Meta Platforms, Inc.

FoA other revenue in the three and six months ended June 30, 2026 increased $424 million, or 73%, and $798 million, or 73%, respectively, compared to the same periods in 2025. The increases were primarily driven by paid messaging from WhatsApp and subscriptions.

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our virtual and augmented reality related consumer hardware, software, and content.

RL revenue in the three months ended March 31, 2026 decreased $10 million, or 2%, compared to the same period in 2025. The decrease was driven by lower Meta Quest sales, offset by an increase in sales of AI glasses.

Headcount was 77,986 as of March 31, 2026, an increase of 1% year-over-year.

FoA other revenue in the three months ended March 31, 2026 increased $375 million, or 74%, compared to the same period in 2025. The increase was mostly driven by paid messaging from WhatsApp and Meta Verified subscriptions.

We continued to invest based on our company priorities, with 82% of our 2025 total costs and expenses recognized in our Family of Apps segment and 18% in our Reality Labs segment.

Our mission is to build the future of human connection and the technology that makes it possible.

Revenue was $200.97 billion for full year 2025.

FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services.

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL).

RL includes our virtual and augmented reality related consumer hardware, software, and content.

Our mission is to build the future of human connection and the technology that makes it possible.

Currently, we generate substantially all of our revenue from selling advertising placements on our family of apps to marketers, which is reflected in FoA.

We were incorporated in Delaware in July 2004.

We also compete with companies in the development and application of AI, particularly with respect to the development of frontier AI models, as well as the development and delivery of consumer hardware and augmented and virtual reality products and services.

each of Apple and Google have integrated competitive products with iOS and Android, respectively.

User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users' engagement with our products and services

We had a global workforce of 78,865 employees as of December 31, 2025, and we have offices in more than 90 cities around the world.

Headcount was 78,865 as of December 31, 2025, an increase of 6% year-over-year.

Meta AI is an assistant that's available across our apps, as a stand-alone app, on our AI glasses, and on the web.

Facebook helps give people the power to build community and bring the world closer together.

Our current product offerings in VR include our Meta Quest devices, as well as software and content available through the Meta Horizon Store, which enable a range of social experiences that allow people to defy physical distance while engaging in gaming, fitness, entertainment, and more.

Messenger is a simple yet powerful messaging application for people to connect with friends, family, communities, and businesses across platforms and devices through text, audio, and video calls.

Our current AI glasses include the Ray-Ban Meta and Oakley Meta glasses, which feature Meta AI, our advanced conversational assistant, as well as other features such as hands-free interaction.

Instagram brings people closer to the people and things they love.

WhatsApp is a simple, reliable, and secure messaging application that is used by people and businesses around the world to communicate and transact in a private way.

Headcount was 78,450 as of September 30, 2025, an increase of 8% year-over-year.

RL revenue in the three months ended September 30, 2025 increased $200 million, or 74%, compared to the same period in 2024, mostly due to increases in sales of Meta Quest and AI glasses.

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL).

FoA revenue in the three and six months ended June 30, 2025 increased $8.43 billion, or 22%, and $14.31 billion, or 19%, respectively, compared to the same periods in 2024.

FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services.

RL revenue in the three months ended June 30, 2025 increased $17 million, or 5%, compared to the same period in 2024, driven by an increase in sales of Ray-Ban Meta AI glasses, partially offset by a net decrease in Meta Quest sales.

RL includes our virtual, augmented, and mixed reality related consumer hardware, software, and content.

FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our virtual, augmented, and mixed reality related consumer hardware, software, and content.

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL).

Meta Platforms, Inc. (Exact name of registrant as specified in its charter)

Headcount was 76,834 as of March 31, 2025, an increase of 11% year-over-year.

FoA other revenue in the three months ended March 31, 2025 increased $130 million, or 34%, compared to the same period in 2024. The increase was mostly driven by revenue from WhatsApp Business Platform and Meta Verified subscriptions.

RL revenue in the three months ended March 31, 2025 decreased $28 million, or 6%, compared to the same period in 2024. The decrease in RL revenue was driven by a net decrease in Meta Quest sales, partially offset by an increase in sales of Ray-Ban Meta AI glasses.

Revenue was $164.50 billion for full year 2024.

FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services.

We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL).

RL includes our virtual, augmented, and mixed reality related consumer hardware, software, and content.

Unless expressly indicated or the context requires otherwise, the terms "Meta," "company," "we," "us," and "our" in this document refer to Meta Platforms, Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

Our mission is to build the future of human connection and the technology that makes it possible.

We also compete with companies that develop and deliver consumer hardware and augmented, mixed, and virtual reality products and services.

We compete with companies providing connection, sharing, discovery, and communication products and services to users online, as well as companies that sell advertising to businesses looking to reach consumers and/or develop tools and systems for managing and optimizing advertising campaigns.

For example, each of Apple and Google have integrated competitive products with iOS and Android, respectively.

User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users' engagement with our products and services, as well as global and regional business, macroeconomic, and geopolitical conditions.

Headcount was 74,067 as of December 31, 2024, an increase of 10% year-over-year.

We had a global workforce of 74,067 employees as of December 31, 2024, and we have offices in more than 90 cities around the world.

Threads is an application for text-based updates and public conversations, where communities come together to discuss topics of interest.

Currently, we generate substantially all of our revenue from selling advertising placements on our family of apps to marketers, which is reflected in FoA.

Messenger is a simple yet powerful messaging application for people to connect with friends, family, communities, and businesses across platforms and devices through text, audio, and video calls.

Other revenue consists of revenue from WhatsApp Business Platform, Meta Verified subscriptions, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources.

We have continued to advance our roadmap to include additional AI-enabled offerings such as the Ray-Ban Meta AI glasses, which feature Meta AI, our advanced conversational assistant, as well as other features such as hands-free interaction.

Marketers purchase ads that can appear in multiple places including on Facebook, Instagram, Messenger, and third-party applications and websites.

in 2024 we also unveiled our Orion prototype, a pair of true AR glasses that overlay content on top of the physical world.

WhatsApp is a simple, reliable, and secure messaging application that is used by people and businesses around the world to communicate and transact in a private way.

Our current product offerings in VR include our Meta Quest devices, as well as software and content available through the Meta Horizon Store, which enable a range of social experiences that allow people to defy physical distance while engaging in gaming, fitness, entertainment, and more.

We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL).

RL revenue in the three and nine months ended September 30, 2024 increased $60 million and $238 million, respectively, or 29% in both periods, compared to the same periods in 2023.

FoA revenue in the three and nine months ended September 30, 2024 increased $6.38 billion, or 19%, and $21.09 billion, or 22%, respectively, compared to the same periods in 2023.

Headcount was 72,404 as of September 30, 2024, an increase of 9% year-over-year.

RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest and Ray-Ban Meta, and related software and content.

FoA revenue in the three and six months ended June 30, 2024 increased $7.00 billion, or 22%, and $14.70 billion, or 24%, respectively, compared to the same periods in 2023. The increases were almost entirely driven by advertising revenue.

RL revenue in the three and six months ended June 30, 2024 increased $77 million, or 28%, and $177 million, or 29%, respectively, compared to the same periods in 2023. The increases in RL revenue were driven by a net increase in the volume of Meta Quest sales.

RL includes our virtual, augmented, and mixed reality related consumer hardware, software, and content.

Headcount was 70,799 as of June 30, 2024, a decrease of 1% year-over-year.

FoA other revenue in the three and six months ended June 30, 2024 increased $164 million, or 73%, and $339 million, or 79%, respectively, compared to the same periods in 2023. The increases were primarily driven by WhatsApp Business Platform revenue.

No customer represented 10% or more of total revenue during the years ended December 31, 2024, 2023, and 2022.

We have designed and built our own data centers and key portions of our technical infrastructure, and a substantial portion of our technical infrastructure is also provided by third parties.

We rely on third parties to manufacture and manage the logistics of transporting and distributing our consumer hardware products, which subjects us to a number of risks.

Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform.

The manufacturing of our consumer hardware products depends on a small number of third parties, often with significant operations in a single region such as Asia.

we rely on certain third-party equipment and components for our technical infrastructure that are manufactured by a small number of third parties, often with significant operations in a single region such as Asia.

For example, we generate meaningful revenue from a small number of resellers serving advertisers based in China, and it is possible that the Chinese, United States, or other government could take action that reduces or eliminates our China-based advertising revenue, whether as a result of the trade dispute with the United States, in response to content issues or information requests in Hong Kong or elsewhere, or for other reasons, or take other action against us, such as imposing taxes or other penalties, which could adversely affect our financial results.

For example, like others in our industry, we rely on certain third-party equipment and components for our technical infrastructure that are manufactured by a small number of third parties, often with significant operations in a single region such as Asia.

$2,000,000,000 aggregate principal amount of its 4.875% Senior Notes due 2033 (the “2033 Notes”)

$4,000,000,000 aggregate principal amount of its 6.200% Senior Notes due 2046 (the “2046 Notes”)

$6,000,000,000 aggregate principal amount of its 6.300% Senior Notes due 2056 (the “2056 Notes”)

$4,000,000,000 aggregate principal amount of its 6.450% Senior Notes due 2066 (the “2066 Notes”

On May 4, 2026, Meta Platforms, Inc. (the “Company”) completed an offering of $3,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $2,000,000,000 aggregate principal amount of its 4.875% Senior Notes due 2033 (the “2033 Notes”), $6,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2036 (the “2036 Notes”), $4,000,000,000 aggregate principal amount of its 6.200% Senior Notes due 2046 (the “2046 Notes”), $6,000,000,000 aggregate principal amount of its 6.300% Senior Notes due 2056 (the “2056 Notes”), and $4,000,000,000 aggregate principal amount of its 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 2056 Notes, the “Notes”).

$6,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2036 (the “2036 Notes”)

We anticipate making capital expenditures of approximately $125 billion to $145 billion in 2026 to support our AI efforts and core business.

The carrying amount of our long-term debt in the form of fixed-rate senior unsecured notes (the Notes) was $58.75 billion and $58.74 billion as of March 31, 2026 and December 31, 2025, respectively.

In connection with certain contractual restrictions under a multi-year purchase agreement, we reclassified $5.00 billion of money market funds as restricted cash equivalents as of March 31, 2026.

As of March 31, 2026, we had $237.67 billion of non-cancelable contractual commitments, comprising both short-term and long-term arrangements.

During the three months ended March 31, 2026 and 2025, we paid dividends and dividend equivalents of $0.525 per each share of common stock, totaling to $1.17 billion and $1.15 billion, respectively, for Class A common stock, and $180 million in both periods for Class B common stock.

In addition, as of March 31, 2026, we have contingent obligations to purchase up to $14.72 billion of cloud capacity over a five-year period, which may be reduced if the cloud service provider is able to sell such capacity to other customers.

We did not repurchase any shares of Class A common stock during the three months ended March 31, 2026.

These lease obligations were approximately $182.88 billion, consisting of data centers, colocations, and certain network infrastructure, which will commence during the remainder of 2026 and 2036 with lease terms ranging from greater than one year to 30 years.

Our lease agreements with the Venture, which cover the right to use properties on the data center campus, will commence in 2029 and have an aggregate initial lease commitment of approximately $12.31 billion.

As part of the normal course of business, we have entered into agreements ranging from three to 25 years to purchase clean and renewable energy that do not specify a fixed or minimum volume commitment.

Capital expenditures, including principal payments on finance leases, were $72.22 billion for the year ended December 31, 2025.

We anticipate making capital expenditures of approximately $115 billion to $135 billion in 2026 to support our AI efforts and core business.

In November 2025, we issued an aggregate of $30.0 billion of fixed-rate senior unsecured notes in six series.

As of December 31, 2025, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $59.0 billion, which mature from 2027 through 2064.

We are not subject to any financial covenants under the Notes.

The increase was due to $115.80 billion of cash generated from operations and $29.91 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in November 2025.

Cash, cash equivalents, and marketable securities were $81.59 billion as of December 31, 2025, an increase of $3.78 billion from December 31, 2024.

Our operating and finance leases include data centers, offices, and certain network infrastructure.

These operating and finance leases will commence between 2026 and 2030 with lease terms of greater than one year to 30 years.

we have leases that have not yet commenced, with total lease obligations of approximately $103.77 billion, mostly for data centers, colocations, and network infrastructure, as of December 31, 2025.

we have entered into multi-year agreements ranging from three to 25 years to purchase clean and renewable energy that do not specify a fixed or minimum volume commitment.

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”).

On November 3, 2025, Meta Platforms, Inc. (the “Company”) completed an offering of $4,000,000,000 aggregate principal amount of its 4.200% Senior Notes due 2030 (the “2030 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 “2065 Notes” and, together with the 2030 Notes, the 2032 Notes, the 2035 Notes, the 2045 Notes, and the 2055 Notes, the “Notes”).

Cash used in investing activities during the nine months ended September 30, 2025 mostly consisted of $48.31 billion of purchases of property and equipment as we continued to invest in servers, data centers, and network infrastructure, and $18.26 billion of purchases of non-marketable equity investments.

As of September 30, 2025, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $29.0 billion, which mature from 2027 through 2064.

Beginning in the first quarter of 2025, our board of directors increased the cash dividend by 5% to $0.525 per share of outstanding Class A and Class B common stock.

In June 2025, we completed an investment in Scale AI by acquiring a non-voting minority of its outstanding equity.

During the nine months ended September 30, 2025, we repurchased and subsequently retired 40 million shares of our Class A common stock for an aggregate amount of $26.32 billion, including excise taxes.

In addition, we provided a residual value guarantee for the first 16 years of operations whereby we would make a capped cash payment to the Venture if certain conditions are met following a non-renewal or termination of a data center lease and the then-current value of the data center falls below an agreed-upon threshold, which effectively begins at $28 billion and decreases over time.

At closing, we contributed $4.3 billion which included held-for-sale assets, net of liabilities, consisting mostly of construction in progress and land, while the Investor contributed $7.0 billion in cash to the Venture.

Out of the total consideration, $13.79 billion was included in non-marketable equity investments accounted for under the measurement alternative method, as we do not have significant influence over Scale AI's operations.

The initial lease commitment is approximately $12.3 billion for a four-year lease term, with options to renew for a total lease period of up to 20 years.

We anticipate making capital expenditures of approximately $66 billion to $72 billion in 2025 to support our core business and AI efforts.

As of June 30, 2025, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $29.0 billion, which mature from 2027 through 2064.

Out of the total consideration, $13.79 billion was included in non-marketable equity investments accounted for under the measurement alternative method, as we do not have significant influence over Scale AI's operations.

During the six months ended June 30, 2025, we repurchased and subsequently retired 36 million shares of our Class A common stock for an aggregate amount of $23.16 billion, including excise taxes.

As of June 30, 2025, $28.23 billion remained available and authorized for repurchases.

In June 2025, we completed an investment in Scale AI by acquiring a non-voting minority of its outstanding equity.

Beginning in the first quarter of 2025, our board of directors increased the cash dividend by 5% to $0.525 per share of outstanding Class A and Class B common stock.

In addition to lease liabilities, we have leases that have not yet commenced of approximately $52.56 billion as of June 30, 2025, which will commence between the remainder of 2025 and 2034.

Capital expenditures, including principal payments on finance leases, were $13.69 billion for the three months ended March 31, 2025.

As of March 31, 2025, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $29.0 billion, which mature from 2027 through 2064.

During the three months ended March 31, 2025, we paid $1.33 billion of dividends and dividend equivalents.

Our board of directors increased our first quarter 2025 cash dividend by 5% to $0.525 per share of the outstanding Class A and Class B common stock.

During the three months ended March 31, 2025, we repurchased and subsequently retired 19 million shares of our Class A common stock for an aggregate amount of $13.40 billion, including excise taxes. As of March 31, 2025, $37.95 billion remained available and authorized for repurchases.

Cash, cash equivalents, and marketable securities were $70.23 billion as of March 31, 2025, a decrease of $7.58 billion from December 31, 2024.

These lease obligations were approximately $35.27 billion, mostly for data centers, certain network infrastructure, and colocations, which will commence between the remainder of 2025 and 2034.

Capital expenditures, including principal payments on finance leases, were $39.23 billion for the year ended December 31, 2024.

We anticipate making capital expenditures of approximately $60 billion to $65 billion in 2025 to support our core business and generative AI efforts.

including $10.50 billion of Notes issued in August 2024.

As of December 31, 2024, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $29.0 billion, which mature from 2027 through 2064.

We are not subject to any financial covenants under the Notes.

Cash, cash equivalents, and marketable securities were $77.81 billion as of December 31, 2024

In 2024, we repurchased and subsequently retired 65 million shares of our Class A common stock for an aggregate amount of $29.75 billion.

Beginning in February 2024, our board of directors declared a quarterly cash dividend of $0.50 per share to the holders of our Class A and Class B common stock.

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash needs and fund our investments in infrastructure and AI initiatives, share repurchases and dividend payments for at least the next 12 months and thereafter for the foreseeable future.

As of December 31, 2024, we have additional operating and finance leases, that have not yet commenced, with total lease obligations of approximately $34.12 billion, mostly for data centers, network infrastructure, and colocations.

Our leases have original lease periods expiring between 2025 and 2093.

We have entered into various non-cancelable operating lease agreements mostly for our data centers, offices and colocations. We have also entered into various non-cancelable finance lease agreements for certain network infrastructure.

Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2024 was approximately $24.97 billion, a majority of which is due beyond five years.

Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment.

As of September 30, 2024 and December 31, 2023, we had $29.0 billion and $18.50 billion of fixed-rate senior unsecured notes (the Notes), respectively.

Long-term debt was $28.82 billion as of September 30, 2024.

We paid three quarterly cash dividends and dividend equivalents of $0.50 per share of Class A and Class B common stock, totaling to $3.80 billion during the nine months ended September 30, 2024.

In August 2024, we issued an aggregate of $10.50 billion of fixed-rate senior unsecured notes in five series.

During the nine months ended September 30, 2024, we repurchased and subsequently retired 65 million shares of our Class A common stock for an aggregate amount of $29.81 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022.

As of September 30, 2024, we have additional operating leases, that have not yet commenced, with lease obligations of approximately $18.49 billion, mostly for data centers and colocations.

Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment.

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 third supplemental indenture thereto, dated as of August 9, 2024 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

On August 9, 2024, Meta Platforms, Inc. (the “Company”) completed an offering of $1,000,000,000 aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $2,500,000,000 aggregate principal amount of its 4.750% Senior Notes due 2034 (the “2034 Notes”), $3,250,000,000 aggregate principal amount of its 5.400% Senior Notes due 2054 (the “2054 Notes”) and $2,750,000,000 aggregate principal amount of its 5.550% Senior Notes due 2064 (the “2064 Notes” and, together with the 2029 Notes, 2031 Notes, 2034 Notes and 2054 Notes, the “Notes”).

The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-271535), which 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.

Capital expenditures, including principal payments on finance leases, were $8.47 billion for the three months ended June 30, 2024.

As of June 30, 2024, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $18.50 billion. These notes were issued in multiple series, which mature from 2027 through 2063.

The carrying amount of our long-term debt in the form of senior unsecured notes (the Notes) was $18.39 billion as of June 30, 2024 and December 31, 2023. The total estimated fair value of the Notes was $17.69 billion and $18.48 billion as of June 30, 2024 and December 31, 2023, respectively.

During the six months ended June 30, 2024, we paid two quarterly cash dividends of $0.50 per share of Class A and Class B common stock, totaling to $2.54 billion.

In January 2024, an additional $50 billion of repurchases was authorized under this program. During the six months ended June 30, 2024, we repurchased and subsequently retired 47 million shares of our Class A common stock for an aggregate amount of $20.95 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of June 30, 2024, $60.10 billion remained available and authorized for repurchases.

Share repurchases were $6.32 billion of our Class A common stock and dividend payments were $1.27 billion for the three months ended June 30, 2024.

As of June 30, 2024, we have additional operating leases, that have not yet commenced, with lease obligations of approximately $6.20 billion mostly for data centers and colocations. These operating leases will commence between the remainder of 2024 and 2029 with lease terms of greater than one year to 25 years.

Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of June 30, 2024 is approximately $16.50 billion, a majority of which is due beyond five years.

On March 24, 2026, a jury returned a verdict against us and ordered that we pay a civil penalty of $375 million. A bench trial on the New Mexico Attorney General's public nuisance claim and request for injunctive relief was held in May 2026. On August 6, 2026, the court issued a judgment finding that our platforms constitute a public nuisance, awarding approximately $567 million in abatement costs and injunctive relief including certain changes to the manner in which we provide our services in New Mexico.

The maximum aggregate monetary damages or penalties sought across our various legal proceedings could amount to an aggregate of up to hundreds of billions of dollars and, as a result, could be material to the financial condition of the company.

The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part II, Item 1 of this Quarterly Report on Form 10-Q.

On January 20, 2026, the FTC filed a notice of appeal of that ruling.

On April 29, 2026 and July 10, 2026, respectively, the Commission issued preliminary findings with respect to some of these topics, reflecting its preliminary view that users under 13 years of age are present on Facebook and Instagram and that both platforms present potentially addictive design features, calling into question our compliance with the obligations to diligently assess systemic risks, effectively mitigate such risks, and to overall ensure a high level of protection of minors.

The maximum aggregate monetary damages or penalties sought across our various legal proceedings could amount to an aggregate of up to hundreds of billions of dollars and, as a result, could be material to the financial condition of the company.

Following that trial, the New Mexico Attorney General is seeking $953 million in abatement costs and a broad set of injunctive terms, which include requests for extensive changes to the manner in which we provide our services in New Mexico.

On March 25, 2026, a jury returned a verdict in the first bellwether trial and awarded $6 million in compensatory and punitive damages between us and YouTube, allocated 70% to us and 30% to YouTube.

On November 19, 2025, the court issued judgment against us, finding that AMI had failed to establish abuse of dominance but upholding its case on unfair competition and awarding damages of approximately EUR €542 million.

On June 25, 2025, the court granted our motion for summary judgment on fair use as to the named plaintiffs in the case.

The New Mexico Attorney General has indicated that they intend to seek up to $62.85 billion in penalties in this case.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements and imposed a fine of EUR €200 million.

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million.

While its investigation remains ongoing, in June 2026, the European Commission imposed an interim measure requiring WhatsApp to offer access to the API for free for such general purpose AI providers.

In addition, beginning in November 2024, counsel for over two hundred thousand individual claimants have sent mass arbitration demands relating to "social media addiction" and related harms allegedly caused by Instagram.

On March 24, 2026, a jury returned a verdict against us and ordered that we pay a civil penalty of $375 million.

Across the cases described above, the damages, disgorgement, or penalties that plaintiffs have indicated they could seek range widely in amount, including in certain cases up to more than a trillion dollars.

For certain jurisdictions, including the United States, statutory damages for copyright liability are calculated on a per work basis, which may result in substantial damages, particularly given the large volumes of data required to train AI models.

In addition, recent legislation in Australia imposes a social media ban for users under 16 years old, requiring certain social media companies to take reasonable steps to ensure under 16 year olds do not hold user accounts, and an increasing number of other countries have passed or are considering youth social media bans.

On April 29, 2026, the Commission issued preliminary findings with respect to some of these topics, reflecting its preliminary view that users under 13 years of age are present on Facebook and Instagram, calling into question our compliance with the obligations to diligently assess systemic risks, effectively mitigate such risks, and to overall ensure a high level of protection of minors.

On March 25, 2026, a jury returned a verdict in the first bellwether trial and awarded $6 million in compensatory and punitive damages between us and YouTube, allocated 70% to us and 30% to YouTube.

In Meta Pixel Tax Filing Cases, on March 30, 2026, the U.S. District Court for the Northern District of California denied plaintiffs' motion for class certification.

On March 24, 2026, a jury returned a verdict against us and ordered that we pay a civil penalty of $375 million.

In September 2025, we received a Statutory Notice of Deficiency ("2017-2019 Notice") from the IRS, asserting an additional $15.89 billion in tax, plus interest and penalties for our 2017 through 2019 tax years.

The slight decline in DAP in the first quarter of 2026 was driven by internet disruptions in Iran, as well as a restriction on access to WhatsApp in Russia.

We have made significant investments in AI initiatives, including generative AI and superintelligence, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products, and expect to continue to increase these investments.

Trial in the first of the personal injury cases began on January 27, 2026 in Judicial Council Coordination Proceeding No. 5255 pending in Los Angeles County California Superior Court.

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million.

The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States.

On June 25, 2025, the court granted our motion for summary judgment on fair use as to the named plaintiffs in the case.

On November 19, 2025, the court issued judgment against us, finding that AMI had failed to establish abuse of dominance but upholding its case on unfair competition and awarding damages of approximately EUR €542 million.

On November 18, 2025, the court granted judgment in our favor.

On January 20, 2026, the FTC filed a notice of appeal of that ruling.

If Mr. Zuckerberg were to become unavailable for any reason, there could be a material adverse impact on our operations.

Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.

We currently depend on the continued services and performance of our key personnel, including Mark Zuckerberg.

We have made significant investments in AI initiatives, including generative AI and superintelligence, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products, and expect to continue to increase these investments.

our investments in Reality Labs reduced our 2025 overall operating profit by approximately $19.19 billion, and we expect our 2026 Reality Labs operating losses to remain similar to 2025.

As previously disclosed, on July 17, 2025, the parties to the stockholder derivative action in the Delaware Court of Chancery, captioned In re Facebook Inc. Derivative Litigation, Consolidated C.A. 2018-0307-KSJM (Del. Ch.) (the "Matter"), agreed to a settlement in principle to resolve all claims in the Matter, which is subject to court approval.

The Commission issued preliminary findings with respect to some of these topics on October 24, 2025 reflecting its preliminary view that we have infringed DSA obligations related to notice and action mechanisms for illegal content reporting, content moderation decision appeals, and data access for researchers.

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million.

Across the cases described above, the damages or penalties that plaintiffs have indicated they intend to seek range widely in amount, including in certain cases up to the high tens of billions of dollars.

Trial began on April 14, 2025 and concluded on May 27, 2025. Post-trial briefing concluded on September 10, 2025 and the court is expected to issue a decision in the fourth quarter of 2025 or later.

On July 17, 2025, the parties agreed to a settlement in principle to resolve all claims in the action, which is subject to court approval.

On June 25, 2025, the court granted our motion for summary judgment on fair use as to the named plaintiffs in the case.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements and imposed a fine of EUR €200 million.

On September 25, 2025, the CFPB informed us that the investigation is closed.

In Flo Health, on August 1, 2025, a jury returned a verdict on liability in favor of the plaintiffs and on behalf of a California subclass on the sole claim remaining against Meta under Section 632 of the California Invasion of Privacy Act.

In September 2025, we received a Statutory Notice of Deficiency ("2017-2019 Notice") from the IRS, asserting an additional $15.89 billion in tax, plus interest and penalties for our 2017 through 2019 tax years.

We appealed the European Commission's decision on July 4, 2025, but further fines or modifications to our model may be imposed during the appeal process, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue as early as later in the fourth quarter of 2025.

We have made significant investments in AI initiatives, including generative AI and superintelligence, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products, and expect to continue to increase these investments.

We appealed the European Commission's decision on July 4, 2025, but cannot rule out that further fines or modifications to our model may be imposed during the appeal process, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue as early as later in the third quarter of 2025.

On May 22, 2025, the Tax Court issued its opinion in Facebook, Inc. v. Comm'r of Internal Revenue (2010 tax year).

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million.

The Tax Court opinion provided a value of $7.79 billion for the intellectual property transferred to our international subsidiary, which is $1.48 billion higher than we reported.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements and imposed a fine of EUR €200 million.

On July 30, 2025, the Commission issued an order staying the Order to Show Cause proceeding pending final resolution of the two judicial cases we filed challenging the proceeding.

We appealed the European Commission's decision on January 28, 2025.

On June 25, 2025, the court granted our motion for summary judgment on fair use as to the named plaintiffs in the case.

On July 17, 2025, the parties agreed to a settlement in principle to resolve all claims in the action, which is subject to court approval.

We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.

Our ad targeting and measurement tools incorporate data signals from user activity on websites and services that we do not control, as well as signals generated within our products, and changes to the regulatory environment, third-party mobile operating systems and browsers, and our own products have impacted, and we expect will continue to impact, the availability of such signals, which will adversely affect our advertising revenue.

During the six months ended June 30, 2025, our RL segment reduced our overall operating profit by approximately $8.74 billion, and we continue to expect our full-year RL operating losses to increase in 2025.

Outside of the United States, we are subject to new regulatory regimes, including the Digital Services Act, Digital Markets Act, EU AI Act and similar statutes in non-EU countries such as the UK Digital Markets, Competition and Consumer Act, and new fining guidelines under existing regulatory regimes like the General Data Protection Regulation (GDPR).

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million. We appealed the European Commission's decision on January 28, 2025.

In addition, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this Final Decision and it is currently subject to an interim stay from the Irish High Court.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements and imposed a fine of EUR €200 million. Based on feedback from the European Commission in connection with the DMA, we expect we will need to make some modifications to our model, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue as early as the third quarter of 2025. We will appeal the European Commission's decision but any modifications to our model may be imposed before or during the appeal process.

The cases in the United States, which were filed in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc., Chabon, et al. v. Meta Platforms, Inc. and Farnsworth v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California), have been consolidated into Kadrey, et al. v. Meta Platforms, Inc. Motions for summary judgment will be heard in this case on May 1, 2025, including on the issue of the applicability of the fair use defense to use of copyrighted books for generative AI model training.

On September 18, 2024, staff of the Consumer Financial Protection Bureau (CFPB or Bureau) initiated a Notice and Opportunity to Respond and Advise (NORA) process related to its investigation of advertising for financial products and services on our platform, informing us that staff may recommend to the Director of the CFPB that the Bureau take legal action alleging violations of the Consumer Financial Protection Act, including based on our alleged receipt and use for advertising of financial information from third parties through certain advertising tools as well as our related user disclosures and controls, and provided us with an opportunity to respond. We disagree with the claims staff is considering and believe an enforcement action is unwarranted, and have responded through the NORA process. The result of the NORA process is uncertain at this time.

Trial in the New Mexico Attorney General's case is scheduled to begin on December 1, 2025.

The first group of personal injury cases is currently set for trial on November 25, 2025 in Judicial Council Coordination Proceeding No. 5255 pending in Los Angeles County California Superior Court.

Trial began on April 14, 2025, and the court is expected to issue a decision in the second half of 2025 or later.

For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.

In particular, we expect our AI initiatives will require increased investment in infrastructure and headcount. If our investments are not successful longer-term, our business and financial performance could be harmed.

During the three months ended March 31, 2025, our RL segment reduced our overall operating profit by approximately $4.21 billion, and we continue to expect our full-year RL operating losses to increase in 2025.

Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.

We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and required us to pay a penalty of $5.0 billion and to significantly enhance our practices and processes for privacy compliance and oversight.

Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc., Chabon, et al. v. Meta Platforms, Inc. and Farnsworth v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.

In addition, in July 2024, we entered into a settlement to resolve a lawsuit by the state of Texas in connection with the "tag suggestions" feature and other uses of facial recognition technology.

Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause "social media addiction" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms.

On June 1, 2023, the court presiding over the lawsuit filed by the District of Columbia granted our motion for summary judgment, resolving the case in our favor.

The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States.

On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us.

On September 18, 2024, staff of the Consumer Financial Protection Bureau (CFPB or Bureau) initiated a Notice and Opportunity to Respond and Advise (NORA) process related to its investigation of advertising for financial products and services on our platform

On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC.

On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million.

On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform.

We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.

We have significant international operations, which subject us to increased business, economic, and legal risks that could affect our financial results.

We may not be successful in our Reality Labs strategy and investments, which could adversely affect our business, reputation, or financial results.

Our business is highly competitive. Competition presents an ongoing threat to the success of our business.

Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use, data combination, data protection, content, competition, youth, safety, consumer protection, advertising, e-commerce, and other matters.

We are involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.

Our ad targeting and measurement tools incorporate data signals from user activity on websites and services that we do not control, as well as signals generated within our products, and changes to the regulatory environment, third-party mobile operating systems and browsers, and our own products have impacted, and we expect will continue to impact, the availability of such signals, which will adversely affect our advertising revenue.

A further invalidation of the EU-U.S. DPF by the CJEU could create considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be significantly harmed.

We generate substantially all of our revenue from advertising. The loss of marketers, or reduction in spending by marketers, could seriously harm our business.

We may not be able to secure sufficient components, equipment, or services from third parties to satisfy our needs, or we may be required to procure such components, equipment, or services on unfavorable terms.

Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business.

Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell or deliver advertising in their countries, could substantially harm our business and financial results.

There are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

Our motion for a stay pending appeal was denied in March 2024 and the underlying appeal is fully briefed. Oral argument has been scheduled for November 5, 2024.

Per FTC orders, we completed briefing on threshold legal issues on July 18, 2024, and the FTC has scheduled oral argument before the Commissioners on those issues for November 12, 2024.

We expect the Tax Court to issue an opinion in 2024 which will likely provide a transfer pricing value for intellectual property transferred.

The European Commission issued preliminary findings on July 1, 2024 reflecting its preliminary view that our model does not comply with such requirements, and indicated that it will conclude its investigation by March 2025.

Trial is scheduled to begin on April 2, 2025.

In October 2024, we agreed to a final suite of implementation measures with the FCO and withdrew our lawsuit.

On April 30, 2024, the European Commission opened formal proceedings against us to assess Facebook and Instagram's compliance with certain requirements under Articles 14, 16, 17, 20, 24, 25, 34, 35, and 40 of the DSA, regarding a range of topics including elections, content reporting and appeals, third-party access to data, political content recommendations, potential deceptive advertising and disinformation, including the way in which we identified, assessed, and mitigated against certain systemic risks on Instagram and Facebook.

On September 18, 2023, the plaintiffs filed an amended complaint and on September 17, 2024, the court dismissed the claims with prejudice. On October 14, 2024, plaintiffs filed their notice of appeal.

Trial in the New Mexico Attorney General's case is scheduled to begin on May 12, 2025.

On September 30, 2024, the court dismissed certain claims with leave to amend, but determined certain claims regarding content enforcement practices and user well-being could proceed against us and certain of our current and former directors and officers.

In addition, in July 2024, we entered into a settlement to resolve a lawsuit by the state of Texas in connection with the "tag suggestions" feature and other uses of facial recognition technology.

The Supreme Court granted in part our petition for writ of certiorari on June 10, 2024, and is scheduled to hear oral argument on November 6, 2024.

On September 18, 2024, staff of the Consumer Financial Protection Bureau (CFPB or Bureau) initiated a Notice and Opportunity to Respond and Advise (NORA) process related to its investigation of advertising for financial products and services on our platform, informing us that staff may recommend to the Director of the CFPB that the Bureau take legal action alleging violations of the Consumer Financial Protection Act, including based on our alleged receipt and use for advertising of financial information from third parties through certain advertising tools as well as our related user disclosures and controls, and provided us with an opportunity to respond.

On May 16, 2024, the European Commission opened formal proceedings assessing our compliance with certain requirements under Articles 28, 34, and 35 of the Digital Services Act (DSA), including the way in which we identified, assessed, and mitigated against certain systemic risks to minors and other vulnerable users that may stem from the design and functioning of Instagram and Facebook.

We filed a petition for a writ of certiorari with the U.S. Supreme Court on October 2, 2024.

Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.

We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business.

Our AI initiatives also depend on our access to data to effectively train our models.

We are making significant investments in AI initiatives, including generative AI, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products.

On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims.

We filed a petition for writ of certiorari on March 4, 2024 with the U.S. Supreme Court, seeking review of the Ninth Circuit's order. On June 10, 2024, the U.S. Supreme Court granted in part our petition for writ of certiorari.

On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products.

On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that "tag suggestions" and other uses of facial recognition technology violate the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. On July 29, 2024, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $1.4 billion by us. This settlement amount was accrued on our condensed consolidated balance sheet as of June 30, 2024. On July 30, 2024, the court entered judgment, dismissing the case.

On May 16, 2024, the European Commission opened formal proceedings assessing our compliance with certain requirements under Articles 28, 34, and 35 of the Digital Services Act (DSA), including the way in which we identified, assessed, and mitigated against certain systemic risks to minors and other vulnerable users that may stem from the design and functioning of Instagram and Facebook.

On April 5, 2024, we filed our motion for summary judgment and the FTC filed its opposition and its own motion for partial summary judgment on May 24, 2024. Briefing on the motions for summary judgment will conclude on August 9, 2024.

In March 2024, the European Commission opened an investigation into the compliance of our "subscription for no ads" consent model with requirements under Article 5(2) of the Digital Markets Act. The European Commission issued preliminary findings on July 1, 2024 reflecting its preliminary view that our model does not comply with such requirements, and indicated that it will conclude its investigation by March 2025.

On April 30, 2024, the European Commission opened formal proceedings against us to assess Facebook and Instagram's compliance with certain requirements under Articles 14, 16, 17, 20, 24, 25, 34, 35, and 40 of the DSA, regarding a range of topics including elections, content reporting and appeals, third-party access to data, political content recommendations, potential deceptive advertising and disinformation, including the way in which we identified, assessed, and mitigated against certain systemic risks on Instagram and Facebook.

On March 21, 2024, the U.S. Court of Appeals for the Ninth Circuit affirmed in part and reversed in part the order granting class certification. On May 3, 2024, we filed a petition for panel rehearing and rehearing en banc.

Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief. These cases have all been consolidated into Kadrey, et al. v. Meta Platforms, Inc.

For example, in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and the services were then prohibited by the Russian government, which continued to adversely affect user growth and engagement in the second quarter of 2024.

In particular, we expect our AI initiatives will require increased investment in infrastructure and headcount.

For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.

During the six months ended June 30, 2024, our RL segment reduced our overall operating profit by approximately $8.33 billion, and we continue to expect our RL operating losses to increase meaningfully in 2024.

While Reels is growing in usage, it monetizes at a lower rate than our Feed and Stories products and we expect it will continue to monetize at a lower rate for the foreseeable future.

In addition, in January 2024, Google began the process of phasing out third-party cookies in its Chrome browser.

If the challenge is unsuccessful and the FTC is able to impose the proposed order in its current form, it would limit our ability to provide certain features and services, engage in certain business practices, require us to further increase the time, resources, and costs we spend on compliance and oversight efforts, and would adversely affect our business and financial results.

Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.

User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users' engagement with our products and services, as well as global and regional business, macroeconomic, and geopolitical conditions.

Dina Powell McCormick - President and Vice Chairman Age: 52 Professional Experience: •Meta Platforms, Inc. President and Vice Chairman (2026-present) Advisor (2025-2026) Member of the board of directors (2025-2025)

Christopher K. Cox - Chief Product Officer Age: 43

Andrew Bosworth - Chief Technology Officer Age: 44

Javier Olivan - Chief Operating Officer Age: 48

Susan Li - Chief Financial Officer Age: 40

C.J. Mahoney - Chief Legal Officer Age: 48

We are a party to certain arrangements with Broadcom, whereby we directly and indirectly purchase Broadcom's component products. We are also a party to certain other arrangements with Broadcom whereby Broadcom provides us with services such as design, development and engineering and we pay Broadcom directly for these services. In 2025, the total amount paid to Broadcom under these arrangements was approximately $2.3 billion.

John Hegeman, an immediate family member of one of our executive officers, was employed by us as our Chief Revenue Officer in 2025. In 2025, Mr. Hegeman received total compensation, consisting of base salary and other compensation, including the grant date fair value of an RSU award (which award had a four-year vesting schedule), of approximately $17.5 million.

For business travel on such aircraft in 2025, we paid approximately $2.2 million under the Charter Arrangement and approximately $14,000 under the Time Sharing Arrangement.

We pay for business travel by Javier Olivan on private aircraft indirectly and wholly owned by Mr. Olivan, including flights operated by an independent charter company. Occasionally, Mr. Olivan may be accompanied by guests when using such aircraft, and certain of our other personnel may also use such aircraft for business travel. For all such use, we pay an amount commensurate with market rates for comparable travel pursuant to a written policy overseen by our audit & privacy committee and compensation, nominating & governance committee. We paid approximately $187,000 for business travel on such aircraft in 2025.

Our board of directors also considered that we made payments to Stripe for services relating to payment processing, Dropbox for services relating to data storage, and Ultimate Fighting Championship for collaboration under a sponsorship agreement, in the ordinary course of business pursuant to standard terms and conditions.

eBay, Inc. (eBay), of which Ms. Alford is Chief Financial Officer; Stripe, Inc. (Stripe), of which Mr. Collison is Chief Executive Officer and a member of the board of directors; Stellantis N.V., of which Mr. Elkann is Executive Chairman and a member of the board of directors; Dropbox, Inc. (Dropbox), of which Mr. Houston is Chief Executive Officer and Chairman of the board of directors; Ultimate Fighting Championship, of which Mr. White is President and Chief Executive Officer; and DoorDash, Inc., of which Mr. Xu is Chief Executive Officer and Chairman of the board of directors, purchased and in some cases received credits to purchase advertising from us in the ordinary course of business pursuant to our standard terms and conditions, including through a competitive bid auction.

We have entered into an arrangement with Mark Zuckerberg to indemnify him for any personal liability that he may face solely as a result of being deemed the ultimate controlling shareholder of Meta Platforms, Inc. in connection with obtaining regulatory approval for certain of our subsidiaries in non-U.S. jurisdictions under the laws of those jurisdictions to conduct business activities in furtherance of our online payments and related businesses.

In addition, our board of directors considered that in 2025, Meta acquired WaveForms AI, a company in which Andreessen Horowitz, a venture capital firm affiliated with Mr. Andreessen, had an equity interest, and made minority investments in certain limited partnerships managed by the venture capital firm NFDG, including an entity in which Mr. Collison had an equity interest.

On April 8, 2026, Hock E. Tan and Tracey T. Travis notified Meta Platforms, Inc. (the "Company") of their decision not to stand for re-election to the Company's Board of Directors at the Company's 2026 Annual Meeting of Shareholders (the "Annual Meeting").

Mr. Tan and Ms. Travis will continue to serve as directors until the date of the Annual Meeting.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting

We have served as the Company's auditor since 2007.

In addition, Ms. Powell McCormick previously served as a member of the Board from April 2025 until December 2025 and as an external advisor to the Company from December 2025 until January 2026.

She also previously held senior roles in the U.S. government, including Deputy National Security Advisor to President Donald J. Trump from 2017 to 2018 and Senior White House Advisor and Assistant Secretary of State for Secretary of State Condoleezza Rice from 2005 to 2007 under President George W. Bush.

Ms. Powell McCormick will receive an annual base salary of $1,000,000 and a one-time, non-recurring cash sign-on bonus of $2,000,000. Ms. Powell McCormick will also participate in the Company's bonus plan, under which she will have a bonus target of 200% of her base salary.

In addition, subject to approval by the Board or its designee, Ms. Powell McCormick will receive a grant of restricted stock units ("RSUs") under the Company's 2025 Equity Incentive Plan (the "2025 EIP") with an initial equity value of $60,000,000. The RSUs will vest quarterly over four years, beginning on May 15, 2026, subject to her continued service to the Company through each applicable vesting date.

Previously, Ms. Powell McCormick served as Vice Chair, President and Head of Global Client Services at BDT & MSD Partners, an advisory and investment platform, from May 2023 until January 2026, and before that spent 16 years at Goldman Sachs, a global financial institution, as a partner in senior leadership roles, including serving on the firm's Management Committee and leading its Global Sovereign Investment Banking business.

Ms. Powell McCormick previously received a grant of RSUs pursuant to the 2025 EIP (the "Existing Equity Award"). If Ms. Powell McCormick's employment is terminated by the Company without cause or by Ms. Powell McCormick for good reason prior to the second anniversary of the Start Date, subject to a release of claims against the Company, Ms. Powell McCormick will receive a lump sum cash payment equal to the value of the unvested portion of the Existing Equity Award that would have vested prior to the second anniversary of the Start Date.

The Board of Directors (the "Board") of Meta Platforms, Inc. (the "Company") appointed Dina Powell McCormick, age 52, to serve as President and Vice Chairman of the Company, effective January 12, 2026 (the "Start Date").

(b) On December 19, 2025, Dina Powell McCormick notified Meta Platforms, Inc. (the "Company") that she will resign as a member of the Board of Directors of the Company, effective immediately.

On August 15, 2025, Robert M. Kimmitt, a member of our board of directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The trading plan provides for the sale of an aggregate of 3,500 shares of our Class A common stock.

On May 5, 2025, Christopher K. Cox, our Chief Product Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Each of the fifteen nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

The board of directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP.

The audit & risk oversight committee of the board of directors has selected Ernst & Young LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2025, and recommends that the shareholders vote for ratification of such appointment.

Ernst & Young LLP has been engaged as our independent registered public accounting firm since 2007.

Charles Songhurst 2024 Technology Investor ü

The following fifteen individuals are nominated for election to the board of directors at the 2025 Annual Meeting of Shareholders, all of whom are currently serving on our board of directors:

Dana White 2024 President and Chief Executive Officer, Ultimate Fighting Championship ü

Andrew W. Houston 2020 Co-founder and Chief Executive Officer, Dropbox ü

Mark Zuckerberg 2004 Founder, Chairman, and Chief Executive Officer, Meta

Patrick Collison 2025 Co-founder and Chief Executive Officer, Stripe ü

Hock E. Tan 2024 President and Chief Executive Officer, Broadcom ü

Nancy Killefer 2020 Retired Senior Partner, McKinsey & Company ü

Dina Powell McCormick 2025 Vice Chair, President & Head of Global Client Services, BDT & MSD Partners ü

Tracey T. Travis 2020 Executive Vice President and Senior Advisor to the Chief Executive Officer, The Estée Lauder Companies ü

Robert M. Kimmitt 2020 Senior International Counsel, WilmerHale ü

Tony Xu 2022 Co-founder and Chief Executive Officer, DoorDash ü

John Arnold 2024 Co-founder and Co-chair, Arnold Ventures ü

Peggy Alford 2019 Former Executive Vice President, Global Sales, PayPal Holdings ü

Marc L. Andreessen 2008 Co-founder and General Partner, Andreessen Horowitz ü

John Elkann 2024 Chief Executive Officer, Exor ü

Christopher K. Cox - Chief Product Officer

Susan Li - Chief Financial Officer

Jennifer G. Newstead - Chief Legal Officer

Andrew Bosworth - Chief Technology Officer

Mark Zuckerberg - Founder, Chairman, and Chief Executive Officer

Javier Olivan - Chief Operating Officer

In 2024, the total amount paid to Broadcom under these arrangements was approximately $987 million.

For business travel on such aircraft in 2024, we paid approximately $1.5 million under the Charter Arrangement, and $271,000 under the Time Sharing Arrangement.

We have entered into an arrangement with Mark Zuckerberg to indemnify him for any personal liability that he may face solely as a result of being deemed the ultimate controlling shareholder of Meta Platforms, Inc. in connection with obtaining regulatory approval for certain of our subsidiaries in non-U.S. jurisdictions under the laws of those jurisdictions to conduct business activities in furtherance of our online payments and related businesses.

We paid approximately $412,000 for business travel on such aircraft in 2024.

John Hegeman, an immediate family member of one of our executive officers, is employed by us as our Chief Revenue Officer. In 2024, Mr. Hegeman received total compensation, consisting of base salary, bonus, and other compensation, including the grant date fair value of an RSU award (which award vests over a period of four years), of approximately $23.7 million.

On April 11, 2025, the Board of Directors (the "Board") of Meta Platforms, Inc. (the "Company") approved an increase in the size of the Board to fifteen (15) members and elected Dina Powell McCormick and Patrick Collison as members of the Board, effective April 15, 2025.

The Board has determined that each of Ms. Powell McCormick and Mr. Collison qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market LLC.

As of the time of this filing, the Board has not made a determination regarding the committees of the Board, if any, to which Ms. Powell McCormick and Mr. Collison will be appointed.

Each of Ms. Powell McCormick and Mr. Collison will receive compensation for their service as a non-employee member of the Board as set forth in the Company's Director Compensation Policy.

there are no transactions in which the Company is a party and in which any of Ms. Powell McCormick and Mr. Collison has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

/s/ Ernst & Young LLP We have served as the Company's auditor since 2007.

In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

John Elkann, Charles Songhurst, and Dana White were elected to the board of directors effective December 30, 2024, and accordingly did not sign this Annual Report on Form 10-K.

Susan Li, Chief Financial Officer

Mark Zuckerberg, our founder, Chairman, and CEO

Christopher K. Cox, our Chief Product Officer

Aircraft Time Sharing Agreement, dated March 27, 2024, between Registrant and Mark Zuckerberg.

we have entered into indemnification agreements with our officers, directors, and certain employees

The Board has determined that each of Messrs. White, Elkann and Songhurst qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market LLC.

Each of Messrs. White, Elkann and Songhurst will receive compensation for his service as a non-employee member of the Board as set forth in the Company's Director Compensation Policy.

As of the time of this filing, the Board has not made a determination regarding the committees of the Board, if any, to which Messrs. White, Elkann and Songhurst will be appointed.

On December 30, 2024, the Board of Directors (the "Board") of Meta Platforms, Inc. (the "Company") approved an increase in the size of the Board to thirteen (13) members and elected Dana White, John Elkann and Charles Songhurst as members of the Board, effective December 30, 2024.

There are no arrangements or understandings between any of Messrs. White, Elkann and Songhurst and any other person pursuant to which any of Messrs. White, Elkann and Songhurst was selected as a director, and there are no transactions in which the Company is a party and in which any of Messrs. White, Elkann and Songhurst has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

By: /s/ Katherine R. Kelly Name: Katherine R. Kelly Title: Vice President and Corporate Secretary

On February 1, 2025, Mark Zuckerberg, our founder, Chairman, and Chief Executive Officer, entered into a trading plan that provides for the sale of an aggregate of up to 141,000 shares of our Class A common stock and 143,660 shares of our Class B common stock held by entities affiliated with Mr. Zuckerberg. The plan will terminate on November 22, 2025, subject to early termination for certain specified events set forth in the plan.

On January 31, 2025, Andrew Bosworth, our Chief Technology Officer, entered into a trading plan that provides for the sale of up to 95% of the net shares received during the duration of the plan pursuant to Mr. Bosworth's outstanding equity awards and any future equity award grants. The plan will terminate on January 30, 2027, subject to early termination for certain specified events set forth in the plan.

Entities affiliated with FMR LLC(21) 134,012,721 6.1 — — 2.4

Mark Zuckerberg(2) 141,000 * 342,606,985 99.8 61.0

At the close of business on April 1, 2025, we had 2,181,270,402 shares of Class A common stock outstanding and 343,179,151 shares of Class B common stock outstanding and entitled to vote.

The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.

All current executive officers and directors as a group (20 persons)(19) 1,022,072 * 342,606,985 99.8 61.1

Entities affiliated with Vanguard(22) 186,347,527 8.5 — — 3.3

Entities affiliated with BlackRock(20) 157,849,942 7.2 — — 2.8

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share.

Mark Zuckerberg, our founder, Chairman, and CEO, is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.

Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the European General Data Protection Regulation (GDPR).

On August 17, 2024, Javier Olivan, our Chief Operating Officer, entered into a trading plan that provides for the sale of 75.14% of all of the net shares received during the duration of the plan pursuant to Mr. Olivan's outstanding equity awards and any future equity award grants.

On August 9, 2024, Mark Zuckerberg, our founder, Chairman, and Chief Executive Officer entered into a trading plan that provides for the sale of an aggregate of up to 518,004 shares of our Class A common stock and 1,704,522 shares of our Class B common stock held by entities affiliated with Mr. Zuckerberg.

Mr. Zuckerberg may also transfer shares of Class A common stock or Class C common stock to any other person in a charitable or estate planning transfer provided that Mr. Zuckerberg has certified to the Company prior to such transfer its treatment as a permitted transferee and such transferee will thereafter be subject to the terms and conditions of the Founder Alignment Agreement, including the Stapling Condition with respect to any Stapled Class C Shares so transferred.

Mr. Zuckerberg has also agreed to cause each member of the Holder Group to comply with the Company’s insider trading policy as in effect from time to time, with respect to the Class A common stock, Class B common stock, Class C common stock and all other Company securities.

The Founder Alignment Agreement provides that, in the case of an inadvertent error with respect to a sale or transfer of Stapled Class C Shares, the Holder Group will have five trading days after the earlier of the Company notifying Mr. Zuckerberg, or Mr. Zuckerberg notifying the Company, of such sale to cure the violation and avoid the automatic conversion of shares of Class B common stock

Pursuant to the Founder Alignment Agreement, 20% of the shares of Class C common stock to be issued to the Holder Group in the Stock Dividend will be freely saleable and the other 80% of the shares of Class C common stock will be subject to sale and transfer restrictions

If a member of the Holder Group sells Stapled Class C Shares in violation of the Stapling Condition, the Holder Group will be deemed to have irrevocably converted a number of its shares of Class B common stock into Class A common stock equal to the number of Stapled Class C Shares so sold multiplied by the Unstapling Ratio (rounded up to the nearest whole share).

The Company, with the approval of a committee of the Board consisting of at least two directors, or the audit & privacy committee, in each case with members that the Board has determined to be disinterested with respect to the matters set forth in the Founder Alignment Agreement, may terminate the Founder Alignment Agreement if Mr. Zuckerberg materially breaches the Founder Alignment Agreement and fails to cure within thirty days of receiving notice of such breach, or if a material commitment by Mr. Zuckerberg under the Founder Alignment Agreement ceases to be in full force and effect or is modified without the Company’s prior written consent.

the Holder Group accrues credit for each sale of Class A common stock or Class B common stock, or conversion of Class B common stock into Class A common stock, that is not made in connection with a sale of Stapled Class C Shares (each such credit, as equitably adjusted for stock splits, reverse stock splits, combinations, reclassifications or similar events, a “Stapling Credit”) that may be applied to future sales of Stapled Class C Shares

The Holder Group generally may only sell Stapled Class C Shares if, for each such Stapled Class C Share sold, the Holder Group, no later than two business days after the settlement of such sale, sells one share of Class A common stock or Class B common stock, or converts one share of Class B common stock into a share of Class A common stock, or a combination thereof, or applies Stapling Credits (as defined below) (the “Stapling Condition”).

our Board has agreed to declare an additional dividend of Class C common stock at a 1:1 ratio for each then outstanding share of Class A common stock, Class B common stock and Class C common stock

No more than one Additional Dividend may be paid in respect of any single Doubling Event, and no Additional Dividend Date may occur following Mr. Zuckerberg’s death.

Upon the thirty-second calendar quarter in which the Continued Leadership Condition has been satisfied at all times, all remaining Stapled Class C Shares then held by the Holder Group will be released from the Stapling Condition.

At the time the Holder Group no longer holds any shares of Class B common stock, all Stapled Class C Shares then held by the Holder Group will be deemed released from the Stapling Condition and no shares held or acquired thereafter will be subject to the Stapling Condition.

On the last day of the first full calendar quarter following the payment of the Stock Dividend and on the last day of each calendar quarter thereafter, a number of Stapled Class C Shares then held by the Holder Group equal to 2.5% of the shares of Class C common stock issued to the Holder Group in the Stock Dividend will be released from the Stapling Condition, provided that Mr. Zuckerberg remains employed by the Company on the executive team or as the executive chair of the Board, in either case, on a full-time basis (the “Continued Leadership Condition”) at all times during such calendar quarter.

on October 20, 2026, the Company and Mark Zuckerberg, the Company’s founder, Chairman, and Chief Executive Officer, entered into a Founder Alignment Agreement (the “Founder Alignment Agreement”)

(i) the 30-day volume weighted average price of the Class C common stock reaches a successive doubling, initially 2x, then 4x, then 8x and so on, of the corresponding price of the Class A common stock on September 10, 2026 of $580.60 per share, as equitably adjusted for stock splits, stock dividends, recapitalizations and other equitable adjustments (including with respect to the Stock Dividend) (such event, a “Doubling Event”)

Any shares of Class C common stock issued to Mr. Zuckerberg and the Holder Group in any Additional Dividend will not be subject to the Stapling Condition if, on the Additional Dividend Date, the Continued Leadership Condition is satisfied.

(ii) the compound annualized shareholder return from September 10, 2026, calculated on the basis of the 30-day volume weighted average price and giving effect to the reinvestment of cash dividends and distributions, is no less than 10%.

Mr. Zuckerberg has also separately committed, for eight years following the date of the Founder Alignment Agreement, and so long as the Continued Leadership Condition is met, to remain a resident of California or any other jurisdiction in which the Company maintains its corporate headquarters, absent material unforeseen circumstances rendering it prudent or advisable for him to reside elsewhere.

If the Board fails to declare and pay an Additional Dividend within a reasonable time and at a time when payment of such Additional Dividend is permitted by Section 173 of the General Corporation Law of the State of Delaware, as prescribed by the Founder Alignment Agreement, a number of Stapled Class C Shares then held by the Holder Group equal to the number of shares of Class C common stock the Holder Group would have received in such Additional Dividend (or, if fewer, all remaining Stapled Class C shares) will be released from the Stapling Condition, and the Company shall remain obligated to declare and pay such Additional Dividend.

Mr. Zuckerberg may terminate the Founder Alignment Agreement if the Restated Charter is not filed with the Secretary of State of the State of Delaware within two business days of the date of the Founder Alignment Agreement or is not effective by January 19, 2027 (or any agreed extension), the Stock Dividend is not paid by the fifth business day following the effectiveness of the Restated Charter (subject to applicable Delaware law and any agreed extension), the Company materially breaches the Founder Alignment Agreement and fails to cure within thirty days of receiving notice of such breach, or a material Company commitment under the Founder Alignment Agreement ceases to be in full force and effect or is modified without Mr. Zuckerberg’s prior written consent.

As described above, also on October 19, 2026, the Board declared the Stock Dividend, contingent upon the effectiveness of the Restated Charter, with the record date and payment date for the Stock Dividend to be established by the Board by subsequent action.

On October 19, 2026, the board of directors (the “Board”) of Meta Platforms, Inc. (the “Company” or “Meta”) approved and declared advisable, based on the unanimous recommendation of a special committee consisting of disinterested and independent directors established to review such transaction, and recommended to the Company’s shareholders, the amendment and restatement of the Company’s certificate of incorporation (as so amended and restated, the “Restated Charter”) to, among other things, adjust the Company’s capital structure by establishing a new class of non-voting Class C common stock, par value $0.000006 (the “Recapitalization”), which was subsequently approved by the requisite shareholders by written consent on October 20, 2026.

The Company expects to file the Restated Charter with the Secretary of State of the State of Delaware on or about October 21, 2026 with an effective date of January 19, 2027.

For more information on the non-voting Class C common stock, please refer to the Company’s Preliminary Information Statement on Schedule 14C to be filed with the Securities and Exchange Commission on or about the date hereof.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

On October 21, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2026.

As of June 30, 2026, we had $349.31 billion of non-cancelable contractual commitments, comprising both short-term and long-term arrangements.

The parties have committed to fund their respective pro rata share of approximately $27 billion in total estimated development costs.

Our non-marketable equity method investments include an arrangement, entered into in October 2025, to co-develop a data center campus in Louisiana (the Venture), in which we hold a 20% membership interest.

Upon closing, expected in the third quarter of 2026, we estimate that we will contribute approximately $2.3 billion of held-for-sale assets, net of liabilities, consisting mostly of construction in progress and land, and receive a one-time distribution of approximately $1 billion.

In July 2026, we entered into an exclusivity agreement to co-develop a data center campus in El Paso, Texas, through a venture in which we would hold a 20% membership interest.

We will also provide residual value guarantees with a maximum aggregate exposure of approximately $13 billion.

A copy of the press release is furnished as Exhibit 99.1 to this report.

On July 29, 2026, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2026.

A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook profile (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Meta is making reference to non-GAAP financial information in both the press release and the conference call.

On May 27, 2026, Meta Platforms, Inc. (the "Company") held its annual meeting of shareholders via live audio webcast (the "Annual Meeting").

The shareholders did not approve the shareholder proposal regarding report on risks of anti-American discrimination from H-1B visa program use.

The shareholders did not approve the shareholder proposal regarding report on addressing antisemitism and hate in online platforms.

The shareholders did not approve the shareholder proposal regarding report on integrating child safety improvements into the executive compensation program.

The shareholders did not approve the shareholder proposal regarding disclosure of voting results by share class.

The shareholders did not approve the shareholder proposal regarding dual class capital structure.

The shareholders did not approve the shareholder proposal regarding report on human rights due diligence.

The shareholders did not approve the shareholder proposal regarding report on climate change-related commitments.

The shareholders did not approve the shareholder proposal regarding annual vote regarding executive pay.

At the beginning of the Annual Meeting, there were 1,758,006,749 shares of Class A common stock and 342,307,492 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 92.19% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business.

The shareholders did not approve the shareholder proposal regarding data protection impact assessment on generative AI chatbots.

At the Annual Meeting, the Company's shareholders voted on twelve proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2026 (the "Proxy Statement").

The shareholders did not approve the shareholder proposal regarding report on AI data usage oversight.

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 fifth supplemental indenture thereto, dated as of May 4, 2026 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of April 30, 2026 (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement.

Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated April 30, 2026, which was filed with the Securities and Exchange Commission on May 1, 2026.

The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-295425), which 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.

In April 2026, we entered into additional multi-year infrastructure contracts, related to which our non-cancelable contractual commitments increased by approximately $24 billion.

Our non-marketable equity method investments include an arrangement, entered into in October 2025, to co-develop a data center campus in Louisiana (the Venture), in which we hold a 20% membership interest.

Ad impressions delivered across our Family of Apps in the first quarter of 2026 increased 19% year-over-year, and our average price per ad in the first quarter of 2026 increased 12% year-over-year.

In March 2026, we approved a plan to dispose of certain data center assets with a carrying value of $1.48 billion, consisting mostly of construction in progress and land.

Total revenue for the first quarter of 2026 was $56.31 billion, an increase of 33% compared to the first quarter of 2025, due to an increase in advertising revenue.

On February 18, 2026, the U.S. Treasury issued Notice 2026-7, providing relief from the Corporate Alternative Minimum Tax (CAMT) related to the expensing of previously capitalized U.S. research and development costs. As a result, we recognized an $8.03 billion discrete income tax benefit during the first quarter of 2026, which partially offsets the $15.93 billion discrete charge recognized in the third quarter of 2025 upon enactment of the One Big Beautiful Bill Act.

In March 2026, we issued nonstatutory stock options to purchase an aggregate of 19 million shares of our Class A common stock under the 2025 Plan to certain of our executives and employees.

Absent any changes to our tax landscape, we expect our effective tax rate for the remaining quarters of 2026 to be between 13-16%.

During the three months ended March 31, 2026, our RL segment reduced our overall operating profit by approximately $4.03 billion, and we expect our full-year 2026 RL operating losses to remain similar to 2025.

On April 29, 2026, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 2026.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook profile (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

Our board of directors has set the number of directors at twelve, effective as of the 2026 Annual Meeting of Shareholders, following Mr. Tan and Ms. Travis' retirement from the board.

Christopher K. Cox 2025 999,039 2,297,789 18,382,820 11,750(6) 21,691,398

Susan Li 2025 989,423 2,275,673 16,711,548 85,968(5) 20,062,612

Our CEO continues to receive a base salary of $1 per year in addition to his overall security program, and he does not participate in the annual bonus plan or receive additional equity awards

Susan Li 20,000,000 28,518 5/15/2025

The compensation, nominating & governance committee approved a company performance percentage of 115% for 2025.

Javier Olivan 2025 1,205,523(7) 2,772,703(7) 18,382,820 2,159,503(7)(8) 24,520,549

Mr. Zuckerberg had requested to receive a base salary of $1 per year and the compensation, nominating & governance committee continued to honor this request in 2025.

Mark Zuckerberg 2025 1 — — 25,125,903(4) 25,125,904

Andrew Bosworth 2025 998,570 2,297,789 18,382,820 275,943(9) 21,955,122

in February 2025, the compensation, nominating & governance committee decided to increase the individual target bonus percentage under the Bonus Plan for each of our named executive officers, other than our CEO, from 75% of each such named executive officer's base eligible earnings to 200% of each named executive officer's base eligible earnings, effective beginning with the 2025 annual performance period under the Bonus Plan.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

management has concluded that its internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

On January 28, 2026, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter and full year ended December 31, 2025.

99.1 Press release dated January 28, 2026

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook profile (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

In addition, the Company intends to enter into its standard form of indemnification agreement with Ms. Powell McCormick.

Ms. Powell McCormick has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

There are no arrangements or understandings between Ms. Powell McCormick and any other persons pursuant to which she was appointed as President and Vice Chairman of the Company, and no family relationships among any of the Company's directors or executive officers and Ms. Powell McCormick.

The Stipulation is attached hereto as Exhibit 99.1 and the Notice is attached hereto as Exhibit 99.2.

Pursuant to the Scheduling Order, the Stipulation and the Notice are available on the Company's website at investor.atmeta.com/Legal-Notices/default.aspx.

On December 5, 2025, the Court of Chancery entered a Scheduling Order pursuant to which a settlement hearing will be held at 1:30 pm ET on April 7, 2026.

The Scheduling Order requires that the parties' Stipulation and Agreement of Settlement, Compromise, and Release (the "Stipulation") and the Notice of Pendency of the Matter, Proposed Settlement of the Matter, and Settlement Hearing (the "Notice") be distributed to stockholders of Meta Platforms, Inc. (the "Company") in the form of this Current Report on Form 8-K.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of October 30, 2025 (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement.

In October 2025, we entered into a joint venture (the Venture) with an affiliate of funds managed by Blue Owl Capital, Inc. (the Investor) to co-develop a new data center campus in Richland Parish, Louisiana.

Ad impressions delivered across our Family of Apps in the third quarter of 2025 increased 14% year-over-year, and our average price per ad in the third quarter of 2025 increased 10% year-over-year.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing several significant U.S. income tax provisions that will reduce our U.S. federal cash tax payments for the remainder of 2025 and future years.

As a result, we recorded a $15.93 billion one-time charge related to the implementation as of the enactment date of OBBBA, including recognition of a valuation allowance against our U.S. federal deferred tax assets.

At the beginning of June 2025, we approved a plan to dispose of certain data center assets and reclassified $2.04 billion of these assets as held-for-sale.

Total revenue for the third quarter of 2025 was $51.24 billion, an increase of 26% compared to the third quarter of 2024, due to an increase in advertising revenue.

We anticipate making capital expenditures of approximately $70 billion to $72 billion in 2025 to support our core business and AI efforts, and expect significant capital expenditures growth in 2026.

Family daily active people (DAP) was 3.54 billion on average for September 2025, an increase of 8% year-over-year.

In January 2025, we completed an assessment of the useful lives of property and equipment, which resulted in an increase in the estimated useful lives of most servers and network assets to 5.5 years, effective January 1, 2025.

On October 29, 2025, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2025.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Our board of directors and stockholders approved our 2025 Equity Incentive Plan (2025 Plan), effective as of May 28, 2025, which serves as the successor to our 2012 Equity Incentive Plan (2012 Plan) and provides for the issuance of RSUs, incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, performance shares, and stock bonuses to qualified employees, directors, and consultants.

At the beginning of June 2025, we approved a plan to dispose of certain data center assets and reclassified $2.04 billion of these assets as held-for-sale.

As of June 30, 2025, total held-for-sale assets were $3.26 billion, included within prepaid expenses and other current assets on our condensed consolidated balance sheets.

In January 2025, we completed an assessment of the useful lives of property and equipment, which resulted in an increase in the estimated useful lives of most servers and network assets to 5.5 years, effective January 1, 2025.

Worldwide DAP increased 6% to 3.48 billion on average during June 2025 from 3.27 billion during June 2024.

Ad impressions delivered across our Family of Apps in the second quarter of 2025 increased 11% year-over-year, and our average price per ad in the second quarter of 2025 increased 9% year-over-year.

On July 30, 2025, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2025.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

The shareholders did not approve the shareholder proposal regarding report on child safety impacts and actual harm reduction to children.

The shareholders did not approve the shareholder proposal regarding report on hate targeting marginalized communities.

On May 28, 2025, Meta Platforms, Inc. (the "Company") held its annual meeting of shareholders via live audio webcast (the "Annual Meeting").

The shareholders did not approve the shareholder proposal regarding disclosure of voting results based on class of shares.

The shareholders did not approve the shareholder proposal regarding report on AI data usage oversight.

The shareholders did not approve the shareholder proposal regarding Bitcoin treasury assessment.

Based on these results and consistent with the Company's recommendation, the Company's board of directors has determined that the Company will conduct future shareholder advisory votes on the compensation program for its named executive officers once every three years. This policy will remain in effect until the next shareholder vote on the frequency of shareholder advisory votes on the compensation program for the named executive officers, expected to be held at the Company's 2031 annual meeting of shareholders.

At the Annual Meeting, the Company's shareholders voted on fourteen proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025 (the "Proxy Statement").

The shareholders approved, on a non-binding advisory basis, holding a non-binding advisory vote on the compensation program for the Company's named executive officers every three years.

The shareholders did not approve the shareholder proposal regarding GHG emissions reduction actions.

The shareholders did not approve the shareholder proposal regarding report on risks of deepfakes in online child exploitation.

The shareholders approved the Company's 2025 Equity Incentive Plan.

At the beginning of the Annual Meeting, there were 1,769,720,699 shares of Class A common stock and 342,865,499 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 92.61% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business.

The shareholders did not approve the shareholder proposal regarding dual class capital structure.

The shareholders did not approve the shareholder proposal regarding report on data collection and advertising practices.

The shareholders approved, on a non-binding advisory basis, the compensation program for the Company's named executive officers as disclosed in the Proxy Statement.

Amended and Restated Bonus Plan, effective January 1, 2025.

We also have $30.05 billion of non-cancelable contractual commitments as of March 31, 2025, which are primarily related to our investments in servers and network infrastructure, and content costs, with $23.41 billion due in 2025.

We anticipate making capital expenditures of approximately $64 billion to $72 billion in 2025 to support our core business and generative AI efforts.

If our stock price remains constant to the April 25, 2025 price, and absent any changes to our tax landscape, we expect our effective tax rate for the full year 2025 to be in the range of 12-15%.

Our gross unrecognized tax benefits were $16.01 billion and $15.13 billion as of March 31, 2025 and December 31, 2024, respectively. These unrecognized tax benefits were primarily accrued for the uncertainties with our research tax credits and transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions. If the gross unrecognized tax benefits as of March 31, 2025 were realized in a future period, this would result in a tax benefit of $10.79 billion within our provision for income taxes at such time.

Effective tax rate was 9% for the three months ended March 31, 2025.

Family daily active people (DAP) was 3.43 billion on average for March 2025, an increase of 6% year-over-year.

In January 2025, we completed an assessment of the useful lives of property and equipment, which resulted in an increase in the estimated useful lives of most servers and network assets to 5.5 years, effective January 1, 2025. Based on the servers and network assets placed in service as of December 31, 2024, the financial impact of this change in estimate included a reduction in depreciation expense of $826 million and an increase in net income of $695 million, or $0.27 per diluted share, for the three months ended March 31, 2025.

On April 30, 2025, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 2025.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

A copy of the press release is furnished as Exhibit 99.1 to this report.

The board approved the 2025 Plan on February 13, 2025, subject to approval by our shareholders.

The 2025 Plan is intended as the successor to the Meta Platforms, Inc. 2012 Equity Incentive Plan (the 2012 Plan), which will expire in April 2026 pursuant to its terms.

Andrew Bosworth 20,000,000 42,870 February 15, 2026

The compensation, nominating & governance committee approved a company performance percentage of 125% for 2024.

In 2024, the individual target bonus percentage for each named executive officer was unchanged from 2023 at 75% of each such executive's base salary.

Susan Li 20,000,000 42,870 May 15, 2024

Andrew Bosworth 2024 985,385 923,799 21,671,642 14,000(9) 23,594,826

Mark Zuckerberg 2024 1 — — 27,219,873(4) 27,219,874

Susan Li 2024 946,731 877,826 21,671,642 124,289(5) 23,620,488

Christopher K. Cox 2024 996,289 923,799 21,671,642 17,589(6) 23,609,319

Javier Olivan 2024 1,082,979(7) 1,015,293(7) 21,671,642 1,736,770(7)(8) 25,506,684

On April 11, 2025, the Board of Directors (the "Board") of Meta Platforms, Inc. (the "Company") approved an increase in the size of the Board to fifteen (15) members and elected Dina Powell McCormick and Patrick Collison as members of the Board, effective April 15, 2025.

There are no arrangements or understandings between any of Ms. Powell McCormick and Mr. Collison and any other person pursuant to which any of Ms. Powell McCormick and Mr. Collison was selected as a director

On February 13, 2025, the CNGC approved an increase in the target bonus percentage under the Bonus Plan for each of the Company's named executive officers (other than its Chief Executive Officer (the "CEO")) from 75% of each such named executive officer's base salary to 200% of each named executive officer's base salary, effective beginning with the 2025 annual performance period under the Bonus Plan.

Following this increase, the target total cash compensation for the named executive officers (other than the CEO) falls at approximately the 50th percentile of the Peer Group Target Cash Compensation.

In approving this increase, the CNGC considered that the target total cash compensation for the named executive officers (other than the CEO) was at or below the 15th percentile of the target total cash compensation of executives holding similar positions at the peer group of companies that the Company benchmarks against for executive compensation purposes (the "Peer Group Target Cash Compensation").

As previously disclosed, Meta Platforms, Inc. (the "Company") maintains a Bonus Plan (the "Bonus Plan") that provides variable cash incentives, payable annually, which are designed to motivate its executive officers to focus on company priorities and to reward them for company results and achievements.

Payouts under the Bonus Plan are calculated by multiplying (a) each executive officer's base eligible earnings times his or her target bonus percentage and (b) the company performance percentage approved by the Compensation, Nominating & Governance Committee (the "CNGC") of the Company's Board of Directors for the relevant annual performance period.

The CNGC analyzes market data for executive compensation at least annually, including based on input from its independent compensation consultant.

As of December 31, 2024, we have completed the 2022 restructuring initiatives.

We completed the 2023 restructuring as of December 31, 2023.

in January 2025, we announced certain changes to our content policies and enforcement efforts to further free expression on our platform and mitigate over-enforcement of certain of our content policies.

In early 2025, we announced changes to our diversity programs in light of the shifting legal and policy landscape.

we expect our Reality Labs investments and operating losses to increase in 2025.

we expect our effective tax rate for the full year 2025 to be in the range of 12-15%.

in 2025, we expect to spend approximately 50% of our Reality Labs operating expenses on our wearables initiatives, and the remaining 50% on our metaverse initiatives.

Based on the servers and network assets placed in service as of December 31, 2024, we expect this change in accounting estimate will reduce our full-year 2025 depreciation expense by approximately $2.9 billion.

In January 2025, we completed an assessment of the useful lives of certain servers and network assets, which resulted in an increase in their estimated useful life to 5.5 years, effective beginning fiscal year 2025.

In 2025, we intend to focus on several key investment areas: generative AI, our discovery engine, the metaverse and wearables, Threads, monetization of our products and services, platform integrity and community support, and infrastructure capacity.

In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

On January 29, 2025, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter and full year ended December 31, 2024.

Meta uses the investor.atmeta.com and about.fb.com/news/ websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

During the nine months ended September 30, 2024, our RL segment reduced our overall operating profit by approximately $12.76 billion, and we continue to expect our RL operating losses to increase meaningfully in 2024.

We anticipate making capital expenditures of approximately $38 billion to $40 billion in 2024 and continue to expect significant capital expenditures growth in 2025.

Family daily active people (DAP) was 3.29 billion on average for September 2024, an increase of 5% year-over-year.

Our gross unrecognized tax benefits were $14.13 billion and $11.67 billion as of September 30, 2024 and December 31, 2023, respectively.

We have $32.14 billion of non-cancelable contractual commitments as of September 30, 2024, which are mostly related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs.

On October 30, 2024, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2024.

Meta uses the investor.fb.com and about.fb.com/news/ websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

The Amended and Restated Bylaws, among other things, enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors and submissions of proposals regarding other business at annual or special meetings of shareholders, including with respect to the information about any such shareholders and their affiliates required to be disclosed to the Company, the number of nominees that shareholders may nominate for election, and certain other updates in light of the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended.

The Amended and Restated Bylaws also include updates to matters related to meetings of shareholders, including who may preside over such meetings, and certain other technical, clarifying and conforming changes, including updates to conform to the Delaware General Corporation Law.

On September 5, 2024, the Board of Directors (the “Board”) of Meta Platforms, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”), which became effective as of such date.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of August 7, 2024 (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement.

Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated August 7, 2024, which was filed with the Securities and Exchange Commission on August 8, 2024.

Cash, cash equivalents, and marketable securities were $58.08 billion as of June 30, 2024.

Family daily active people (DAP) was 3.27 billion on average for June 2024, an increase of 7% year-over-year.

Ad impressions delivered across our Family of Apps in the second quarter of 2024 increased 10% year-over-year, and our average price per ad in the second quarter of 2024 increased 10% year-over-year.

Total revenue for the second quarter of 2024 was $39.07 billion, an increase of 22% compared to the second quarter of 2023, due to an increase in advertising revenue.

Net income was $13.47 billion, with diluted earnings per share (EPS) of $5.16 for the three months ended June 30, 2024.

We anticipate making capital expenditures of approximately $37 billion to $40 billion in 2024. We currently expect our capital expenditures to grow significantly in 2025 as we invest to support our AI research and product development efforts.

We have $19.82 billion of non-cancelable contractual commitments as of June 30, 2024, which are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs.

On July 31, 2024, Meta Platforms, Inc. ("Meta") issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2024.

Meta uses the investor.fb.com and about.fb.com/news/ websites as well as Mark Zuckerberg's Facebook Page (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.