Meta PlatformsNASDAQ METACapital
Senior notes issued, with one tranche at $4 billion
The option to buy an additional 6,000,000 shares in the common stock offering was fully exercised.
Why we picked this stock
The filing also confirmed additional forward sale agreements for the option shares.
What changed
2036 Notes principal
$4 billion
Issued Nov 5, 2026
Option shares exercised
6,000,000 shares
Exercised Nov 4, 2026
- Two note tranches have principal amounts of $3.25 billion and $3.25 billion.
- Two other tranches were issued with principal amounts of $1.75 billion and $2.75 billion.
Context
- The original offering agreement covered 40,000,000 shares of common stock.
- The additional forward sale agreements have terms essentially similar to the original ones.
- The coupons on two note tranches are 7.500% and 5.850%.
What to check next
- UncertaintyCheck the quarterly report for settlement of the additional forward sale agreements.
- UncertaintyCheck subsequent filings for how the note proceeds are used.
Sources and wrap-up
Entering a forward sale agreement is distinct from settling the share sale.
Sources
- Form 8-K (Item 8.01,9.01)SEC EDGAR, 2026-11-05
Facts used in the cards
Values and passages are copied from the original filings.
- 2031 Notes principal: $3.25 billion
- Issued Nov 5, 2026, SEC EDGAR
- $3,250,000,000 aggregate principal amount of its 5.850% Senior Notes due 2031
- 2033 Notes principal: $3.25 billion
- Issued Nov 5, 2026, SEC EDGAR
- $3,250,000,000 aggregate principal amount of its 6.250% Senior Notes due 2033
- 2036 Notes principal: $4 billion
- Issued Nov 5, 2026, SEC EDGAR
- $4,000,000,000 aggregate principal amount of its 6.550% Senior Notes due 2036
- 2046 Notes principal: $1.75 billion
- Issued Nov 5, 2026, SEC EDGAR
- $1,750,000,000 aggregate principal amount of its 7.350% Senior Notes due 2046
- 2056 Notes principal: $2.75 billion
- Issued Nov 5, 2026, SEC EDGAR
- $2,750,000,000 aggregate principal amount of its 7.500% Senior Notes due 2056
- 2056 Notes coupon: 7.500%
- Issued Nov 5, 2026, SEC EDGAR
- $2,750,000,000 aggregate principal amount of its 7.500% Senior Notes due 2056
- 2031 Notes coupon: 5.850%
- Issued Nov 5, 2026, SEC EDGAR
- $3,250,000,000 aggregate principal amount of its 5.850% Senior Notes due 2031
- Base common shares offered: 40,000,000 shares
- Agreement Oct 26, 2026, SEC EDGAR
- relating to the registered public offering and sale of 40,000,000 shares of the Company's Class A common stock
- Option shares exercised: 6,000,000 shares
- Exercised Nov 4, 2026, SEC EDGAR
- the Underwriters exercised in full their option to purchase the additional 6,000,000 shares of Class A Common Stock
- Notes underwriter reps: Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC were representatives of the underwriters for the notes.
- Agreement Nov 3, 2026, SEC EDGAR
- with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters
- Additional forward sales: The Company entered into additional forward sale agreements for 6,000,000 shares on terms essentially similar to the original ones.
- Nov 4, 2026, SEC EDGAR
- the Company entered into additional forward sale agreements (the "Additional Forward Sale Agreements") with the Forward Purchasers relating to 6,000,000 shares
Questions and answers
- What was Meta Platforms's 2036 Notes principal in Issued Nov 5, 2026?
- $4 billion.
- What was Meta Platforms's option shares exercised in Exercised Nov 4, 2026?
- 6,000,000 shares.
- What should readers check next on Meta Platforms?
- Check the quarterly report for settlement of the additional forward sale agreements. Check subsequent filings for how the note proceeds are used.
- Which filings is this based on?
- Form 8-K (Item 8.01,9.01) (SEC EDGAR, 2026-11-05).
- Is this a buy recommendation?
- No. This is for information only and is not investment advice. You are responsible for your own investment decisions and their results.
Key terms
- 8-K
- The report a US-listed company files with the SEC when a material event happens.
Corrections
No corrections.