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BCS

Current Report · Items 8.01, 9.01 · 8-K

Meta Platforms, Inc.

METANASDAQEQUITYCurrent

Other Events

Item 8.01 Other Events. U.S. Dollar-Denominated Notes Offering On November 5, 2026, Meta Platforms, Inc. (the “Company”) completed an offering of $3,250,000,000 aggregate principal amount of its 5.850% Senior Notes due 2031 (the “2031 Notes”), $3,250,000,000 aggregate principal amount of its 6.250% Senior Notes due 2033 (the “2033 Notes”), $4,000,000,000 aggregate principal amount of its 6.550% Se…

Filed Nov 5, 2026Accepted Nov 5, 2026, 4:58 PM ESTCIK 1326801Accession 0001193125-26-450074
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Company context

Current securities

Historical securities (1)

Recent company filings

  1. 424B5 filingNov 6, 2026
  2. 424B5 filingNov 5, 2026
  3. FWP - filed by Meta Platforms, Inc. regarding Meta Platforms, Inc.Nov 4, 2026
  4. 4 filingNov 4, 2026
  5. 424B5 filingNov 4, 2026

Registered securities in this filing

Meta Platforms, Inc. · 8-K · Filed 2026-11-05

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock, $0.000006 par value

Symbol
META
Exchange
NASDAQ
Classification
COMMON
Filing context

Context: duration_2026-11-03_to_2026-11-03_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Depositary Shares, each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, $0.000006 par value

Symbol
METAM
Exchange
NASDAQ
Classification
PREFERRED
Status
Current
Filing context

Context: duration_2026-11-03_to_2026-11-03_us-gaap-StatementClassOfStockAxis_us-gaap-SeriesAPreferredStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526450074 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. U.S. Dollar-Denominated Notes Offering On November 5, 2026, Meta Platforms, Inc. (the “Company”) completed an offering of $3,250,000,000 aggregate principal amount of its 5.850% Senior Notes due 2031 (the “2031 Notes”), $3,250,000,000 aggregate principal amount of its 6.250% Senior Notes due 2033 (the “2033 Notes”), $4,000,000,000 aggregate principal amount of its 6.550% Senior Notes due 2036 (the “2036 Notes”), $1,750,000,000 aggregate principal amount of its 7.350% Senior Notes due 2046 (the “2046 Notes”), and $2,750,000,000 aggregate principal amount of its 7.500% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes, the 2033 Notes, the 2036 Notes, and the 2046 Notes, the “USD Notes”). The offering of the USD Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-295425), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. Further information concerning the USD Notes and related matters is set forth in the Company’s Prospectus Supplement dated November 3, 2026, which was filed with the Securities and Exchange Commission on November 5, 2026. In connection with the issuance of the USD Notes, the Company entered into an Underwriting Agreement dated as of November 3, 2026 (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The USD Notes were issued pursuant to an Indenture with U.S. Bank Trust Company, National Association, as trustee, dated as of August 9, 2022 (the “Base Indenture”), as supplemented by the sixth supplemental indenture thereto, dated as of November 5, 2026 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Sixth Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The Base Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 9, 2022. The forms of the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, and the 2056 Notes are attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5, and 4.6, respectively, and are incorporated by reference herein. The above description of the Underwriting Agreement, the Indenture, and the USD Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, and the forms of USD Notes. Full Exercise of Option to Purchase Additional Shares in the Common Stock Offering in Connection with Forward Sale Agreements As previously reported in the Company’s Current Report on Form 8-K filed on October 29, 2026 (the “Prior Form 8-K”), on October 26, 2026, the Company entered into (i) an underwriting agreement (the “Underwriting Agreement (Common Stock)”) with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC, acting in their capacity as forward purchasers (the “Forward Purchasers”), and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as forward sellers (the “Forward Sellers”), relating to the registered public offering and sale of 40,000,000 shares of the Company’s Class A common stock, par value $0.000006 per share (“Class A Common Stock”), and (ii) forward sale agreements (the “Forward Sale Agreements”) with the Forward Purchasers relating to 40,000,000 shares of Class A Common Stock. Pursuant to the Underwriting Agreement (Common Stock), the Underwriters were also granted a 30-day option to purchase up to an additional 6,000,000 shares of Class A Common Stock. On November 4, 2026, the Underwriters exercised in full their option to purchase the additional 6,000,000 shares of Class A Common Stock pursuant to the Underwriting Agreement (Common Stock) and, in connection therewith, the Company entered into additional forward sale agreements (the “Additional Forward Sale Agreements”) with the Forward Purchasers relating to 6,000,000 shares of Class A Common Stock, on terms essentially similar to those contained in the Forward Sale Agreements. The descriptions of the Underwriting Agreement (Common Stock), the Forward Sale Agreements and the Additional Forward Sale Agreements set forth above do not purport to be complete and are qualified in their respective entireties by reference to the terms and conditions of the Underwriting Agreement (Common Stock) and the Forward Sale Agreements, which are filed as Exhibits 1.2, 10.1 and 10.2, respectively, to the Prior Form 8-K, and the Additional Forward Sale Agreements, which are filed as Exhibits 10.1 and 10.2 hereto, and, in each case, incorporated herein by reference.
Filed exhibits (1)
EX-4.1 (by filename) d166273dex41.htm

Exhibit 4.1 META PLATFORMS, INC. 5.850% Senior Notes due 2031 6.250% Senior Notes due 2033 6.550% Senior Notes due 2036 7.350% Senior Notes due 2046 7.500% Senior Notes due 2056 Sixth Supplemental Indenture Dated as of November 5, 2026 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS PAGE ARTICLE ONE CERTAIN DEFINITIONS 2 ARTICLE TWO SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL 4 ARTICLE THREE REDEMPTION 9 Section 3.01 Redemption at the Option of the Company 9 ARTICLE FOUR MISCELLANEOUS 12 Section 4.01 Governing Laws; Waiver of Jury Trial 12 Section 4.02 …

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