SEC Form 8-K filed by Meta Platforms Inc.
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
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 | |||||