Meta Platforms Files Preliminary Prospectus for Multi-Tranche Euro Senior Notes Offering

Offering Overview

On November 4, 2026, Meta Platforms, Inc. filed a preliminary prospectus supplement (Form 424B5) covering a public offering of Euro-denominated senior unsecured notes in six tranches. Pricing terms, principal amounts, and coupon rates are subject to completion upon market pricing.

• Issuer: Meta Platforms, Inc. (LEI: BQ4BKCS1HXDV9HN80Z93)
• Security: Senior unsecured notes across 6 distinct series (EUR-denominated)
• Ranking: Unsecured and unsubordinated debt ranking pari passu with all other existing and future unsecured, unsubordinated indebtedness; structurally subordinated to subsidiary liabilities
• Denominations: Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof
• Listing: Intends to apply for listing on the Nasdaq Bond Exchange
• Joint Book-Running Managers: Citigroup and Morgan Stanley
• Clearance: Clearstream Banking S.A. and Euroclear Bank S.A./N.V.

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Notable Capital Structure Developments Disclosed

1. Concurrent USD Senior Notes Offering:

   • On November 3, 2026, Meta priced a $15.0 billion aggregate offering of USD-denominated senior notes across five tranches:
     • $3,250,000,000 of 5.850% Senior Notes due 2031
     • $3,250,000,000 of 6.250% Senior Notes due 2033
     • $4,000,000,000 of 6.550% Senior Notes due 2036
     • $1,750,000,000 of 7.350% Senior Notes due 2046
     • $2,750,000,000 of 7.500% Senior Notes due 2056
   • Settlement of the Euro notes offering is not conditioned on the USD offering or vice versa.

2. Depositary Shares Over-Allotment Exercise:

   • On October 29, 2026, underwriters fully exercised their over-allotment option to purchase an additional 37,500,000 Series A depositary shares (representing 1/20th interest in 6.50% Series A Mandatory Convertible Preferred Stock).
   • Meta issued the shares on November 2, 2026, generating net proceeds of approximately $1,869 million.

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Use of Proceeds and Strategic Context

• Use of Proceeds: Net proceeds from the Euro notes offering will be deployed for general corporate purposes.
• Strategic Context: The multi-currency debt and equity-linked capital raises correspond with Meta's aggressive capital expenditure and R&D ramp across AI infrastructure, data center expansion, generative AI model training, and Reality Labs hardware and AR/VR development.