Meta Platforms Launches Multi-Tranche Senior Notes Debt Offering

Offering Overview

Meta Platforms, Inc. has filed a preliminary prospectus supplement (Form 424B5) under shelf registration statement No. 333-295425 for an offering of senior unsecured notes across five tranches with varying maturities. Citigroup and Morgan Stanley are acting as joint book-running managers. The principal amounts, interest rates, Par Call Dates, and final maturity dates are subject to completion in the final pricing term sheet.

Key Terms & Structure

• Issuer: Meta Platforms, Inc.
• Ranking: Unsecured and unsubordinated debt, ranking equally with all existing and future senior unsecured indebtedness of the parent company, structurally subordinated to liabilities of subsidiaries.
• Interest Payments: Payable semi-annually in arrears, commencing in 2027.
• Optional Redemption: Redeemable prior to the applicable Par Call Dates at a make-whole redemption price, and at 100% of principal plus accrued interest on or after the Par Call Dates.
• Listing: The notes will not be listed on any exchange; underwriters intend to make a secondary market but are not obligated to do so.

Use of Proceeds

Meta intends to use the net proceeds from the offering for general corporate purposes, which may include investments in artificial intelligence infrastructure, Reality Labs R&D, capital expenditures, and general working capital.

Recent Capital Markets Activity

• Series A Depositary Shares Exercise: On October 29, 2026, underwriters fully exercised their over-allotment option to purchase an additional 37,500,000 Series A depositary shares (each representing 1/20th of a share of 6.50% Series A Mandatory Convertible Preferred Stock), issued November 2, 2026, for net proceeds of approximately $1.869 billion.
• Concurrent Euro Offering: Concurrently with this USD offering, Meta disclosed it may launch an offering of euro-denominated senior notes pursuant to a separate prospectus supplement.