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脸书美股招股说明书(2026-05-01版)

2026-05-01 美股招股说明书 ZLY
报告封面

Meta Platforms, Inc. $3,000,000,000 4.550% Senior Notes due 2031$2,000,000,000 4.875% Senior Notes due 2033$6,000,000,000 5.250% Senior Notes due 2036$4,000,000,000 6.200% Senior Notes due 2046$6,000,000,000 6.300% Senior Notes due 2056$4,000,000,000 6.450% Senior Notes due 2066 We are offering $3,000,000,000 of our 4.550% senior notes due 2031 (the “2031 notes”), $2,000,000,000 of our 4.875% senior notes due 2033 (the “2033 notes”), $6,000,000,000 ofour 5.250% senior notes due 2036 (the “2036 notes”), $4,000,000,000 of our 6.200% senior notes due 2046 (the “2046 notes”), $6,000,000,000 of our 6.300% senior notes due 2056 (the“2056 notes”) and $4,000,000,000 of our 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 2056notes, the “notes”). We will pay interest on the notes on May15 and November15 of each year until maturity, beginning on November15, 2026. The notes will be our unsecured obligations and will rankequally 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 $2,000and 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 ofthe Notes.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 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 Section7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (“specified foreign entity”). Each purchaser of the notes, by accepting suchnotes, 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 the facilities of The Depository Trust Company on or about May4, 2026. Citigroup Morgan Stanley Goldman Sachs & Co. LLC J.P. Morgan Allen & Company LLCR. Seelaus & Co., LLC CastleOak Securities, L.P.Siebert Williams Shank TABLE OF CONTENTS Prospectus Supplement Prospectus Pageiiiiiiv About This Prospectus Table of Contents NOTICE TO INVESTORS We have not, and the underwriters have not, authorized anyone to provide you with any information other than the information contained in orincorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectus filed by us with the Securitiesand Exchange Commission (the “SEC”). Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of,any information that others may give you. We and the underwriters are offering to sell the notes only in places where offers and sales are permitted. You Unless expressly indicated or the context requires otherwise, the terms “Meta,” “Company,” “we,” “us,” and “our” in this prospectus refer to MetaPlatforms, Inc., a Delaware corporation, and, where appropriate, its subsidiaries. The term “Family” refers to our Facebook, Instagram, Messenger, andWhatsApp products. For references to accessing Meta’s products on the “web” or via a “website,” such terms refer to accessing such products onpersonal computers. For references to accessing Meta’s products on “mobile,” such term refers to accessing such products via a mobile application or Meta, the Meta logo, Meta Quest, Meta Horizon, Facebook, Instagram, WhatsApp, Reels, and our other registered or common law trademarks,service marks, or trade names included or incorporated by reference in this prospectus supplement and the accompanying prospectus are the property ofMeta Platforms, Inc. or its affiliates. Other trademarks, service marks, or trade names included or incorporated by reference in this prospectus Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and thesecurities we may offer from time to time under our shelf registration statement, some of which may not apply to this offering of the notes. If the You should read this prospectus supplement, the accompanying prospectus, the documents incorporate