Meta files prospectus for five series of US-dollar senior unsecured notes

Meta intends to use the net proceeds for general corporate purposes, according to the filing. The notes would be unsecured and unsubordinated, rank equally with Meta's other unsecured senior debt and carry no subsidiary guarantees. Citigroup and Morgan Stanley are the joint book-running managers.

The filing follows Meta's 26 October financing plan, which the company described as a balanced mix of operating cash flow, investment-grade debt, strategic partnerships and equity capital. Meta expects 2026 capital expenditure of $135 billion to $145 billion as it expands infrastructure and compute capacity.

Capital spending is above operating cash flow

In the third quarter, capital expenditure including finance-lease principal payments was $34.91 billion, against $32.79 billion of operating cash flow. Free cash flow, on Meta's definition, was negative $2.12 billion. Cash, cash equivalents and marketable securities totaled $82.45 billion on 30 September 2026.

Meta reported revenue rose 26% to $64.60 billion, with advertising contributing $63.06 billion. Revenue beat the top of the $61 billion to $64 billion range Meta gave in July. Costs rose 68%, and operating margin fell to 20% from 40%, much of the drop from a $9.89 billion charge for the teen safety settlement.

Reported diluted earnings per share were $3.83, against $1.05 a year earlier. Meta said both quarters carried large one-time items, so the reported jump says little. The 2026 quarter included the $9.89 billion legal charge; the 2025 quarter included a $15.93 billion tax charge. Excluding one-time items, earnings per share were $7.40, against $7.25, growth of about 2%.

Interest expense net of capitalized interest was $882 million in the third quarter, against $205 million a year earlier. Face-value long-term debt stood at $84 billion on 30 September 2026, including $25 billion of fixed-rate senior unsecured notes issued in six series in May 2026.

Commitments and equity financing

Non-cancelable contractual commitments totaled $454.52 billion, mostly involving third-party cloud capacity, servers and network infrastructure, data-center energy services and Reality Labs hardware. Of that total, $45.85 billion is due in 2026 and $121.41 billion in 2027. A further $355.73 billion of lease obligations had not yet commenced, with commencement dates through 2036.

Meta priced 250 million depositary shares at $50 each in October 2026, with expected net proceeds of about $12.5 billion before any over-allotment exercise. The accompanying Class A common-stock offering was upsized to $25 billion. Meta expects about $24.9 billion of net proceeds before expenses upon settlement of forward-sale agreements on or before 19 November 2027, rather than at the initial offering. Underwriters exercised the depositary-share over-allotment in full; Meta issued 37.5 million additional depositary shares on 2 November 2026 and received about $1.869 billion of net proceeds.

The October plan also included a possible Class C at-the-market equity program of approximately $60 billion, but no agreement had been reached and its timing, size and terms remained undetermined.

What remains unknown

The filing does not give final principal amounts or coupons. Meta may separately launch euro-denominated notes at substantially the same time, but the filing says there is no assurance that offering will be launched or completed.