpaid dividends to the extent such common stock is treated as a dividend for U.S. federal income tax purposes) should equal your basis in our Series A Mandatory Convertible\nPreferred Stock, increased by any gain recognized by you and reduced by any cash received that is treated as additional consideration and any basis allocable to any fractional shares of common stock, (iv) your holding period in any common stock\nreceived upon conversion (including the common stock received in respect of future dividends, but excluding the common stock in respect of dividends in arrears or accrued but unpaid dividends, to the extent treated as a dividend for U.S. federal\nincome tax purposes) should include your holding period in our Series A Mandatory Convertible Preferred Stock and (v) your receipt of cash in lieu of a fractional share of our common stock will result in capital gain or loss (measured by\nthe difference between the cash received in lieu of the fractional share of our common stock and your adjusted tax basis in the fractional share of our common stock deemed received). For this purpose, you should generally recognize gain on the\nconversion equal to the excess, if any, of the sum of the cash and the fair market value of common stock received (including the common stock received in respect of future dividends, but excluding the common stock in respect of dividends in arrears\nand accrued but unpaid dividends to the extent treated as a dividend for U.S. federal income tax purposes) over your adjusted tax basis in our Series A Mandatory Convertible Preferred Stock immediately prior to conversion, but only to the\nextent of the cash received. You will not be permitted to recognize any loss realized upon the conversion of your Series A Mandatory Convertible Preferred Stock into common stock.

You should be aware that the tax treatment described in the preceding paragraphs is not certain and may be challenged by the IRS, including on\ngrounds that the amount received attributable to a portion of the then-current dividend period or to future dividends represents a taxable dividend to the extent we have current or accumulated earnings and profits at the time of conversion, as\ndescribed above under “—Distributions.” You should consult your tax advisor to determine the specific tax treatment of such additional shares in your particular circumstances. In the event your Series A Mandatory Convertible\nPreferred Stock is converted pursuant to certain transactions (including our consolidation or merger into another person), the tax treatment of such a conversion will depend upon the facts underlying the particular transaction. You should consult\nyour tax advisor to determine the specific tax treatment of a conversion under such circumstances.

Extraordinary Dividends\n

Dividends that exceed certain thresholds in relation to your tax basis in your shares could be characterized as\n“extraordinary dividends” under the Code. If you are a corporate U.S. Holder and you receive an extraordinary dividend on stock you have held for two years or less before the dividend announcement date, you will generally be required to\nreduce your tax basis in the shares with respect to which such dividend was made by the nontaxed portion of such dividend. If the amount of the reduction exceeds your tax basis in such stock, the excess is treated as taxable gain realized on the\nsale or other taxable disposition of the shares and will be treated as described under “—Dispositions” below. If you are a non-corporate U.S. Holder, you will generally be required to treat\nany losses on the sale of your shares as long-term capital losses to the extent that any extraordinary dividends you receive would otherwise qualify as a dividend eligible for long-term capital gain rates, as described under\n“—Distributions” above.

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Dispositions

Upon a sale, exchange or other taxable disposition of your Series A Mandatory Convertible Preferred Stock or our common stock, you will\ngenerally recognize capital gain or loss equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and your adjusted tax basis in your shares. Such capital gain or loss will be long-term capital\ngain or loss if you have held your shares for more than one year at the time of disposition. Your tax basis and holding period in respect of common stock received in the conversion of the Series A Mandatory Convertible Preferred Stock are\ndiscussed above under “—Conversion into Common Stock.” Long-term capital gains recognized by non-corporate U.S. Holders are generally subject to tax at reduced rates. The deductibility of\ncapital losses is subject to limitations.

Backup Withholding and Information Reporting

Information returns are required to be filed with the IRS in connection with payments to you (including any deemed dividends) on, and the\nproceeds of a sale or other disposition of, your shares, unless you are an exempt recipient. You may also be subject to backup withholding on these payments unless you provide your taxpayer identification number, certify that you are not subject to\nbackup withholding and otherwise comply with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amount paid as backup withholding may be allowed as a refund or a credit against your U.S.\nfederal income tax liability, provided that the required information is timely furnished to the IRS.

Tax Considerations for Non-U.S. Holders

This section applies to you only if you are a\nNon-U.S. Holder. You are a Non-U.S. Holder if you are a beneficial owner of the Series A Mandatory Convertible Preferred Stock or our common stock and are, for U.S.\nfederal income tax purposes:

\n\n\n\n\n

•

a nonresident alien individual (except as provided in the paragraph immediately below);

\n\n\n\n\n

•

a foreign corporation; or

\n\n\n\n\n

•

a foreign estate or trust.

You are not a Non-U.S. Holder if you are a nonresident alien individual present in the United States\nfor 183 days or more in the taxable year of disposition or if you are a former citizen or former resident of the United States, in either of which cases you should consult your tax advisor regarding the U.S. federal income tax consequences to\nyou.

Dividends and Deemed Dividends

Distributions of cash or property that we pay in respect of our Series A Mandatory Convertible Preferred Stock or our common stock,\nincluding distributions paid in shares of our common stock (as described above under “—Tax Considerations for U.S. Holders—Share Distributions”), amounts treated as distributions in respect of our Series A Mandatory\nConvertible Preferred Stock (as described above under “—Tax Considerations for U.S. Holders— Conversion into Common Stock”) and any deemed distributions resulting from certain adjustments (or failures to make adjustments) to\nthe number of shares of our common stock to be issued on conversion, including any adjustments made in connection with the Class C Trigger Event (as described above under “—Tax Considerations for U.S. Holders—Adjustments to\nthe Conversion Rate”), will generally be treated as a dividend to the extent paid out of our current or accumulated earnings and profits. If such a distribution exceeds our current and accumulated earnings and profits, the excess will be\ntreated first as a tax-free return of your investment, up to your tax basis in your shares (determined separately for each share), and thereafter as capital gain subject to the treatment described below under\n“—Dispositions.”

Dividends paid to you will generally be subject to withholding of U.S. federal income tax at a 30%\nrate, or such lower rate as may be specified by an applicable tax treaty. Even if you are eligible for a lower treaty rate, a

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\nwithholding agent will generally be required to withhold at a 30% rate (rather than the lower treaty rate) unless you have furnished a valid IRS Form\nW-8BEN or W-8BEN-E, or other documentary evidence establishing your entitlement to the lower treaty rate, and the withholding\nagent does not have actual knowledge or reason to know to the contrary. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim with the IRS. Because any dividend paid in shares of our common stock and any deemed\ndistributions may not give rise to any cash from which any applicable withholding tax could be satisfied, if we or another applicable withholding agent is required to withhold, the applicable withholding agent could withhold such taxes from, or set\noff such taxes against, other amounts owed to you, including, but not limited to, distributions on our Series A Mandatory Convertible Preferred Stock, cash or shares of common stock otherwise due on conversion, dividends or sales proceeds\nsubsequently paid or credited to you or your other funds or assets.

If dividends (including any deemed dividends) are effectively\nconnected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that you maintain in the United States), you will generally\nbe subject to U.S. federal income tax on those dividends on a net income basis at regular graduated rates in the same manner as if you were a U.S. Holder, and the 30% withholding tax described above will not apply if you provide a properly executed\nIRS Form W-8ECI. If you are a corporate Non-U.S. Holder, your effectively connected dividends may also be subject to a branch profits tax at a 30% rate (or such lower\nrate as may be specified by an applicable income tax treaty).

Dispositions

Subject to the discussions below under “—Backup Withholding and Information Reporting” and “—FATCA,” you\nwill generally not be subject to U.S. federal income or withholding tax on gain realized on a sale, exchange or other taxable disposition of your shares, including upon a conversion of Series A Mandatory Convertible Preferred Stock into common\nstock, unless:

\n\n\n\n\n

•

the gain is effectively connected with your conduct of a trade or business within the United States (and, if\nrequired by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that you maintain in the United States);

\n\n\n\n\n

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax\npurposes at any time within the shorter of the five-year period ending on the date of the disposition and your holding period for your shares.

We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. If gain you recognize is\neffectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that you maintain in the United States), you\nwill generally be taxed on such gain in the same manner as a U.S. Holder, and if you are a corporate Non-U.S. Holder, you may also be subject to a branch profits tax at a 30% rate (or such lower rate as may be\nspecified by an applicable income tax treaty).

The conversion of Series A Mandatory Convertible Preferred Stock into common stock may be\ntreated as giving rise to dividend income under certain circumstances, as discussed further in “Tax Considerations for U.S. Holders—Conversion into Common Stock.” Any such dividend income will be treated as discussed in\n“—Dividends and Deemed Dividends” above.

Backup Withholding and Information Reporting

We or an applicable withholding agent must report annually to the IRS and to you the amount of dividends (including any deemed dividends) paid\nto you and the amount of any tax withheld with respect to those

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\npayments. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of\nan applicable income tax treaty. You will generally be required to comply with applicable certification procedures to establish that you are a Non-U.S. Holder in order to avoid backup withholding with respect\nto dividends on, or the proceeds of a sale or other disposition of, your shares. Backup withholding is not an additional tax. Any amount paid as backup withholding may be allowed as a refund or a credit against your U.S. federal income tax\nliability, provided that the required information is timely furnished to the IRS.

FATCA

Provisions commonly referred to as “FATCA” impose withholding of 30% on “withholdable payments” to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S.\npersons of interests in or accounts with those entities) have been satisfied. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. FATCA withholding (if applicable) applies to\ndividends and deemed dividends on our shares. While existing Treasury regulations would also require withholding on payments of gross proceeds of the sale or other disposition of our shares, the U.S. Treasury Department has indicated in subsequent\nproposed regulations its intent to eliminate this requirement. The U.S. Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization. You should consult your tax advisor regarding the effects of\nFATCA on your investment in our shares, including whether you would be eligible for a refund in the event that the 30% withholding under FATCA applies to a dividend on our shares.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the Series A Depositary Shares being\noffered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Series A Depositary Shares indicated in the following table. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are the\nrepresentatives of the underwriters.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Underwriters	Number of Series A Depositary Shares
Morgan Stanley & Co. LLC		114,143,750
Goldman Sachs & Co. LLC		114,143,750
Allen & Company LLC		6,250,000
BDT & MSD Partners, LLC		3,750,000
Centerview Partners LLC		3,750,000
Jefferies LLC		3,750,000
Lazard Frères & Co. LLC		3,750,000
Raine Securities LLC		462,500

Total		250,000,000

The underwriters are committed to take and pay for all of the Series A Depositary Shares being offered,\nif any are taken, other than the Series A Depositary Shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to purchase up to an additional 37,500,000 Series A Depositary Shares from us, solely to cover\nover-allotments, if any. The underwriters have 30 days from the date of this prospectus supplement to exercise this over-allotment option. If any Series A Depositary Shares are purchased pursuant to this over-allotment option, the underwriters\nwill severally purchase Series A Depositary Shares in approximately the same proportion as set forth in the table above.

It is\nexpected that delivery of the Series A Depositary Shares will be made against payment therefor on October 29, 2026, which is the second business day following the trade date for the Series A Depositary Shares (such settlement cycle being\nreferred to as “T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly\nagree otherwise. Accordingly, purchasers who wish to trade the Series A Depositary Shares prior to the business day preceding the settlement date will be required, by virtue of the fact that the Series A Depositary Shares initially will\nsettle T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Series A Depositary Shares who wish to trade the Series A Depositary Shares prior to the business day\npreceding the settlement date should consult their own advisors.

The following table shows the per share and total underwriting discounts\nto be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	No Exercise		Full Exercise
Per Series A Depositary Share	$	0.1665		$	0.1665
Total	$	41,625,000		$	47,868,750

Series A Depositary Shares sold by the underwriters to the public will initially be offered at the public\noffering price set forth on the cover of this prospectus. After the initial offering of the Series A Depositary Shares, the representatives may change the offering price and the other selling terms. The offering of the Series A Depositary\nShares by the underwriters is subject to their receipt and acceptance of the Series A Depositary Shares

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\nbeing offered and subject to the underwriters’ right to reject any order in whole or in part. Sales of any Series A Depositary Shares made outside of the United States may be made by\naffiliates of the underwriters. We have agreed to reimburse the underwriters for certain of their out-of-pocket expenses in connection with the offering in an amount not\nto exceed $50,000.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities\nAct.

We intend to apply to list the Series A Depositary Shares on the Nasdaq Global Select Market (“Nasdaq”) under the\nsymbol “METAM.” No assurance can be given that the Series A Depositary Shares will be listed or that any such application for listing will be approved. Neither we nor the underwriters can assure investors that an active trading\nmarket will develop for the Series A Depositary Shares, or that the Series A Depositary Shares will trade in the public market at or above the initial public offering price. Our Class A Common Stock is listed on Nasdaq under the\nsymbol “META.” We intend to apply to list the Class C Common Stock on Nasdaq upon issuance thereof as a result of the Declared Class C Dividend.

The expenses of the offering, not including the underwriting discounts, are estimated to be approximately $4 million.

In connection with this offering, the underwriters may purchase and sell Series A Depositary Shares in the open market. These\ntransactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Series A Depositary Shares than they are required to\npurchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional\nSeries A Depositary Shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional Series A Depositary Shares\nor purchasing Series A Depositary Shares in the open market. In determining the source of Series A Depositary Shares to cover the covered short position, the underwriters will consider, among other things, the price of Series A\nDepositary Shares available for purchase in the open market as compared to the price at which they may purchase additional Series A Depositary Shares pursuant to the option described above. “Naked” short sales are any short sales\nthat create a short position greater than the amount of additional Series A Depositary Shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing Series A\nDepositary Shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Series A Depositary Shares in the open market after pricing that\ncould adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Series A Depositary Shares made by the underwriters in the open market prior to the completion of the offering.\n

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the\nunderwriting discount received by it because the representatives have repurchased Series A Depositary Shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may\nhave the effect of preventing or retarding a decline in the market price of the Series A Depositary Shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Series A\nDepositary Shares. As a result, the price of the Series A Depositary Shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these\nactivities at any time. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise.

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The underwriters and their respective affiliates are full service financial institutions\nengaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with\nrelationships with us, for which they received or will receive customary fees and expenses. Certain of the underwriters in this offering are also underwriters in the concurrent offering. Further, certain of the underwriters and/or their respective\naffiliates have entered into forward sale transactions with us in connection with the concurrent offering and will therefore receive a portion of the net proceeds of the concurrent offering relating to those transactions.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and\nemployees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their\ncustomers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The\nunderwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may\nat any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Concurrent\nOffering and Forward Sale Transactions

Concurrently with this offering, we entered into forward sale agreements with each of Morgan\nStanley Capital Services LLC and Goldman Sachs & Co. LLC (the “forward purchasers”) with respect to an aggregate of 40,000,000 shares of our Class A Common Stock. In connection with these forward sale agreements, the\nforward purchasers or their respective affiliates are borrowing from third parties and selling an aggregate of 40,000,000 shares of our Class A Common Stock to underwriters named in the separate prospectus supplement pursuant to which such\n40,000,000 shares of our Class A Common Stock are being offered (the “concurrent offering”). We have granted the underwriters in the concurrent offering an option, for a period of 30 days from the date of the prospectus\nsupplement relating to the concurrent offering, to purchase up to an additional 6,000,000 shares of our Class A Common Stock. If such option is exercised, we expect to enter into additional forward sale agreements with each of the forward\npurchasers in respect of the number of shares of our Class A Common Stock that are subject to the exercise of such option. Upon the occurrence of the Class C Trigger Event, we expect that such forward sale agreements will reference both\nthe Class A Common Stock and the Class C Common Stock and, in certain circumstances, we will have the ability to settle all of the forward sale agreements through the delivery of only shares of Class C Common Stock, in each case as\ndescribed in the prospectus supplement relating to the concurrent offering. The completion of this offering is not contingent on the completion of the concurrent offering, and the completion of the concurrent offering is not contingent on the\ncompletion of this offering. Nothing contained herein shall constitute an offer to sell or a solicitation of an offer to buy any of the Class A Common Stock being offered in the concurrent offering. We do not expect to initially receive any\nproceeds from the sale of our Class A Common Stock sold in the concurrent offering.

At an initial forward price of $622.91875 per\nshare (which is the price at which the underwriters of the concurrent offering have agreed to buy the shares of Class A Common Stock offered thereby), we expect to receive net proceeds, before expenses, of approximately $24.9 billion (or\napproximately $28.7 billion if the underwriters of the concurrent offering exercise in full their option to purchase additional shares of Class A Common Stock), subject to the price adjustment and other provisions of the forward sale\nagreements, upon settlement of the forward sale agreements, which we expect to occur on or prior to November 19, 2027. We currently intend to use the net proceeds, if any, that we receive upon settlement of the forward sale agreements for\ngeneral corporate purposes.

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No Sales of Similar Securities

We have agreed with the underwriters from the date of this prospectus supplement and ending immediately after the close of the Trading Day (as\ndefined below) occurring on the 60^th day after the date of this prospectus supplement (the “60^th Day”) or, if the 60^th Day is not a day on which Nasdaq is open for the buying and selling of securities (any such day, a “Trading Day”), ending immediately after the close of the last Trading Day immediately\npreceding the 60^th Day (such period of time between the date of this prospectus supplement and, as the case may be, the 60^th Day or the last\nTrading Day immediately preceding the 60^th Day, referred to herein as the “Restricted Period”), not to, without the prior written consent of Morgan Stanley & Co. LLC and\nGoldman Sachs & Co. LLC, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or\ndispose of, directly or indirectly, any shares of Class A Common Stock or Class C Common Stock (collectively, the “Stock”) or any other securities of the Company that are substantially similar to the Stock, the Series A\nDepositary Shares or the Series A Preferred Stock, including any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such\nsubstantially similar securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, (ii) enter into any swap, loan or other agreement (including, without limitation, any short sale or the purchase\nor sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers to another, in whole or in part, any of the economic consequences of\nownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) file or confidentially\nsubmit any registration statement with the SEC relating to the offering of any shares of Stock or such other securities. The foregoing restrictions shall not apply to (A) the Series A Depositary Shares and the Series A Preferred Stock\ncontemplated by this prospectus supplement and any shares of common stock issued upon conversion of, or issued or paid as a dividend or other payment on, the Series A Preferred Stock, (B) the grant of shares of Stock or securities\nconvertible into or exercisable for shares of Stock, warrants, options to purchase shares, restricted stock units or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company described in this prospectus\nsupplement or the accompanying prospectus, (C) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock upon the conversion, exercise (including net exercise), settlement (including net settlement) or\nvesting of any warrant, option to purchase shares, restricted stock unit or other equity award granted under any stock incentive plan or stock purchase plan of the Company described in this prospectus supplement or the accompanying prospectus, (D)\nthe issuance of shares of Stock, securities convertible into or exercisable for shares of Stock or warrants to acquire shares of Stock upon the conversion or exercise of any outstanding preferred stock, warrants to acquire preferred stock or\nconvertible securities, (E) the concurrent offering, and the filing of the registration statement relating thereto, (F) the entry into, performance of, or settlement or termination of the forward sale agreements and any issuance or delivery of\nshares of common stock pursuant thereto, (G) the filing of any registration statement as contemplated by the forward sale agreements and the sale of common stock under such registration statement, (H) the adoption and effectiveness of the\nAmended and Restated Certificate of Incorporation, (I) the declaration, issuance and payment of the Class C Dividend, (J) the issuance of Class C Common Stock in connection with any transaction that is economically equivalent to\nthe Class C Dividend, (K) the payment of any Additional Dividends pursuant to the Founder Alignment Agreement (each as described in the Preliminary Information Statement on Schedule 14C filed on October 21, 2026), (L) facilitating the\nestablishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of common stock, provided that\n(x) such plan does not provide for the transfer of common stock during the Restricted Period and (y) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding\nthe establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the Restricted Period, (M) any shares of Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in this prospectus supplement or the accompanying prospectus, (N) the issuance of up to 10%of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in\n

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\nacquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the underwriters, (O) the filing of\nany registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this prospectus supplement and described in this prospectus supplement, the accompanying prospectus or any assumed\nbenefit plan pursuant to an acquisition or similar strategic transaction, or (P) the announcement of the entry into any at-the-market sales agreement by and between\nthe Company and the sales agent named therein.

Additionally, all of our directors and executive officers have entered into lock-up agreements with the underwriters, pursuant to which the parties have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC on behalf of the\nunderwriters, they will not, and will not publicly disclose an intention to, during the Restricted Period, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any\noption, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock owned or hereafter acquired by the signatory or with respect to which the signatory has or hereafter acquires the power of\ndisposition (including, without limitation, any shares of Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act)) and securities\nwhich may be issued upon exercise of a stock option or warrant by the signatory or any other securities so owned convertible into or exercisable or exchangeable for any shares of Stock, or (2) enter into any hedging, swap, loan or other\narrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that\ntransfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any shares of Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of any\nshares of Stock or such other securities, in cash or otherwise. The foregoing will not apply to (a) transactions relating to any shares of Stock or other securities acquired in open market transactions after the completion of this offering,\nprovided that no public report or filing with the SEC or otherwise is required or voluntarily made during the Restricted Period, (b) transfers, dispositions or distributions of any shares of Stock or any security convertible into any shares of\nStock (i) (x) as a bona fide gift, including, without limitation, to a charitable organization or educational institution, or (y) for bona fide estate planning purposes, (ii) by will, testamentary document or intestacy, (iii) by\noperation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, (iv) pursuant to an order of a court or regulatory agency having jurisdiction over the signatory, (v) to any\ncorporation, partnership, limited liability company or other entity of which the signatory or the immediate family of the signatory (as defined in FINRA Rule 5130(i)(5)) are the legal and beneficial owner of all of the outstanding equity securities\nor similar interests, (vi) to any nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under sub-clauses (i) through (v) above, (vii) to any member\nof the signatory’s immediate family or to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the signatory and/or any member of the signatory’s immediate family, or if the signatory is\na trust, to a trustor or beneficiary of the trust or to the estate of the beneficiary of such trust or (viii) to the Company upon the signatory’s death, disability or termination of employment or other service relationship with the\nCompany, provided that in the case of any transfer, disposition or distribution pursuant to this clause, (1) in the case of sub-clauses (ii), (v), (vi) and (vii) above, each donee, devisee, trustee,\ndistributee or transferee, as the case may be, shall sign and deliver a lock-up agreement for the balance of the Restricted Period, (2) other than in the case of\nsub-clauses (iii), (iv) and (viii) above, or, in the case of one of our existing securityholders, sub-clauses (i)(y), (iii), (iv) and (viii) above, any such transfer shall not involve a disposition for\nvalue, (3) any filing under Section 16(a) of the Exchange Act on Form 4 or Form 5 (or, in the case of sub-clauses (i)-(iv) above, any filing, if required) shall indicate in the footnotes thereto that\nthe filing relates to the circumstances described in the relevant sub-clause, (4) the signatory does not otherwise voluntarily effect any public filing or report regarding such transfers, and (5) in\nthe case of sub-clause (viii) above, that any such shares of Stock were issued to the signatory pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option, warrant or\nother right disclosed in this prospectus supplement or the accompanying prospectus, (c) if the signatory is not an individual, distributions of any shares of Stock or any security convertible into any shares of Stock to, or in the case of one\nof our existing securityholders, transfers of any shares of Stock or any security convertible into any shares of Stock to: (i) a corporation, partnership, limited liability company or other entity that is an affiliate (as defined in Rule 405\npromulgated under the Securities Act of 1933) of the signatory, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the

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\nsignatory or affiliates of the signatory (including, for the avoidance of doubt, where the signatory is a partnership, to its general partner or a successor partnership or fund, or any other\nfunds managed by such partnership), or (ii) as part of a distribution to limited partners, limited liability company members or shareholders of the signatory or holders of similar equity interests in the signatory, provided that in the case of\nany distribution or transfer pursuant to this clause, (1) each distributee or transferee shall sign and deliver a lock-up agreement for the balance of the Restricted Period, (2) any such transfer\nshall not involve a disposition for value, (3) any filing under Section 16(a) of the Exchange Act on Form 4 or Form 5 made during the Restricted Period shall indicate in the footnotes thereto that the filing relates to the circumstances\ndescribed in this clause, and (4) the signatory does not otherwise voluntarily effect any public filing or report regarding such transfers, (d) facilitating the establishment of, or establishing, a trading plan on behalf of a shareholder,\nofficer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of any shares of Stock, provided that (i) such plan does not provide for the transfer of any shares of\nStock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the signatory or the Company regarding the establishment of such\nplan, such announcement or filing shall include a statement to the effect that no transfer of any shares of Stock may be made under such plan during the Restricted Period, (e) securities sold pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act that has been entered into by the signatory (or, in the case of one of our existing securityholders, its affiliates) prior to the date of the\nlock-up agreement; provided that (1) any filing under Section 16(a) of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to\nthe circumstances described above and (2) the signatory does not otherwise voluntarily effect any other public filing or report regarding such sales or transfers during the Restricted Period, (f) securities transferred to the Company\npursuant to the vesting, settlement or exercise of restricted stock units, restricted stock, options, warrants or other rights to purchase any shares of Stock (including, in each case, by way of “net” or “cashless” exercise),\nincluding for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, restricted stock, options, warrants or rights, provided that (1) any such shares\nof Stock received upon such exercise, vesting or settlement shall be subject to the restrictions on transfer set forth in the lock-up agreement; (2) any filing under the Exchange Act required to be made\nduring the Restricted Period shall indicate in the footnotes thereto that the filing relates to circumstances described in this clause; (3) the signatory does not otherwise voluntarily effect any public filing or report regarding such\ntransfers; and (4) any such restricted stock units, restricted stock, options, warrants or rights are held by the signatory pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan, each of which\nis disclosed in this prospectus supplement or the accompanying prospectus, (g) any shares of Stock transferred pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of any such\nshares of Stock that has been approved by our board of directors, which results in any person or group of persons becoming the beneficial owners (as defined in Rules 13d-3 and\n13d-5 of the Exchange Act) of 50% of the outstanding voting securities of the Company (or the surviving entity); provided that in the event that the tender offer, merger, consolidation or other such\ntransaction is not completed, any such shares of Stock shall remain subject to the restrictions on transfer set forth in the lock-up agreement, (h) exercise or settlement of any outstanding warrant,\noption to purchase shares, restricted stock unit or other equity award granted under any stock incentive plan or stock purchase plan of the Company disclosed in this prospectus supplement or the accompanying prospectus; provided that (1) the\nunderlying shares shall continue to be subject to the restrictions on transfer set forth in the lock-up agreement, (2) no filing or public announcement by any party shall be voluntarily made in connection\nwith such exercise or vesting, and (3) if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the exercise of a stock option or the vesting\nor exercise of another applicable equity-based award, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option or vesting or exercise of another equity-based award are subject to the terms of\nthe lock-up agreement, or (i) conversions of outstanding preferred stock, warrants to acquire preferred stock or convertible securities, in each case disclosed in this prospectus supplement or the\naccompanying prospectus, into any shares of Stock or warrants to acquire any shares of Stock; provided that (1) any such shares of Stock or warrants received upon such conversion shall be subject to the restrictions on transfer set forth in the\nlock-up agreement, (2) no filing or public announcement by any party shall be voluntarily made in connection with such conversion, and (3) if required, any public report or filing under\nSection 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to such conversion, that no shares were sold by the reporting person and that the shares received upon conversion are subject to the terms of\nthe lock-up agreement; and, in the case

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\nof one of our existing securityholders, (j) pledges of Stock as collateral in accordance with and subject to the terms and conditions of a lending arrangement that has been established by\nthe signatory (or its affiliates or designees) prior to the date of the lock-up agreement and is disclosed in this prospectus supplement or the accompanying prospectus, and any subsequent foreclosure on such\ncollateral shares pledged in accordance with and subject to the terms and conditions of such lending arrangement or other exercise of remedies in respect of such collateral shares, provided that no filing under the Exchange Act, or any other public\nfiling or disclosure, of such transfer by or on behalf of the signatory, shall be voluntarily made during the Restricted Period and to the extent a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a result\nof such transfers or dispositions pursuant to clause (j), it shall clearly indicate that the filing relates to the circumstances described in this clause (j). Notwithstanding the foregoing, in the case of one of our existing securityholders, no\ntransferee of securities shall be required to sign or deliver a lock-up agreement if the transferee is an affiliate or estate planning vehicle of the signatory; provided that the signatory remains strictly responsible for compliance with the lock-up\nagreement by such transferee, and any breach of the lock-up agreement by such transferee shall be deemed a breach by the signatory.

Selling\nRestrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering\nof the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering\nmaterial or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that\njurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer\nto sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

The Series A\nDepositary Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail\ninvestor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU)\n2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in\nRegulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Series A\nDepositary Shares or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Series A Depositary Shares or otherwise making them available to any retail investor in the EEA may be\nunlawful under the PRIIPs Regulation.

United Kingdom

The Series A Depositary Shares are not intended to be offered, sold or otherwise made available to and should not be offered, sold or\notherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation\n(EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers\nand Admission to Trading Regulations 2024. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for\noffering or selling the Series A Depositary Shares or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Series A Depositary Shares or otherwise making them available to\nany retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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Canada

The Series A Depositary Shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are\naccredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the Series A Depositary Shares must be made in accordance with an exemption from, or in a transaction not subject\nto, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may\nprovide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit\nprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult\nwith a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting\nConflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in\nconnection with this offering.

Hong Kong

The Series A Depositary Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other\nthan (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (b) in other circumstances which do not\nresult in this prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CO”) or which do not constitute an offer to the public\nwithin the meaning of the CO. No advertisement, invitation or document relating to the Series A Depositary Shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or\nelsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Series A Depositary\nShares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Singapore

This prospectus has not been\nregistered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Series A Depositary Shares may not be offered or sold, or made the subject of an invitation for subscription or purchase, nor may this prospectus or any other\ndocument or material in connection with the offer or sale, or invitation for subscription or purchase of the securities be circulated, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as\ndefined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in\nSection 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Japan

The Series A Depositary Shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial\nInstruments and Exchange Act. Accordingly, none of the securities nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of, Japan (which term as used herein means\nany person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of\na

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\nresident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable\nlaws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and\nInvestments Commission in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”),\nand does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Series A Depositary Shares may only be made to persons (the “Exempt Investors”) who are\n“sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more\nexemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The Series A Depositary Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12\nmonths after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or\notherwise, or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Series A Depositary Shares must observe such Australian\non-sale restrictions.

This prospectus contains general information only and does not take account\nof the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether\nthe information in this prospectus is appropriate to their needs, objectives and circumstances and, if necessary, seek expert advice on those matters.

Dubai International Financial Centre

This prospectus relates to an “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial Services\nAuthority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no\nresponsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The\nSeries A Depositary Shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Series A Depositary Shares should conduct their own due diligence on the securities.\nIf you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

United Arab Emirates

The Series A Depositary Shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab\nEmirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this\nprospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central\nBank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority (FSRA) or the Dubai Financial Services Authority.

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Switzerland

The Series A Depositary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange\n(“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of\nObligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other\noffering or marketing material relating to the Series A Depositary Shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, us or the Series A Depositary Shares has\nbeen or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of Series A Depositary Shares will not be supervised by, FINMA, and the offer of Series A\nDepositary Shares has not been and will not be authorized under CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Series A Depositary Shares.\n

Brazil

The offer and sale of the\nSeries A Depositary Shares have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) and, therefore, will not be carried out by any means that would\nconstitute a public offering in Brazil under CVM Resolution No. 160, dated 13 July 2022, as amended, or unauthorized distribution under Brazilian laws and regulations. The Series A Depositary Shares may only be offered to Brazilian\nProfessional Investors (as defined by applicable CVM regulation), who may only acquire the Series A Depositary Shares through a non-Brazilian account, with settlement outside Brazil in non-Brazilian\ncurrency. The trading of these Series A Depositary Shares on regulated securities markets in Brazil is prohibited.

Qatar

The securities described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in\nthe State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed.\nThis prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Saudi Arabia

This document may not be\ndistributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations Regulations as issued by the board of the Saudi Arabian Capital Market Authority\n(“CMA”) pursuant to resolution number 3-123-2017 dated 27 December 2017, as amended (the “CMA Regulations”). The CMA does not make any\nrepresentation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered\nhereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus supplement “incorporates by reference” information that we have filed with the SEC under the Exchange Act, which\nmeans that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus supplement or in any document incorporated or deemed to be incorporated by reference herein will be deemed\nmodified or superseded for the purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this\nprospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. Accordingly, we incorporate by\nreference the specific documents listed below and any future filings made with the SEC after the date hereof under

Sections 13(a),\n13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from the date we subsequently file such reports and documents until the\ntermination of this offering; provided, however, that we are not incorporating by reference any documents or information deemed to have been furnished rather than filed in accordance with SEC rules:

\n\n\n\n\n

•

Annual Report on Form\n 10-K for the year ended December 31, 2025, filed on January 29, 2026;

\n\n\n\n\n

•

Those portions of our Definitive Proxy Statement on Schedule\n 14A filed on April 16, 2026 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025;

\n\n\n\n\n

•

Quarterly Reports on Form 10-Q for the quarterly period ended\nMarch 31, 2026 filed on April 30, 2026, for the quarterly period ended June \n30, 2026 filed on July 30, 2026, and for the quarterly period ended September \n30, 2026 filed on October 22, 2026;

\n\n\n\n\n

•

Current Reports on Form 8-K filed on January 16,\n 2026, April \n14, 2026, May \n4, 2026, May \n29, 2026, and October 21, 2026; and

\n\n\n\n\n

•

Preliminary Information Statement on Schedule\n 14C filed on October 21, 2026, and any definitive information statement filed thereafter.

We will provide\nwithout charge to each person to whom a copy of this prospectus supplement has been delivered a copy of any and all of these filings. You may request a copy of these filings by writing or calling us at:

Meta Platforms, Inc.

1 Meta Way\n

Menlo Park, California 94025

Telephone: (650) 543-4800

Attention: Investor Relations

S-92

LEGAL MATTERS

Certain legal matters with respect to the offering of Series A Depositary Shares will be passed upon for Meta Platforms, Inc. by Davis\nPolk & Wardwell LLP, New York, New York, and for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our\nAnnual Report on Form 10-K for the year ended December 31, 2025, and the effectiveness of our internal control over financial reporting as of December 31, 2025, as set forth in their reports, which\nare incorporated by reference in this prospectus supplement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

S-93

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

Meta Platforms, Inc.

Common Stock

Preferred\nStock

Depositary Shares

Warrants

Purchase\nContracts

Units

Meta Platforms, Inc. (“Meta”) may, from time to time, offer and sell, in one or more offerings, shares of common stock, preferred\nstock, depositary shares, warrants, purchase contracts, or units (collectively, the “securities”). This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a\nprospectus supplement that will contain the specific terms of the securities offered. The prospectus supplements will also describe the specific manner in which we will offer the securities. The prospectus supplements may also add, update, or change\ninformation contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and the applicable prospectus supplement, carefully before you\ninvest.

The securities may be offered and sold to or through underwriters, brokers, dealers, or agents as designated from time to time,\ndirectly to one or more other purchasers, or through a combination of such methods. See “Plan of Distribution.” If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names, and any applicable\npurchase price, fee, commission, or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.

This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.

Our Class A common stock trades on the Nasdaq Global Select Market under the symbol “META.”

Investing in our securities involves risks. You should carefully consider the risk factors\nreferred to on page 2 of this prospectus, in any applicable prospectus supplement and in the documents incorporated or deemed incorporated by reference herein and therein before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or\ndetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this\nprospectus is October 26, 2026.

TABLE OF CONTENTS


	Page

About This Prospectus		ii
Where You Can Find More Information		iii
Forward-Looking Statements		iv
The Company		1
Risk Factors		2
Use of Proceeds		3
Description of Capital Stock		4
Description of Depositary Shares		9
Description of Warrants		12
Description of Purchase Contracts		13
Description of Units		14
Plan of Distribution		15
Legal Matters		17
Experts		17

We have not authorized anyone to provide any information other than that contained or incorporated by\nreference in this prospectus, any prospectus supplement, or any free writing prospectus filed by us with the U.S. Securities and Exchange Commission (the “SEC”). We do not take any responsibility for, and can provide no assurance as to\nthe reliability of, any other information that others may give you. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this\nprospectus, any prospectus supplement, and any free writing prospectus or any document incorporated by reference is accurate as of any date other than the respective dates on the front of such documents. Our business, properties, financial\ncondition, results of operations, and prospects may have changed since those dates.

This prospectus does not constitute an offer to sell,\nor an invitation on our behalf, to subscribe to or purchase any of the securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to\nany person to whom it is unlawful to make such an offer or solicitation.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC under a “shelf” registration process. Under this\nshelf registration process, we may, at any time and from time to time, sell in one or more offerings the securities described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we\nsell securities, we will provide a prospectus supplement containing specific information about the terms of that offering. The prospectus supplement may also add, update, or change information contained in this prospectus, and accordingly, to the\nextent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should carefully read both this prospectus and any applicable prospectus supplement together with additional information described\nunder the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the securities\noffered, the price to the public, the price paid to us for the securities, the net proceeds to us, the manner of distribution, any underwriting compensation, and the other specific material terms related to the offering of those securities. For more\ndetail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

Unless expressly indicated or the context requires otherwise, the terms “Meta,” “Company,” “we,”\n“us,” and “our” in this prospectus refer to Meta Platforms, Inc., and, where appropriate, its subsidiaries. References to “$” and “dollars” are to United States dollars. The term “Family”\nrefers to our Facebook, Instagram, Messenger, and WhatsApp products. For references to accessing Meta’s products on the “web” or via a “website,” such terms refer to accessing such products on personal computers. For\nreferences to accessing Meta’s products on “mobile,” such term refers to accessing such products via a mobile application or via a mobile-optimized version of our websites, whether on a mobile phone or tablet.

Meta, the Meta logo, Meta Quest, Meta Horizon, Facebook, Instagram, WhatsApp, Reels, and our other registered or common law trademarks,\nservice marks, or trade names included or incorporated by reference in this prospectus are the property of Meta Platforms, Inc. or its affiliates. Other trademarks, service marks, or trade names included or incorporated by reference in this\nprospectus are the property of their respective owners.

This prospectus contains summaries of certain provisions contained in key\ndocuments described in this prospectus. All of the summaries are qualified in their entirety by the actual documents, which you should review before making your investment decision. Copies of the documents referred to herein have been filed, or will\nbe filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our filings are\navailable to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov. Our filings are also available, free of charge, on our website at https://investor.atmeta.com. We have included our website address for the\ninformation of prospective investors and do not intend it to be an active link to our website. Information contained on our website does not constitute a part of this prospectus or any applicable prospectus supplement (or any document incorporated\nby reference herein or therein).

Meta filed a registration statement on Form S-3 to register\nwith the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information contained in the registration statement or the exhibits\nto the registration statement. You may refer to the registration statement and accompanying exhibits for more information about us and our securities.

The SEC allows us to incorporate by reference into this document the information we file with the SEC. This means that we can disclose\nimportant information to you by referring you to other documents that we identify as part of this prospectus. The information incorporated by reference is considered to be part of this prospectus.

We incorporate by reference the documents listed below:

\n\n\n\n\n

•

Annual Report on Form\n 10-K for the year ended December 31, 2025, filed on January 29, 2026 (the “Annual Report”);

\n\n\n\n\n

•

those portions of our Definitive Proxy Statement on Schedule\n 14A filed on April 16, 2026 that are incorporated by reference into our Annual Report;

\n\n\n\n\n

•

Quarterly Reports on Form 10-Q for the quarterly period ended March 31,\n 2026, filed on April 30, 2026, for the quarterly period ended June 30, 2026, filed on July 30,\n2026, and for the quarterly period ended September 30, 2026, filed on October 22, 2026;\n

\n\n\n\n\n

•

Current Reports on Form \n8-K filed on January 16, 2026, April 14,\n 2026, May \n4, 2026, May \n29, 2026, and October 21, 2026; and

\n\n\n\n\n

•

Preliminary Information Statement on Schedule\n 14C filed on October 21, 2026, and any definitive information statement filed thereafter.

We also\nincorporate by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than documents or information deemed to have been\nfurnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K), on or after the date of this prospectus until we have terminated the offering. Those documents will become a\npart of this prospectus from the date that the documents are filed with the SEC. Information that becomes a part of this prospectus after the date of this prospectus will automatically update and may replace information in this prospectus and\ninformation previously filed with the SEC.

Notwithstanding the foregoing paragraphs, information furnished under Items 2.02 and 7.01 of\nany Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus.

We will provide to each person to whom a prospectus is delivered a copy of any or all of the information that has been incorporated by\nreference in the prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents, upon written request and at no cost to the requester. Requests should be made by writing us at\nthe following address:

Meta Platforms, Inc.

1 Meta Way

Menlo Park,\nCalifornia 94025

Telephone: (650) 543-4800

Attention: Investor Relations

iii

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein and therein contain\nforward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus, any accompanying prospectus supplement, and the documents incorporated by\nreference herein and therein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are\nforward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are\nintended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and\nprojections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward- looking\nstatements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors” in our most recent Quarterly Report on Form 10-Q and in any subsequent\nAnnual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K that are incorporated by reference\nherein or in any accompanying prospectus supplement. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the\nimpact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,\nuncertainties, and assumptions, the future events and trends may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required\nby law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

THE COMPANY

Our mission is to build the future of human connection and the technology that makes it possible.

Our products enable people to connect and share through mobile devices, personal computers, virtual reality (“VR”) headsets, and\nAI glasses. We are innovating in artificial intelligence (“AI”) technologies to build transformative experiences and capabilities across our Family of Apps and new platforms, and to advance our vision to deliver personal\nsuperintelligence for everyone.

We build technology that helps people connect and share, find and build communities, and grow businesses.\nWe also help people discover and learn about what is going on in the world around them, enable people to share their experiences, ideas, photos, videos, and other content with audiences ranging from their closest family members and friends to the\npublic at large, and stay connected everywhere by accessing our products. Our vision does not center on any single product, but rather an entire ecosystem of experiences, devices, and new technologies powered by AI. When Facebook launched in 2004,\nit changed the way people connect. Apps like Messenger, Instagram, WhatsApp and Threads further empowered billions around the world. Today, Meta is building the next evolution of social technology — immersive, empowering and intelligent\nexperiences like AI, Meta Glasses and virtual reality — grounded in one belief: the future is for everyone.

Across our work, we are\ninnovating to build new experiences that help make our platform more social, useful, and immersive. Our AI investments support initiatives across our products and services, helping power the systems that rank content in our apps, our discovery\nengine that recommends relevant content, the tools advertisers use to reach customers, the development of new generative AI experiences, and the tools that make our product development more efficient and productive. We are also working to develop\nthe next generation of AI models and advance our vision to build superintelligence, which we define as AI that surpasses human intelligence. Although it is inherently difficult to predict when superintelligence may be achieved, we are investing now\nbecause we believe this has the potential to begin a new era of individual empowerment, where people can direct superintelligence towards what they value in their own lives.

We are a Delaware corporation. Our principal executive offices are located at 1 Meta Way, Menlo Park, California 94025, and our telephone\nnumber is (650) 543-4800. Our Class A common stock trades on the Nasdaq Global Select Market under the symbol “META.”

RISK FACTORS

Investing in the securities involves significant risks. Before you invest in the securities, in addition to the other information contained in\nthis prospectus and in the applicable prospectus supplement, you should carefully consider the risks and uncertainties described under “Risk Factors” in our most recent Annual Report on Form 10-K\nor Quarterly Report on Form 10-Q and in the other documents incorporated by reference into this prospectus and the applicable prospectus supplement. See “Where You Can Find More Information.”

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, the net proceeds from the sale of the securities to which this prospectus\nrelates will be used for general corporate purposes. Until we apply the proceeds from the sale of the securities, we may temporarily invest any proceeds that are not immediately applied to the above purposes in United States government or agency\nobligations, commercial paper, time deposits, money market funds, short-term marketable securities, bank deposits or certificates of deposit, repurchase agreements collateralized by United States government or agency obligations, or other short-term\ninvestments.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock summarizes certain provisions of our amended and restated certificate of incorporation and our\namended and restated bylaws. The description is intended as a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as\nexhibits to the registration statement of which this prospectus forms a part.

As of the date of this prospectus, our authorized capital\nstock consists of 9,241,000,000 shares, consisting of (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000\nshares of preferred stock, $0.000006 par value per share. The number of authorized shares of Class A common stock or Class B common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the\naffirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of\nthe General Corporation Law.

Common Stock

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common\nstock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. Shares of\nClass A common stock and Class B common stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by our board of directors,\nprovided that in the event a dividend is paid in the form of shares of common stock (or rights to acquire such shares), then holders of each class of common stock shall receive shares of their respective class (or rights to acquire such shares, as\nthe case may be), on a per share basis, in an identical number of shares. Notwithstanding the foregoing, our board of directors may make a disparate dividend or distribution per share of Class A common stock or Class B common stock if such\ndisparate dividend or distribution is approved in advance by the affirmative vote of our Class A common stock and Class B common stock, each voting separately as a class.

Voting Rights

The\nholders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together\nas a single class, unless otherwise required by law. Delaware law could require holders of our Class A common stock or our Class B common stock to vote separately as a class in the following circumstances:

\n\n\n\n\n

•

if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par\nvalue of a class of stock, then that class would be required to vote separately to approve the proposed amendment;

\n\n\n\n\n

•

if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or\nchanges the powers, preferences, or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment; and

\n\n\n\n\n

•

pursuant to the amended and restated certificate of incorporation, if any or each class desired to approve\ndisparate treatment in the event of any (i) subdivisions, combinations, or reclassifications; (ii) liquidation, dissolution, or winding up; or (iii) merger or consolidation.

Further, any transaction that would result in a change in control of the Company requires\nthe approval of a majority of the outstanding shares of our Class B common stock, voting as a separate class, until such time as shares of our Class B common stock represent less than thirty-five percent of the combined voting power of our\noutstanding capital stock.

Shareholders do not have the ability to cumulate votes for the election of directors. In the event the\noutstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding capital stock, our amended and restated certificate of incorporation provides that our board of directors shall become\nclassified, consisting of three classes of approximately equal size, each serving staggered three-year terms. Our directors will be assigned by the then-current board of directors to a class at such time.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Conversion

Shares\nof our Class A common stock are not convertible into any other shares of our capital stock.

Shares of our Class B common stock\nare convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of\nthe then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of Class B common stock will convert automatically\ninto one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the\nbenefit of the shareholder or their family members, and partnerships, corporations, and other entities exclusively owned by the shareholder or their family members. Once converted or transferred and converted into Class A common stock, the\nClass B common stock will not be reissued.

Preferred Stock

Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to\nestablish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions. Our board of\ndirectors also can increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our shareholders. Our board of directors may authorize the issuance\nof preferred stock with voting, conversion, or other rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible\nacquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of the Company.

Anti-Takeover Provisions

So long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of our outstanding capital\nstock, Mark Zuckerberg, our founder, Chairman, and CEO, will effectively control all matters submitted to our shareholders for a vote, as well as the overall management and direction of the Company, which will have the effect of delaying, deferring,\nor discouraging another person from acquiring control of the Company.

After such time as the outstanding shares of our Class B\ncommon stock no longer represent a majority of the combined voting power of our outstanding capital stock, the provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws may have the effect\nof delaying, deferring, or discouraging another person from acquiring control of the Company.

Amended and Restated Certificate of\nIncorporation and Bylaws Provisions

Our amended and restated certificate of incorporation and our amended and restated bylaws\ninclude a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of the Company, even after such time as the outstanding shares of our Class B common stock no longer represent a\nmajority of the combined voting power of our outstanding capital stock, including the following:

\n\n\n\n\n

•

Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of\nthe Company requires the approval of a majority of our outstanding shares of Class B common stock voting as a separate class until such time as the outstanding shares of our Class B common stock represent less than thirty-five percent of\nthe combined voting power of our outstanding capital stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of the outstanding shares of our Class A common stock and\nClass B common stock voting together on a combined basis.

\n\n\n\n\n

•

Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual-class common\nstock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO with the ability to control the outcome of matters requiring shareholder approval, even if he owns significantly less than a majority of the shares of our outstanding\ncapital stock, including the election of directors and significant corporate transactions, such as a merger or other sale of the Company or its assets.

\n\n\n\n\n

•

Supermajority Approvals. Our amended and restated certificate of incorporation and amended and restated bylaws do\nnot provide that certain amendments to our amended and restated certificate of incorporation or amended and restated bylaws by shareholders will require the approval of two-thirds of the combined voting power\nof our then-outstanding shares of capital stock. However, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding capital stock, certain amendments to our amended\nand restated certificate of incorporation or amended and restated bylaws by shareholders will require the approval of two-thirds of the combined voting power of our then-outstanding shares of capital stock.\nThis will have the effect of making it more difficult to amend our amended and restated certificate of incorporation or amended and restated bylaws to remove or modify certain provisions.

\n\n\n\n\n

•

Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated\nbylaws provide that shareholders may fill vacant directorships. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding capital stock, our amended and restated\ncertificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority\nvote of the total number of authorized directors. These provisions restricting the filling of vacancies will prevent a shareholder from increasing the size of our board of directors and gaining control of our board of directors by filling the\nresulting vacancies with its own nominees.

\n\n\n\n\n

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Classified Board. Our board of directors is not classified. Our amended and restated certificate of incorporation\nand amended and restated bylaws provide that when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding capital stock, our board of directors will be classified into\nthree classes of directors, each of which will hold office for a three-year term. In addition, thereafter, directors may only be removed from the board of directors for cause. The existence of a classified board could delay a successful tender\nofferor from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.

\n\n\n\n\n

•

Shareholder Action; Special Meeting of Shareholders. Our amended and restated certificate of incorporation\nprovides that shareholders will be able to take action by written consent. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding capital stock, our shareholders\nwill no longer be able to take action by written consent, and will only be able to take action at annual or special meetings of our shareholders. Shareholders will not be permitted to cumulate their votes for the election of directors. Our amended\nand restated certificate of incorporation and amended and restated bylaws further provide that special meetings of our shareholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief\nexecutive officer or our president.

\n\n\n\n\n

•

Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our amended and restated bylaws\nprovide advance notice procedures for shareholders seeking to bring business before our annual meeting of shareholders, or to nominate candidates for election as directors at any meeting of shareholders. Our amended and restated bylaws also specify\ncertain requirements regarding the form and content of a shareholder’s notice. These provisions may preclude our shareholders from bringing matters before our annual meeting of shareholders or from making nominations for directors at our\nmeetings of shareholders.

\n\n\n\n\n

•

Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the\nshareholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors. The existence of authorized but unissued shares of\npreferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise.

Delaware Law

A\nDelaware corporation may “opt out” of the business combination provisions of Section 203 of the Delaware General Corporation Law with an express provision in its original certificate of incorporation or an express provision in its\ncertificate of incorporation or bylaws resulting from a shareholders’ amendment approved by at least a majority of the outstanding voting shares. We have expressly elected not to be governed by the business combination provisions of\nSection 203 of the Delaware General Corporation Law.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for\nany derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of\nincorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Listing

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “META.”

Transfer Agent and Registrar

The\ntransfer agent and registrar for our common stock is Computershare Trust Company, N.A.

DESCRIPTION OF DEPOSITARY SHARES

We have summarized below general terms and conditions of a deposit agreement and the related depositary receipts. The applicable prospectus\nsupplement will describe the terms of any deposit agreement and the related depositary receipts issuable thereunder. If any particular terms of the deposit agreements and the related depositary receipts described in the prospectus supplement differ\nfrom any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.

General

We may elect to\nhave shares represented by depositary shares. The shares underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company we select. The prospectus supplement relating to a series of\ndepositary shares will set forth the name and address of this share depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, proportionately, to all the rights, preferences, and privileges of the\nshare represented by such depositary share (including dividend, voting, redemption, conversion, exchange, and liquidation rights).

The\ndepositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement, each of which will represent the applicable interest in a number of shares, or fraction thereof, as described in the applicable prospectus\nsupplement.

A holder of depositary shares will be entitled to receive the shares (but only in whole shares) underlying those depositary\nshares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the whole number of shares to be withdrawn, the depositary will deliver to that holder at the same time a new depositary receipt for the\nexcess number of depositary shares.

Unless otherwise specified in the applicable prospectus supplement, the deposit agreement, the\ndepositary shares, and the depositary receipts will be governed by and construed in accordance with the law of the State of New York.

Dividends and Other Distributions

The share depositary will distribute all cash dividends or other cash distributions in respect of the shares to the record holders of\ndepositary receipts in proportion, insofar as possible, to the number of depositary shares owned by those holders.

If there is a\ndistribution other than in cash in respect of the shares, the share depositary will distribute property received by it to the record holders of depositary receipts in proportion, insofar as possible, to the number of depositary shares owned by those\nholders, unless the share depositary determines that it is not feasible to make such a distribution. In that case, the share depositary may, with our approval, adopt any method that it deems equitable and practicable to effect the distribution,\nincluding a public or private sale of the property and distribution of the net proceeds from the sale to the holders.

The amount\ndistributed in any of the above cases will be reduced by any amount we or the share depositary are required to withhold on account of taxes.

Conversion and Exchange

If any share underlying the depositary shares is subject to provisions relating to its conversion or exchange as set forth in an applicable\nprospectus supplement, each record holder of depositary shares will have the right or obligation to convert or exchange those depositary shares pursuant to those provisions.

Redemption of Depositary Shares

Whenever we redeem a share held by the share depositary, the share depositary will redeem as of the same redemption date a proportionate\nnumber of depositary shares representing the shares that were redeemed. The redemption price per depositary share will be equal to the aggregate redemption price payable with respect to the number of shares underlying the depositary shares. If fewer\nthan all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionately as we may determine.

After the date fixed for redemption, the depositary shares called for redemption will no longer be deemed to be outstanding and all rights of\nthe holders of the depositary shares will cease, except the right to receive the redemption price.

Voting

Upon receipt of notice of any meeting at which the holders of any shares underlying the depositary shares are entitled to vote, the share\ndepositary will mail the information contained in the notice to the record holders of the depositary receipts. Each record holder of the depositary receipts on the record date (which will be the same date as the record date for the shares) may then\ninstruct the share depositary as to the exercise of the voting rights pertaining to the number of shares underlying that holder’s depositary shares. The share depositary will try to vote the number of shares underlying the depositary shares in\naccordance with the instructions, and we will agree to take all reasonable action which the share depositary deems necessary to enable the share depositary to do so. The share depositary will abstain from voting the shares to the extent that it does\nnot receive specific written instructions from holders of depositary receipts representing the share.

Record Date

Whenever

\n\n\n\n\n

•

any cash dividend or other cash distribution becomes payable, any distribution other than cash is made, or any\nrights, preferences, or privileges are offered with respect to the shares; or

\n\n\n\n\n

•

the share depositary receives notice of any meeting at which holders of shares are entitled to vote or of which\nholders of shares are entitled to notice, or of the mandatory conversion of or any election by us to call for the redemption of any share,

the share depositary will in each instance fix a record date (which will be the same as the record date for the shares) for the determination of the holders\nof depositary receipts:

\n\n\n\n\n

•

who will be entitled to receive dividend, distribution, rights, preferences, or privileges or the net proceeds of\nany sale; or

\n\n\n\n\n

•

who will be entitled to give instructions for the exercise of voting rights at any such meeting or to receive\nnotice of the meeting or the redemption or conversion, subject to the provisions of the deposit agreement.

Amendment\nand Termination of the Deposit Agreement

We and the share depositary may at any time agree to amend the form of depositary receipt\nand any provision of the deposit agreement. However, any amendment that materially and adversely alters the rights of holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of\nthe depositary shares then outstanding. The deposit agreement may be terminated by us or by the share depositary only if all outstanding shares have been redeemed or if a final distribution in respect of the underlying shares has been made to the\nholders of the depositary shares in connection with the liquidation, dissolution or winding-up of us.

Charges of Share Depositary

We will pay all charges of the share depositary including charges in connection with the initial deposit of the shares, the initial issuance\nof the depositary receipts, the distribution of information to the holders of depositary receipts with respect to matters on which the share is entitled to vote, withdrawals of the share by the holders of depositary receipts, or redemption or\nconversion of the share, except for taxes (including transfer taxes, if any) and other governmental charges and any other charges expressly provided in the deposit agreement to be at the expense of holders of depositary receipts or persons\ndepositing shares.

Notices

The depositary will forward to holders of depositary receipts all notices, reports, and other communications, including proxy solicitation\nmaterials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the shares underlying the depositary shares. In addition, the depositary will make available for inspection by holders of\ndepositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver to the depositary as the holder of the shares underlying the depositary\nshares.

Miscellaneous

Neither we nor the share depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in\nperforming any obligations under the deposit agreement. The obligations of the share depositary under the deposit agreement are limited to performing its duties under the agreement without negligence or bad faith. Our obligations under the deposit\nagreement are limited to performing our duties in good faith. Neither we nor the share depositary is obligated to prosecute or defend any legal proceeding in respect of any depositary shares or shares unless satisfactory indemnity is furnished. We\nand the share depositary may rely on advice of or information from counsel, accountants, or other persons that they believe to be competent and on documents that they believe to be genuine. The share depositary may resign at any time or be removed\nby us, effective upon the acceptance by its successor of its appointment. If we have not appointed a successor share depositary and the successor depositary has not accepted its appointment within 60 days after the share depositary delivered a\nresignation notice to us, the share depositary may terminate the deposit agreement. See “—Amendment and Termination of the Deposit Agreement” above.

DESCRIPTION OF WARRANTS

We have summarized below general terms and conditions of the warrants to acquire our securities that we may issue from time to time. The\napplicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein,\nthen the terms described herein will be deemed superseded by that prospectus supplement.

General

We may issue warrants for the purchase of our securities, including debt securities, common stock, preferred stock, and depositary shares, or\nsecurities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate, or price of one or more specified commodities, currencies, securities, or indices, or any combination of the foregoing.\nWe may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank\nor trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We\nwill file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a\npart. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.

The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:\n

\n\n\n\n\n

•

the offering price;

\n\n\n\n\n

•

the currency or currencies, including composite currencies, in which the price of the warrants may be payable;\n

\n\n\n\n\n

•

the number of warrants offered;

\n\n\n\n\n

•

the securities underlying the warrants, including the securities of third parties or other rights, if any, to\nreceive payment in cash or securities based on the value, rate, or price of one or more specified commodities, currencies, securities, or indices, or any combination of the foregoing, purchasable upon exercise of the warrants;

\n\n\n\n\n

•

the exercise price and the amount of securities you will receive upon exercise;

\n\n\n\n\n

•

the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be\nautomatically exercised;

\n\n\n\n\n

•

the rights, if any, we have to redeem the warrants;

\n\n\n\n\n

•

the date on which the right to exercise the warrants will commence and the date on which the warrants will\nexpire;

\n\n\n\n\n

•

the designation and terms of the securities with which the warrants are issued and the number of warrants issued\nwith each such security;

\n\n\n\n\n

•

the date on and after which the warrants and the related securities will be separately transferable;\n

\n\n\n\n\n

•

U.S. federal income tax consequences;

\n\n\n\n\n

•

the name of the warrant agent; and

\n\n\n\n\n

•

any other material terms of the warrants.

DESCRIPTION OF PURCHASE CONTRACTS

We have summarized below general terms and conditions of the purchase contracts that we may issue from time to time. The applicable prospectus\nsupplement will describe the terms of any purchase contracts and the related agreements. If any particular terms of the purchase contracts described in the prospectus supplement differ from any of the terms described herein, then the terms described\nherein will be deemed superseded by that prospectus supplement.

General

If we offer any purchase contracts, certain terms of that series of purchase contracts will be described in the applicable prospectus\nsupplement, including, without limitation, the following:

\n\n\n\n\n

•

the price of the securities or other property subject to the purchase contracts (which may be determined by\nreference to a specific formula described in the purchase contracts);

\n\n\n\n\n

•

whether the purchase contracts are issued separately, or as a part of units each consisting of a purchase\ncontract and one or more of our other securities or securities of an unaffiliated entity, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract;

\n\n\n\n\n

•

any requirement for us to make periodic payments to holders or vice versa, and whether the payments are unsecured\nor pre-funded;

\n\n\n\n\n

•

any provisions relating to any security provided for the purchase contracts;

\n\n\n\n\n

•

whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the\nsecurities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;

\n\n\n\n\n

•

whether the purchase contracts are to be prepaid or not;

\n\n\n\n\n

•

whether the purchase contracts are to be settled by delivery or by reference or linkage to the value,\nperformance, or level of the securities subject to purchase under the purchase contract;

\n\n\n\n\n

•

any acceleration, cancellation, termination, or other provisions relating to the settlement of the purchase\ncontracts;

\n\n\n\n\n

•

a discussion of certain United States federal income tax considerations applicable to the purchase contracts;\n

\n\n\n\n\n

•

whether the purchase contracts will be issued in fully registered or global form; and

\n\n\n\n\n

•

any other terms of the purchase contracts and any securities subject to such purchase contracts.\n

DESCRIPTION OF UNITS

We have summarized below general terms and conditions of the units that we may issue from time to time. The applicable prospectus supplement\nwill describe the terms of any units and the related agreements. If any particular terms of the units described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by\nthat prospectus supplement.

General

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without\nlimitation, the following, as applicable:

\n\n\n\n\n

•

the title of the series of units;

\n\n\n\n\n

•

identification and description of the separate constituent securities comprising the units;\n

\n\n\n\n\n

•

the price or prices at which the units will be issued;

\n\n\n\n\n

•

the date, if any, on and after which the constituent securities comprising the units will be separately\ntransferable;

\n\n\n\n\n

•

a discussion of certain United States federal income tax considerations applicable to the units; and\n

\n\n\n\n\n

•

any other terms of the units and their constituent securities.

PLAN OF DISTRIBUTION

We may sell our securities in any one or more of the following ways from time to time: (i) through agents; (ii) to or through\nunderwriters, including through underwriting syndicates represented by managing underwriters; (iii) through brokers or dealers; (iv) directly by us to purchasers, including through a specific bidding, auction, or other process; or\n(v) through a combination of any of these methods of sale. The applicable prospectus supplement will contain the terms of the transaction, name or names of any underwriters, dealers, agents, and the respective amounts of securities underwritten\nor purchased by them, the initial public offering price of the securities, and the applicable agent’s commission, dealer’s purchase price, or underwriter’s discount. Any dealers and agents participating in the distribution of the\nsecurities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.

Any public offering price, dealer purchase price, discount, or commission may be changed from time to time.

The securities may be distributed from time to time in one or more transactions, at negotiated prices, at fixed prices (that may be subject to\nchange), at market prices prevailing at the time of sale, at various prices determined at the time of sale, or at prices related to prevailing market prices.

Offers to purchase securities may be solicited directly by us or by agents designated by us from time to time. Any such agent may be deemed to\nbe an underwriter, as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), of the securities so offered and sold.

If underwriters are utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities will be\nacquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices, or at varying prices determined by the underwriters at the time\nof sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters are utilized in the sale of securities, unless\notherwise indicated in the applicable prospectus supplement, the obligations of the underwriters are subject to certain conditions precedent and the underwriters will be obligated to purchase all such securities if any are purchased.

If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the\ndealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will\nattempt to sell securities as agent but may position and resell as principal to facilitate the transaction or in crosses, in which the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an\nunderwriter, as such term is defined in the Securities Act, of the securities so offered and sold.

Offers to purchase securities may be\nsolicited directly by us and the sale thereof may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof.

If so indicated in the applicable prospectus supplement, we may authorize agents and underwriters to solicit offers by certain institutions to\npurchase securities from us or at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the applicable prospectus\nsupplement. Such delayed delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement.

Agents, underwriters, and dealers may be entitled under relevant agreements with us to indemnification by us against certain liabilities,\nincluding liabilities under the Securities Act, or to contribution with respect to payments that such agents, underwriters, and dealers may be required to make in respect thereof. The terms and conditions of any indemnification or contribution will\nbe described in the applicable prospectus supplement.

Underwriters, broker-dealers, or agents may receive compensation in the form of commissions,\ndiscounts, or concessions from us. Underwriters, broker-dealers, or agents may also receive compensation from the purchasers of securities for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular\nunderwriter, broker-dealer, or agent might be in excess of customary commissions and will be in amounts to be negotiated in connection with transactions. In effecting sales, broker-dealers engaged by us may arrange for other broker-dealers to\nparticipate in the resales.

Agents, underwriters, and dealers, or their affiliates, may engage in transactions with, or perform services\nfor, us and our respective subsidiaries in the ordinary course of business.

Any underwriter may engage in overallotment, stabilizing\ntransactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to\npurchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions.\nPenalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the\nsecurities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. An underwriter may carry out these transactions on a stock exchange, in the over-the-counter market, or otherwise.

The place and time of delivery for securities will be set\nforth in the applicable prospectus supplement for such securities.

LEGAL MATTERS

Unless otherwise specified in the prospectus supplement accompanying this prospectus, the validity of the securities to be issued by us and\ncertain other legal matters will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York. Any underwriters, dealers, or agents will be advised about the validity of the securities and other legal matters by their own counsel,\nwhich will be named in the prospectus supplement.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our\nAnnual Report on Form 10-K for the year ended December 31, 2025, and the effectiveness of our internal control over financial reporting as of December 31, 2025, as set forth in their reports, which\nare incorporated by reference in this prospectus. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

250,000,000 Series A\nDepositary Shares

Each Representing a 1/20th Interest in a Share of

6.50% Series A Mandatory Convertible Preferred Stock

\n\n\n $\"LOGO\"$ \n

Meta Platforms, Inc.

6.50% Series A Mandatory Convertible Preferred Stock

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

Morgan Stanley

Goldman\nSachs & Co. LLC

Co-Managers

Allen & Company LLC

BDT & MSD

Centerview\nPartners

Jefferies

Lazard

The Raine Group\n

October 26, 2026

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\n
我们普通股的适用市值
A 类普通股

\n
每股 A 系列强制
可转换优先股的转换率

等于或低于门槛升值价格，但高于或等于初始价格

1.3620 至 1.6000 股 A 类普通股之间，计算方法为将 1,000 美元除以适用市值，并四舍五入至最接近的万分位

1.6000 股 A 类普通股