Meta Platforms completes senior notes offering; top coupon 5.750%
Meta Platforms, Inc. completed a multi‑tranche senior notes offering under its Form S‑3 shelf.
Rhea-AI Filing Summary
Meta Platforms, Inc. completed a multi‑tranche senior notes offering under its Form S‑3 shelf. The company issued $4,000,000,000 4.200% Senior Notes due 2030, $4,000,000,000 4.600% Senior Notes due 2032, $6,500,000,000 4.875% Senior Notes due 2035, $4,500,000,000 5.500% Senior Notes due 2045, $6,500,000,000 5.625% Senior Notes due 2055, and $4,500,000,000 5.750% Senior Notes due 2065.
The notes were issued pursuant to the company’s 2022 Base Indenture with U.S. Bank Trust Company, N.A., as trustee, and a Fourth Supplemental Indenture dated November 3, 2025. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC acted as representatives of the underwriters under an Underwriting Agreement dated October 30, 2025. The offering was made via a Prospectus Supplement dated October 30, 2025 under the company’s effective shelf registration.
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Insights
Large, laddered debt issuance across 2030–2065 maturities; neutral impact.
Meta issued six senior note tranches with coupons ranging from 4.200% to 5.750%, spanning maturities from 2030 to 2065. The issuance was conducted off an effective Form S‑3, a standard pathway for frequent issuers, and documented under the existing 2022 base indenture with a new supplemental indenture.
The underwriters—led by Citigroup and Morgan Stanley as representatives—reflect a broadly syndicated deal structure typical for large investment‑grade offerings. Specific proceeds use and covenant details beyond standard indenture references are not included in the excerpt.
Key elements to reference in subsequent materials are the final prospectus for detailed covenants and any call, make‑whole, or redemption terms tied to the 2030–2065 tranches, as these shape long‑term interest obligations.
8-K Event Classification
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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 November 3, 2025, Meta Platforms, Inc. (the “Company”) completed an offering of $4,000,000,000 aggregate principal amount of its 4.200% Senior Notes due 2030 (the “2030 Notes”), $4,000,000,000 aggregate principal amount of its 4.600% Senior Notes due 2032 (the “2032 Notes”), $6,500,000,000 aggregate principal amount of its 4.875% Senior Notes due 2035 (the “2035 Notes”), $4,500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2045 (the “2045 Notes”), $6,500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2055 (the “2055 Notes”), and $4,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2065 (the “2065 Notes” and, together with the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2045 Notes, and the 2055 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-271535), 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 October 30, 2025, which was filed with the Securities and Exchange Commission on November 3, 2025.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of October 30, 2025 (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 fourth supplemental indenture thereto, dated as of November 3, 2025 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Fourth 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 2030 Notes, the 2032 Notes, the 2035 Notes, the 2045 Notes, the 2055 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 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 October 30, 2025, 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 | Fourth Supplemental Indenture, dated as of November 3, 2025, 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 4.200% Senior Notes due 2030 (included in Exhibit 4.1). | |
| 4.3 | Form of Global Note representing the Company’s 4.600% Senior Notes due 2032 (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the Company’s 4.875% Senior Notes due 2035 (included in Exhibit 4.1). | |
| 4.5 | Form of Global Note representing the Company’s 5.500% Senior Notes due 2045 (included in Exhibit 4.1). | |
| 4.6 | Form of Global Note representing the Company’s 5.625% Senior Notes due 2055 (included in Exhibit 4.1). | |
| 4.7 | Form of Global Note representing the Company’s 5.750% Senior Notes due 2065 (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: November 3, 2025 | By: | /s/ Katherine R. Kelly | ||||
| Name: | Katherine R. Kelly | |||||
| Title: | Vice President and Corporate Secretary | |||||