Meta Platforms completed a $15 billion, five-series senior notes offering on November 5, 2026, according to its current report filed with the SEC.
The final prospectus supplement, dated November 3, 2026, estimates net proceeds of approximately $14.9 billion after underwriting discounts and estimated offering expenses. Meta intends to use the proceeds for general corporate purposes. The five fixed-rate series have these final terms:
Interest is payable semiannually each May 15 and November 15, beginning May 15, 2027. Citigroup and Morgan Stanley served as joint book-running managers. The notes are unsecured and unsubordinated, rank equally with Meta’s other senior unsecured debt, carry no subsidiary guarantees and are structurally subordinate to subsidiary liabilities.
Pro Forma Debt and Cash Position
The prospectus’s pro forma presentation as of September 30, 2026 lists actual non-current long-term debt of $80.92 billion and an adjusted balance of $95.92 billion. Actual cash, cash equivalents and marketable securities were $82.45 billion, with an adjusted total of $97.39 billion. The adjusted figures reflect receipt of the estimated net proceeds before those proceeds are used.
AI Investment and Quarterly Cash Demand
Meta reported third-quarter capital expenditures, including principal payments on finance leases, of $34.91 billion in its third-quarter results, and narrowed its 2026 capital-expenditure outlook to $135–145 billion from $130–145 billion. Operating cash flow was $32.79 billion, while free cash flow was negative $2.12 billion. Meta defines free cash flow as operating cash flow less purchases of property and equipment and principal payments on finance leases, tying the measure directly to those capital outlays.
Meta said it expects to continue investing aggressively in its core business and emerging AI initiatives during 2027, with current and scheduled capacity providing flexibility to allocate reopment and support of new products
Underwriters Exercise Share Option in Full
The current report also disclosed that underwriters fully exercised their 30-day option on November 4, 2026 for an additional 6 million Class A shares. Meta entered additional forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC on essentially similar terms to the original agreements.
The original October 26, 2026 agreements covered 40 million Class A shares sold by forward sellers that borrowed the shares from third parties. Meta received no initial proceeds from those sales.
The additional Morgan Stanley confirmation and Goldman Sachs confirmation each cover 3 million shares, are dated November 4, 2026 and effective November 5, 2026, and set an initial forward price of $622.91875 per share.
Subject to conditions, Meta can select settlement dates through November 19, 2027. On settlement, it will issue shares to the forward purchasers and receive cash calculated from the applicable forward price, which adjusts daily using an overnight funding-rate formula and scheduled reductions. The additional confirmations use physical settlement.
The agreements also address Meta’s planned Class C shares. After those shares are issued and other conditions are satisfied, the agreements reference both Class A and Class C stock and allow settlement solely in Class C shares in specified circumstances. The amended and restated certificate of incorporation creating the Class C stock has an effective date of January 19, 2027. Meta’s board approved the new class for capital raising, employee compensation, potential acquisitions and other general corporate purposes.
The debt sale is completed funding with fixed interest obligations, while Meta’s cash receipts and new share issuance under the additional forward agreements depend on later settlement. That separates immediate debt financing from deferred equity-related funding as Meta continues an AI investment program that coincides with negative quarterly free cash flow.
