Meta Platforms (NASDAQ: META) sells $25B in senior notes due 2031–2066
Rhea-AI Filing Summary
Meta Platforms, Inc. completed a $25 billion multi-tranche senior notes offering, issuing fixed-rate debt maturing between 2031 and 2066. The company sold $3 billion of 4.550% Notes due 2031, $2 billion of 4.875% Notes due 2033, and $6 billion of 5.250% Notes due 2036.
It also issued $4 billion of 6.200% Notes due 2046, $6 billion of 6.300% Notes due 2056, and $4 billion of 6.450% Notes due 2066. The offering was made under an existing Form S-3 shelf registration, with Citigroup and Morgan Stanley acting as lead underwriters, and the Notes governed by an existing Indenture as supplemented on May 4, 2026.
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Insights
Meta adds $25B of long-term fixed-rate debt across staggered maturities from 2031 to 2066.
Meta Platforms issued six tranches of senior notes totaling $25 billion, with coupons from 4.550% to 6.450% and maturities from 2031 through 2066. The notes rank as senior unsecured obligations under the company’s existing Indenture framework.
The offering was executed off a Form S-3 shelf, using Citigroup and Morgan Stanley as representatives of the underwriters. Fixed-rate coupons lock in borrowing costs but increase interest expense compared with a zero-debt position. Actual balance-sheet impact will depend on how the proceeds are deployed over time.
The very long-dated tranches due 2046, 2056, and 2066 extend Meta’s liability profile for decades. Subsequent financial statements will show the added debt and interest cost, giving more clarity on leverage metrics and how this capital supports the company’s investment and shareholder-return plans.
8-K Event Classification
Key Figures
Key Terms
Senior Notes financial
Registration Statement on Form S-3 regulatory
Underwriting Agreement financial
Indenture financial
Fifth Supplemental Indenture financial
Prospectus Supplement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On May 4, 2026, Meta Platforms, Inc. (the “Company”) completed an offering of $3,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $2,000,000,000 aggregate principal amount of its 4.875% Senior Notes due 2033 (the “2033 Notes”), $6,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2036 (the “2036 Notes”), $4,000,000,000 aggregate principal amount of its 6.200% Senior Notes due 2046 (the “2046 Notes”), $6,000,000,000 aggregate principal amount of its 6.300% Senior Notes due 2056 (the “2056 Notes”), and $4,000,000,000 aggregate principal amount of its 6.450% Senior Notes due 2066 (the “2066 Notes” and, together with the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, and the 2056 Notes, the “Notes”). The offering of the 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 Notes and related matters is set forth in the Company’s Prospectus Supplement dated April 30, 2026, which was filed with the Securities and Exchange Commission on May 1, 2026.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of April 30, 2026 (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives (the “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 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 fifth supplemental indenture thereto, dated as of May 4, 2026 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Fifth 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 2036 Notes, the 2046 Notes, the 2056 Notes, and the 2066 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 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 Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of April 30, 2026, by and among Meta Platforms, Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II therein. | |
| 4.1 | Fifth Supplemental Indenture, dated as of May 4, 2026, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of Global Note representing the Company’s 4.550% Senior Notes due 2031 (included in Exhibit 4.1). | |
| 4.3 | Form of Global Note representing the Company’s 4.875% Senior Notes due 2033 (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the Company’s 5.250% Senior Notes due 2036 (included in Exhibit 4.1). | |
| 4.5 | Form of Global Note representing the Company’s 6.200% Senior Notes due 2046 (included in Exhibit 4.1). | |
| 4.6 | Form of Global Note representing the Company’s 6.300% Senior Notes due 2056 (included in Exhibit 4.1). | |
| 4.7 | Form of Global Note representing the Company’s 6.450% Senior Notes due 2066 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| META PLATFORMS, INC. | ||||||
| Date: May 4, 2026 | By: | /s/ Katherine R. Kelly | ||||
| Name: | Katherine R. Kelly | |||||
| Title: | Vice President and Corporate Secretary | |||||