META · Meta Platforms, Inc. Depositary Shares representing a 1/20th Interest in a Share of Series A Mandatory Convertible Preferred Stock

Meta Platforms, Inc. executed a significant $25 billion debt financing through six series of senior notes issued under its existing shelf registration on Form S-3 (File No. 333-295425). The offering closed on May 4, 2026, following an underwriting agreement dated April 30, 2026, with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as representatives. The notes are governed by the Base Indenture dated August 9, 2022, supplemented by the Fifth Supplemental Indenture also dated May 4, 2026, with U.S. Bank Trust Company, National Association as trustee. Tranches include $3 billion 4.550% notes due May 15, 2031; $2 billion 4.875% due 2033; $6 billion 5.250% due 2036; $4 billion 6.200% due 2046; $6 billion 6.300% due 2056; and $4 billion 6.450% due 2066. All notes are issued as registered global securities through DTC, in minimum denominations of $2,000 and multiples of $1,000 thereafter, with interest calculated on a 30/360 basis. Redemption is available at the company's option prior to respective par call dates at Treasury Rate plus specified premiums, providing flexibility for refinancing. Davis Polk & Wardwell LLP opined on the validity of the securities as binding obligations. This issuance diversifies Meta's long-term capital structure with fixed-rate obligations extending to 2066, potentially supporting investments in AI, metaverse, or other strategic initiatives without immediate equity dilution.