Meta Platforms files 424B5: prospectus (424B)

The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 26, 2026

Preliminary Prospectus Supplement (To Prospectus dated

Meta Platforms, Inc.

The forward sellers referred to below are offering $22,500,000,000 of shares of our Class A Common Stock, par value $0.000006 per share (our “Class A Common Stock”). We expect to enter into forward sale agreements with each of Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC, whom we refer to in such capacity as the “forward purchasers,” with respect to an aggregate of $22,500,000,000 of shares of our Class A Common Stock. In connection with these forward sale agreements, the forward purchasers or their affiliates and/or agents, whom we refer to in such capacity as the “forward sellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of $22,500,000,000 of shares of our Class A Common Stock.

If in the good faith, commercially reasonable judgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing date a number of shares of our Class A Common Stock underlying its forward sale agreement, or it or its affiliate would be unable to borrow, at a stock loan rate not greater than a specified rate, and deliver for sale on the anticipated closing date such number of shares of our Class A Common Stock, or if certain other conditions to such forward seller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our Class A Common Stock equal to the number of shares that such forward seller does not borrow and deliver.

We do not expect to initially receive any proceeds from the sale of our Class A Common Stock sold by the forward sellers to the underwriters. Each forward sale agreement provides for settlement on a settlement date or dates to be specified at our discretion, subject to certain conditions, on or prior to November 19, 2027. We expect that the forward sale agreements will be physically settled and that upon settlement we will receive the then-applicable adjusted forward price from the forward purchasers.

We currently have two classes of authorized stock: Class A Common Stock and Class B Common Stock, par value $0.000006 per share (“Class B Common Stock”). On October 21, 2026, we filed an amended and restated certificate of incorporation (our “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of

Delaware which, upon effectiveness, will establish a new class of common stock known as Class C Common Stock with terms as specified in our Amended and Restated Certificate of Incorporation (“Class C Common Stock”). 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 Class 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 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. 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 will 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

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

Issuer Meta Platforms, Inc., a Delaware corporation

Class A Common Stock offered by the forward sellers $22,500,000,000 of shares (or $25,875,000,000 of shares if the underwriters’ option to purchase additional shares is exercised in full)

Class A Common Stock outstanding immediately before this offering 2,214,455,318 shares

Class A Common Stock to be outstanding immediately after this offering and after settlement of the forward sale agreements 2,249,468,234 shares (or 2,254,720,172 shares if the underwriters’ option to purchase additional shares is exercised in full)

Class C Effective Date A “Class C Effective Date” will be deemed to have occurred if 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 Global Market or the New York Stock Exchange.

Upon the occurrence of a Class C Effective Date, each forward sale agreement will become two separate transactions, each with terms identical to those of the applicable forward sale agreement immediately prior to the Class C Effective Date, except with one transaction having shares of Class A Common Stock as the underlying shares (a “Class A Transaction”) and the other transaction having Class C Common Stock as the underlying shares and with such further changes as required under the terms of each forward sale agreement. Subject to certain conditions, we will have the ability to settle the Class A Transactions through the delivery of shares of Class C Common Stock, with an adjustment to the forward price applicable to such settlement.

Class C Common Stock A new class of common stock known as Class C Common Stock, with terms as specified in our Amended and Restated Certificate of Incorporation, to be established upon the effectiveness of the Amended and Restated Certificate of Incorporation.

Class C Dividend A “Class C Dividend” means either (x) the Declared Class C Dividend or (y) any reclassification or recapitalization (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 economically equivalent to the Declared Class C Dividend.

Declared Class C Dividend The dividend of one share of Class C Common Stock for each outstanding share of Class A Common Stock and Class B Common Stock declared by our board of directors on October 19, 2026, contingent on the effectiveness of the Amended and Restated Certificate of Incorporation.

Amended and Restated Certificate of Incorporation The amended and restated certificate of incorporation that we filed with the Secretary of State of the State of Delaware on October 21, 2026.