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.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of November 3, 2026, by and among Meta Platforms, Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II therein. |
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| 4.1 |
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Sixth Supplemental Indenture, dated as of November 5, 2026, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.2 |
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Form of Global Note representing the Company’s 5.850% Senior Notes due 2031 (included in Exhibit 4.1). |
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| 4.3 |
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Form of Global Note representing the Company’s 6.250% Senior Notes due 2033 (included in Exhibit 4.1). |
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| 4.4 |
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Form of Global Note representing the Company’s 6.550% Senior Notes due 2036 (included in Exhibit 4.1). |
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| 4.5 |
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Form of Global Note representing the Company’s 7.350% Senior Notes due 2046 (included in Exhibit 4.1). |
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| 4.6 |
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Form of Global Note representing the Company’s 7.500% Senior Notes due 2056 (included in Exhibit 4.1). |
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| 5.1 |
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Opinion of Davis Polk & Wardwell LLP. |
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| 10.1 |
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Confirmation of Forward Sale Transaction, dated November 4, 2026, between the Company and Morgan Stanley Capital Services LLC, in its capacity as a Forward Purchaser. |
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| 10.2 |
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Confirmation of Forward Sale Transaction, dated November 4, 2026, between the Company and Goldman Sachs & Co. LLC, in its capacity as a Forward Purchaser. |
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| 23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
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| 104 |
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Cover Page Interactive Data File (Embedded within the Inline XBRL document). |
