META: Material agreement

Item 1.01. Entry into a Material Definitive Agreement. Mandatory Convertible Preferred Stock Offering On October 26, 2026, Meta Platforms, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement (Depositary Shares)”) with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as the representatives of the several underwriters named therein (the “Depositary Shares Underwriters”), pursuant to which the Company agreed to issue and sell 250,000,000 Series A depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of 6.50% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.000006 per share (the “Preferred Stock” and such offering, the “Depositary Shares Offering”). Pursuant to the Underwriting Agreement (Depositary Shares), the Company granted the Depositary Shares Underwriters an option to purchase up to an additional 37,500,000 Depositary Shares, which is exercisable within a 30-day period beginning on, and including, the date of the Underwriting Agreement (Depositary Shares), solely to cover over-allotments, if any. The Depositary Shares Offering closed on October 29, 2026. A validity opinion issued by the Company’s counsel with respect to the Depositary Shares sold in the Depositary Shares Offering and the Preferred Stock underlying such Depositary Shares is filed as Exhibit 5.1 hereto. The Depositary Shares Offering was made pursuant to a shelf registration statement on Form S-3 (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2026 (Registration No. 333-299631), a base prospectus, dated October 26, 2026, included as part of the Registration Statement, and a prospectus supplement, date