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Meta Platforms files 424B5: prospectus (424B)

Prospectus — pricing and terms of a securities offering.
공식 공시Slicast · 2026년 11월 6일 12:00 UTC · 미국 · 출처: SEC EDGAR · META

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 2026

9,000,000,000 Meta Platforms, Inc.

We are offering 1,750,000,000 of our 4.300% senior notes due 2031 (the “2031 notes”), 1,250,000,000 of our 4.650% senior notes due 2033 (the “2033 notes”), 1,000,000,000 of our 4.900% senior notes due 2035 (the “2035 notes”), 1,750,000,000 of our 5.400% senior notes due 2038 (the “2038 notes”), 1,750,000,000 of our 6.050% senior notes due 2044 (the “2044 notes”), and 1,500,000,000 of our 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 “notes”).

We will pay interest on the 2031 notes, the 2033 notes, the 2035 notes, and the 2065 notes on

February 15 of each year until maturity, beginning on February 15, 2027. We will pay interest on the 2038 notes and the 2044 notes on November 15 of each year until maturity, beginning on November 15, 2027. The notes will be our unsecured obligations and will rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The notes of each series will be issued only in registered form in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof.

We may redeem the notes of each series in whole or in part at any time prior to their maturity at the redemption prices described under “Description of Notes—Optional Redemption of the Notes.” In addition, we may redeem any series of the notes in whole, but not in part, at any time at our option in the event of certain changes in the tax laws of the United States that would require us to pay additional amounts as described under “Description of Notes—Redemption for Tax Reasons.”

Investing in the notes involves risks. See “ Risk Factors ” beginning on page S-8 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026.

(1) Plus accrued interest from November 12, 2026, if settlement occurs after that date.

(2) The underwriters have agreed to make a payment to us in an amount equal to approximately 7.8 million in connection with the offering, including expenses incurred by us in connection with the offering. See “Underwriting.”

Currently, there are no public markets for the notes.

We intend to apply to list the notes on the Nasdaq Bond Exchange (“Nasdaq”). The listing application will be subject to approval by

Nasdaq. We currently expect trading in the notes on Nasdaq to begin within 30 days after the original issue date. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at any time. Currently, there is no public market for the notes.

This prospectus supplement and the accompanying prospectus are not intended to constitute an offer to, and the notes should not be purchased, held, or otherwise acquired by, a “specified foreign entity” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (“specified foreign entity”). Each purchaser of the notes, by accepting such notes, will be deemed to have represented, warranted, and agreed that it is not a “specified foreign entity.”

We expect that delivery of the notes will be made to investors in book-entry form only through a common depositary of Clearstream Banking S.A.

(“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, the “clearing systems”) on or about November 12, 2026.

Joint Book-Running Managers

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the section of this prospectus supplement entitled “Description of Notes.”

Issuer Meta Platforms, Inc.

Issuer Legal Entity Identifier BQ4BKCS1HXDV9HN80Z93

Notes 1,750,000,000 aggregate principal amount of 4.300% senior notes due 2031 (the “2031 notes”).

1,250,000,000 aggregate principal amount of 4.650% senior notes due 2033 (the “2033 notes”).

1,000,000,000 aggregate principal amount of 4.900% senior notes due 2035 (the “2035 notes”).

1,750,000,000 aggregate principal amount of 5.400% senior notes due 2038 (the “2038 notes”).

1,750,000,000 aggregate principal amount of 6.050% senior notes due 2044 (the “2044 notes”).

1,500,000,000 aggregate principal amount of 6.400% senior notes due 2065 (the “2065 notes”).

Interest Rate The 2031 notes: 4.300% per annum, from November 12, 2026, payable annually in arrears.

The 2033 notes: 4.650% per annum, from November 12, 2026, payable annually in arrears.

The 2035 notes: 4.900% per annum, from November 12, 2026, payable annually in arrears.

The 2038 notes: 5.400% per annum, from November 12, 2026, payable annually in arrears.

The 2044 notes: 6.050% per annum, from November 12, 2026, payable annually in arrears.

The 2065 notes: 6.400% per annum, from November 12, 2026, payable annually in arrears.

Interest Payment Dates Interest on the 2031 notes, 2033 notes, 2035 notes, and 2065 notes will be paid annually in arrears on February 15 of each year, beginning on February 15, 2027.

Interest on the 2038 notes and 2044 notes will be paid annually in arrears on November 15 of each year, beginning on November 15, 2027.

Currency of Payments All payments of interest on, principal of, and any redemption price for, or additional amounts as described under “Description of Notes—Payment of Additional Amounts,” if any, with respect to, the notes will be made in euros. If we are unable to obtain euros in amounts sufficient to make a required payment under the notes due to the imposition of exchange controls or other circumstances beyond our control (including the dissolution of the European Monetary Union) or if the euro is no longer being used by the then Member States of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. See “Description of Notes—Issuance in Euro; Payment on the Notes.”

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Meta Platforms files 424B5: prospectus (424B) · Slicast