您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:脸书美股招股说明书(2026-05-01版) - 发现报告

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

$25,000,000,000 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. Investing in the notes involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement and in our Quarterly Reporton Form 10-Q for the quarterly period ended March31, 2026. 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 Passive Bookrunners Goldman Sachs & Co. LLC J.P. Morgan Allen & Company LLCR. Seelaus & Co., LLC CastleOak Securities, L.P. Siebert Williams Shank Table of Contents TABLE OF CONTENTS Prospectus Supplement Notice to InvestorsAbout This Prospectus SupplementCautionary Statement Concerning Forward-Looking StatementsSummaryRisk FactorsUse of ProceedsCapitalizationDescription of NotesMaterial U.S. Federal Income Tax ConsequencesCertain Benefit Plan Investor ConsiderationsUnderwritingIncorporation of Certain Information by ReferenceLegal MattersExperts Prospectus About This Prospectus Where You Can Find More Information Forward-Looking StatementsThe CompanyRisk FactorsUse of ProceedsDescription of Debt Securities Plan of Distribution Legal Matters 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. Youshould not assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus, or anydocument incorporated by reference into this prospectus supplement is accurate as of any date other than their respective dates. Our business, financialcondition, results of operations, and prospects may have changed since those dates. 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 orvia a mobile-optimized version of our websites, whether on a mobile phone or tablet. Meta, the Meta logo, Meta Quest, Meta Horizon, Facebook, Instagram, WhatsApp, Reels, and our other registered or common la