UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29 30, 2025

LOGO

Meta Platforms, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35551

20-1665019

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Meta Way, Menlo Park, California 94025

(Address of principal executive offices and Zip Code)

(650) 543-4800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.000006 par value

META

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company						☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Item~~Emerging ~~2.02~~growth ~~Results~~company ~~of Operations and Financial Condition.~~☐

OnIf ~~October 29,~~an ~~2025,~~emerging ~~Meta~~growth ~~Platforms~~company, ~~Inc.~~indicate ~~("Meta")~~by ~~issued~~check amark ~~press~~if ~~release~~the ~~and~~registrant ~~will~~has ~~hold~~elected anot ~~conference~~to ~~call~~use ~~regarding~~the ~~its~~extended ~~financial~~transition ~~results~~period for ~~the~~complying ~~quarter~~with ~~ended~~any ~~September 30,~~new ~~2025.~~or Arevised ~~copy~~financial ofaccounting ~~the~~standards ~~press~~provided ~~release~~pursuant isto ~~furnished as Exhibit~~Section ~~99.1~~13(a) toof ~~this~~the ~~report~~Exchange Act. ☐

~~The information furnished with this~~ Item ~~2.02,~~ ~~including Exhibit 99~~8.1,01 ~~shall~~Other not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filingEvents.

On November 3, 2025, Meta isPlatforms, ~~making~~Inc. ~~reference~~(the to“Company”) ~~non-GAAP~~completed ~~financial~~an ~~information~~offering inof ~~both~~$4,000,000,000 aggregate principal amount of its 4.200% Senior Notes due 2030 (the ~~press~~“2030 ~~release~~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 ~~conference~~“2065 ~~call~~Notes” and, together with the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2045 Notes, and the 2055 Notes, the “Notes”). AThe ~~reconciliation~~offering of ~~GAAP~~the Notes was made pursuant to ~~non~~the Company’s Registration Statement on Form S-~~GAAP~~3 (File No. 333-271535), which ~~results~~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 ~~provided~~set forth in the ~~attached~~Company’s ~~Exhibit~~Prospectus Supplement dated October ~~99.1~~30, ~~press~~2025, ~~release~~which was filed with the Securities and Exchange Commission on November 3, 2025.

~~Meta~~In ~~uses~~connection with the ~~investor.atmeta.com~~issuance ~~and~~of ~~meta.com/news~~the ~~websites~~Notes, asthe ~~well~~Company asentered ~~Mark~~into ~~Zuckerberg's~~an ~~Facebook~~Underwriting ~~Page~~Agreement dated as of October 30, 2025 (~~facebook.com/zuck~~the “Underwriting Agreement”), ~~Instagram~~with ~~account~~Citigroup ~~(instagram~~Global Markets Inc.~~com/zuck)~~ and ~~Threads~~Morgan ~~profile~~Stanley & ~~(threads~~Co.~~net/zuck)~~ LLC, as ~~means~~representatives (the “Representatives”) of ~~disclosing~~the ~~material~~several ~~non-public~~underwriters ~~information~~listed ~~and~~in ~~for~~Schedule ~~complying~~II ~~with~~to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its ~~disclosure~~entirety ~~obligations~~by ~~under~~the ~~Regulation~~terms FDof 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

Exhibit Number		Exhibit Title or Description
Exhibit No.	Description
99.1		Press release dated October 29, 2025
1.1	Underwriting Agreement, dated as of October 30, 2025, by and among Meta Platforms, Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II therein.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
4.1	Fourth Supplemental Indenture, dated as of November 3, 2025, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2	Form of Global Note representing the Company’s 4.200% Senior Notes due 2030 (included in Exhibit 4.1).
4.3	Form of Global Note representing the Company’s 4.600% Senior Notes due 2032 (included in Exhibit 4.1).
4.4	Form of Global Note representing the Company’s 4.875% Senior Notes due 2035 (included in Exhibit 4.1).
4.5	Form of Global Note representing the Company’s 5.500% Senior Notes due 2045 (included in Exhibit 4.1).
4.6	Form of Global Note representing the Company’s 5.625% Senior Notes due 2055 (included in Exhibit 4.1).
4.7	Form of Global Note representing the Company’s 5.750% Senior Notes due 2065 (included in Exhibit 4.1).
5.1	Opinion of Davis Polk & Wardwell LLP.
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		META PLATFORMS, INC.	~~META PLATFORMS, INC.~~
Date:	October 29, 2025		By:	/s/ Katherine R. Kelly
Date: November 3, 2025		By:	/s/ Katherine R. Kelly
				Name: Katherine R. Kelly
		Name:	Katherine R. Kelly
				Title: Vice President and Corporate Secretary
		Title:	Vice President and Corporate Secretary

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