Meta Platforms files 8-K: other material event
Item 8.01 Other Events.
On November 12, 2026, Meta Platforms, Inc. (the “Company”) completed an offering of €1,750,000,000 aggregate principal amount of its 4.300% Senior Notes due 2031 (the “2031 Notes”), €1,250,000,000 aggregate principal amount of its 4.650% Senior Notes due 2033 (the “2033 Notes”), €1,000,000,000 aggregate principal amount of its 4.900% Senior Notes due 2035 (the “2035 Notes”), €1,750,000,000 aggregate principal amount of its 5.400% Senior Notes due 2038 (the “2038 Notes”), €1,750,000,000 aggregate principal amount of its 6.050% Senior Notes due 2044 (the “2044 Notes”), and €1,500,000,000 aggregate principal amount of its 6.400% Senior Notes due 2065 (the “2065 Notes” and, together with the 2031 Notes, the 2033 Notes, the 2035 Notes, the 2038 Notes, and the 2044 Notes, the “EUR Notes”). The offering of the EUR 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 EUR Notes and related matters is set forth in the Company’s Prospectus Supplement dated November 4, 2026, which was filed with the Securities and Exchange Commission on November 6, 2026.
In connection with the issuance of the EUR Notes, the Company entered into an Underwriting Agreement dated as of November 4, 2026 (the “Underwriting Agreement”) with Citigroup Global Markets Limited and Morgan Stanley & Co. International plc, 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 EUR 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 seventh supplemental indenture thereto, dated as of November 12, 2026 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Seventh 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 2035 Notes, the 2038 Notes, the 2044 Notes, and the 2065 Notes are attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, and 4.7, respectively, and are incorporated by reference herein.
The above description of the Underwriting Agreement, the Indenture, and the EUR 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 EUR Notes.