STOCK TITAN

Meta Platforms Q3 2026 operating income falls 37%

A $9.89 billion legal-proceedings charge coincided with lower operating income and negative free cash flow.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Meta Platforms, Inc. reported third-quarter 2026 revenue of $64.601 billion, up 26% year over year, and net income of $9.860 billion, up 264%. Operating income fell 37% to $12.988 billion, while operating margin was 20%, versus 40% a year earlier. An agreement with 52 U.S. attorneys general to resolve litigation provides for payments of up to approximately $18.59 billion; related third-quarter expenses included a $9.89 billion charge. Free cash flow was negative $2.12 billion, compared with $10.625 billion.

Meta expects fourth-quarter revenue of $73–76 billion and full-year 2026 capital expenditures, including principal payments on finance leases, of $135–145 billion. It expects the new non-voting Class C share class to take effect January 19, 2027. If the amended charter becomes effective, holders of each outstanding Class A and Class B share will receive one Class C share; the dividend will not change voting power. Under an agreement with founder and CEO Mark Zuckerberg, 20% of shares issued to the Holder Group are freely saleable, while the other 80% are subject to restrictions generally tied to corresponding Class A or B sales, Class B conversions, or accumulated credits.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 3 points

How the balance works

Positive

  • Moderate pointRevenue increased 26% year over year to $64.601 billion.
  • Moderate pointNet income increased 264% year over year to $9.860 billion.

Negative

  • Major pointRelated third-quarter expenses included a $9.89 billion charge.
  • Moderate pointOperating income fell 37% year over year to $12.988 billion.
  • Moderate pointFree cash flow was negative $2.12 billion, versus $10.625 billion a year earlier.

Filing Explained

The agreement adds a release timetable for restricted shares and trigger-based future Class C dividends beyond the approved one-time dividend.

Shareholders approved the charter amendment by written consent on October 20, 2026, but it is not yet effective. The one-time Class C dividend remains contingent on effectiveness, and the board has not set its record or payment dates, so distribution to Class A and B holders has not occurred.

Under the Founder Alignment Agreement, 2.5% of the shares issued to the Holder Group in the dividend are scheduled for release from restrictions at each qualifying quarter-end, beginning after the first full calendar quarter following payment. Each quarter counts only if Zuckerberg meets the full-time leadership condition throughout; missed quarters do not count but do not forfeit shares, and all remaining restricted shares are released upon the thirty-second qualifying quarter.

The agreement also commits the board to additional one-for-one Class C dividends on then-outstanding Class A, B, and C shares when the Class C 30-day volume-weighted average price reaches successive doubling thresholds from the September 10, 2026 reference price of $580.60 and annualized shareholder return from that date is at least 10%. These are trigger-based future dividends, not an additional dividend declared in this filing.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $64.601 billion Third quarter 2026; up 26% year over year
Operating income $12.988 billion Third quarter 2026; down 37% year over year
Net income $9.860 billion Third quarter 2026; up 264% year over year
Diluted earnings per share $3.83 Third quarter 2026; up 265% year over year
Free cash flow -$2.12 billion Third quarter 2026, compared with $10.625 billion in third quarter 2025
Litigation-related charge $9.89 billion Included in third-quarter 2026 expenses
Agreement payments Up to approximately $18.59 billion Agreement with 52 attorneys general
Fourth-quarter revenue outlook $73–76 billion Fourth quarter 2026
Stapling Condition technical
"compliance with the Stapling Condition"
Stapling Credits technical
"Stapling Credits do not expire and may be accrued"
volume weighted average price financial
"30-day volume weighted average price of the Class C common stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
free cash flow financial
"Free cash flow is not intended to represent our residual cash flow"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
constant currency basis financial
"revenue on a constant currency basis"
A "constant currency basis" is a way companies compare financial results by removing the effects of changing exchange rates between different currencies. It helps show how the business is really performing, without the confusion caused by currency value swings, much like adjusting for inflation to see true growth.
Revenue $64.601 billion Up 26% year over year
Operating income $12.988 billion Down 37% year over year
Net income $9.860 billion Up 264% year over year
Diluted earnings per share $3.83 Up 265% year over year
Free cash flow -$2.12 billion Compared with $10.625 billion in third quarter 2025
Guidance

Fourth-quarter 2026 revenue of $73–76 billion; full-year 2026 expenses of $175–179 billion; 2026 capital expenditures, including principal payments on finance leases, of $135–145 billion; Reality Labs losses of $18–19 billion; and a fourth-quarter tax rate of 15–17%. Excluding the third-quarter legal charge, Meta expects 2026 operating income to be above 2025 operating income.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did META perform in Q3 2026?

Meta reported revenue of $64.601 billion, up 26% year over year, and net income of $9.860 billion, up 264%. Operating income was $12.988 billion, down 37%, and diluted earnings per share was $3.83, up 265%.

What is META's Q4 2026 revenue outlook?

Meta expects fourth-quarter 2026 revenue of $73–76 billion. Its outlook also includes full-year 2026 expenses of $175–179 billion, capital expenditures of $135–145 billion, and a fourth-quarter tax rate of 15–17%.

What does META's Class C stock dividend mean for shareholders?

If the amended charter becomes effective, holders of each outstanding Class A and Class B share will receive one non-voting Class C share. The charter is expected to take effect January 19, 2027. Meta says the dividend will not change voting power and expects the Class A market price to reflect a two-for-one stock-split effect after payment.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
0001326801false00013268012026-10-192026-10-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2026
Meta Logo.jpg
Meta Platforms, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3555120-1665019
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1 Meta Way, Menlo Park, California 94025
(Address of principal executive offices and Zip Code)

(650) 543-4800
(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.000006 par valueMETAThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐



Item 1.01. Entry into a Material Definitive Agreement.
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.
Also on October 19, 2026, in connection with the Recapitalization, the Board declared a one-time stock dividend of one share of the Company’s non-voting Class C common stock for each share of the Company's outstanding Class A common stock and Class B common stock (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; under the Founder Alignment Agreement described below, the payment date will be no later than the fifth business day following the effectiveness of the Restated Charter.
In connection with the Recapitalization and the Stock Dividend, 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”), which limits the ability of Mr. Zuckerberg and certain of his permitted transferees (together with Mr. Zuckerberg, the “Holder Group”) to sell shares of Class C common stock without a corresponding reduction in Mr. Zuckerberg’s voting power, by conditioning sales of such shares on compliance with the Stapling Condition (as described below).
Mr. Zuckerberg generally cannot obtain liquidity in a significant majority of the non-voting Class C common stock that he will receive in the Stock Dividend without a corresponding reduction in his voting power. 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 (any shares of Class C common stock subject to such sale and transfer restrictions, the “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”). However, if immediately prior to such sale the number of Stapled Class C Shares then held by the Holder Group exceeds the sum of the shares of Class A common stock and Class B common stock then held by the Holder Group plus its unapplied Stapling Credits (including as a result of the payment of Additional Dividends (as defined below)) (the “Unstapling Capacity”), the number of shares of Class A common stock or Class B common stock that the Holder Group must sell, or the number of shares of Class B common stock that the Holder Group must convert into shares of Class A common stock, or any combination thereof, will be proportionately reduced (rounded up to the nearest whole share) by multiplying it by a fraction equal to the Unstapling Capacity divided by the number of Stapled Class C Shares then held, which fraction shall not be greater than one (1) (the “Unstapling Ratio”). In addition, following the payment of the Stock Dividend, 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, at a rate equal to the Unstapling Ratio per Stapled Class C Share sold, such that such sales of Stapled Class C Shares are deemed to be in compliance with the Stapling Condition. Stapling Credits do not expire and may be accrued and applied in fractional amounts. 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.



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 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 by selling or converting the number of shares of Class A common stock or Class B common stock that would have been required for a compliant sale, causing the sale of Stapled Class C Shares to be rescinded or unwound, or designating an equal number of unstapled shares of Class C common stock as Stapled Class C Shares.
The Holder Group may transfer shares of Class A common stock, Class B common stock or Class C common stock among themselves as permitted by the Restated Charter. In addition, 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.
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. Calendar quarters in which the Continued Leadership Condition is not satisfied at all times do not count toward the release schedule, which need not be satisfied over consecutive quarters, but no shares are forfeited if the Continued Leadership Condition is not met. 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. 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.
Under the Founder Alignment Agreement, 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 following the first date on which both of the following conditions have been satisfied (such date, an “Additional Dividend Date,” and each such dividend, an “Additional Dividend”): (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”), and (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%. 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. 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. If, on the Additional Dividend Date, the Continued Leadership Condition is not satisfied, a number of shares of Class C common stock equal to (i) the total number of shares of Class C common stock payable to the Holder Group in connection with the Additional Dividend multiplied by (ii) a fraction equal to (x) the sum of shares of Class B common stock held by the Holder Group plus the number of Stapled Class C Shares held by the Holder Group divided by (y) the total number of shares of Class A common stock, Class B common stock and Class C common stock held by the Holder Group, in each case of clause (x) and (y), measured as of the last date the Continued Leadership Condition was satisfied, shall be deemed Stapled Class C Shares and subject to the Stapling Condition and only released from the Stapling Condition if Mr. Zuckerberg thereafter satisfies the Continued Leadership Condition for at least six consecutive months (or upon the Holder Group no longer holding any shares of Class B common stock). 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.
In the event of (i) any merger, consolidation, conversion or other business combination requiring the approval of the holders of our capital stock, whether or not the Company is the surviving entity, or the acquisition of all or substantially all of our assets; (ii) any tender or exchange offer by a third party to acquire a majority of the shares of Class A common stock, Class B common stock or Class C common stock; or (iii) any tender or exchange offer by the Company to acquire any such shares, neither Mr. Zuckerberg nor the Holder Group may sell, transfer, exchange or convert any shares in or in connection with that transaction for (a) as to their shares of Class A common stock, an amount per share greater than, or a form of consideration different from that which, the other holders of Class A common stock would receive or may elect to receive, (b) as to their shares of Class B common stock, an amount per share greater than, or a form of consideration different from that which, the other holders of Class B common stock would receive or may elect to receive or (c) as to their shares of Class C common stock, an amount per share greater than, or a form of consideration different from that which, the other holders of Class C common stock would receive or may elect to receive.
Further, from and after the payment of the Stock Dividend, in the event the Company, with the approval of the Board, determines to repurchase shares of Class A common stock, the Company and the Board shall in good faith use their best efforts to contemporaneously repurchase at least an equal number of shares of Class C common stock on an aggregate basis.
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. 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 foregoing description of the Founder Alignment Agreement does not purport to be complete and is subject to, and is qualified in its entirety, by the full text of the Founder Alignment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
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. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 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.



Item 8.01 Other Events.
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit NumberExhibit Title or Description
10.1
Founder Alignment Agreement, dated October 20, 2026, by and between Mark Zuckerberg and Meta Platforms, Inc.
99.1
Press release dated October 21, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
META PLATFORMS, INC.
Date: October 21, 2026By:/s/ Katherine R. Kelly
Name: Katherine R. Kelly
Title: Vice President and Corporate Secretary




Meta Reports Third Quarter 2026 Results

Announces Establishment of New Class C Common Stock

MENLO PARK, Calif. – October 21, 2026 – Meta Platforms, Inc. (Nasdaq: META) today reported financial results for the quarter ended September 30, 2026.

"We hit major milestones this quarter toward delivering personal superintelligence for everyone - including launching Muse and Muse Wonder, our first frontier model," said Mark Zuckerberg, Meta founder and CEO. "Our investments are paying off, the core business is strong, and we're seeing velocity across the board."

Third Quarter 2026 Financial Highlights
Three Months Ended September 30, % Change
In millions, except percentages and per share amounts20262025
Revenue$64,601 $51,242 26 %
Costs and expenses51,613 30,707 68 %
Income from operations$12,988 $20,535 (37)%
Operating margin20 %40 %
Provision for income taxes$3,141 $18,954 (83)%
Effective tax rate24 %87 %
Net income$9,860 $2,709 264 %
Diluted earnings per share (EPS)$3.83 $1.05 265 %

Agreement with U.S. State Attorneys General

In August 2026, we announced an agreement with 52 attorneys general to resolve litigation related to teen mental health and social media, which provides for payments of up to approximately $18.59 billion. Third quarter 2026 costs and expenses includes a $9.89 billion charge related to this agreement. Excluding this charge, the third quarter 2026:

•Income from operations of $12.99 billion would have increased by $9.89 billion to $22.88 billion.
•Diluted EPS of $3.83 would have increased by $3.57 to $7.40.
•Effective tax rate of 24% would have decreased by 7 percentage points to 17%.

Third Quarter 2026 Operational and Other Financial Highlights

•Family daily active people (DAP) – DAP was 3.64 billion on average for September 2026, an increase of 3% year-over-year.
•Ad impressions – Ad impressions delivered across our Family of Apps increased by 10% year-over-year.
•Average price per ad – Average price per ad increased by 14% year-over-year.
•Revenue – Revenue was $64.60 billion, an increase of 26% year-over-year on both a reported and constant currency basis.
•Costs and expenses – Total costs and expenses were $51.61 billion, an increase of 68% year-over-year. This includes the litigation charge as discussed above.
•Capital expenditures – Capital expenditures, including principal payments on finance leases, were $34.91 billion.
•Capital return program – Dividend and dividend equivalent payments were $1.36 billion.
•Cash, cash equivalents, and marketable securities – Cash, cash equivalents, and marketable securities were $82.45 billion as of September 30, 2026.
•Cash flow – Cash flow from operating activities was $32.79 billion, and free cash flow was negative $2.12 billion.(1)
•Headcount – Headcount was 66,775 as of September 30, 2026, a decrease of 15% year-over-year.
____________________________________
(1) For more information on our free cash flow non-GAAP financial measure, see the sections entitled "Non-GAAP Financial Measures" and "Reconciliation of GAAP to Non-GAAP Results" in this press release.
1




CFO Outlook Commentary

We expect fourth quarter 2026 total revenue to be in the range of $73-76 billion. Our guidance assumes foreign currency is an approximately 1% headwind to year-over-year total revenue growth, based on current exchange rates.

We are raising our expense outlook to incorporate the $9.9 billion charge related to legal proceedings recognized in the third quarter. We now expect full year 2026 total expenses to be in the range of $175-179 billion.

Excluding the third quarter legal charge, we continue to expect 2026 operating income to be above 2025 operating income.

At a segment level, we now expect Reality Labs losses to decline compared to 2025 to a range of $18-19 billion.

We anticipate 2026 capital expenditures, including principal payments on finance leases, to be in the range of $135-145 billion, narrowed from our prior outlook of $130-145 billion.

Absent any changes to our tax landscape, we expect our fourth quarter 2026 tax rate to be between 15-17%.

Additionally, we continue to monitor active legal and regulatory matters that could significantly impact our business and financial results. For example, we continue to see scrutiny on youth-related issues in several markets and have a number of youth-related trials scheduled in the coming months in the U.S.

Looking beyond 2026, we are still developing our budget and capacity plans for next year, but we expect to continue investing aggressively to support both our core business and emerging AI initiatives. Our current capacity and what is scheduled to come online gives us the flexibility to allocate resources across model training, core business growth, and the development and support of new products.

Our AI investments are already delivering substantial incremental advertising revenue through stronger engagement, better recommendations, and more efficient monetization. Building on this progress, our MSL investments are creating the technology and infrastructure needed to unlock significant new revenue opportunities and strengthen capabilities across the business. While these investments will take longer to generate returns than those in our core business, the breadth of monetization opportunities and internal efficiencies gives us confidence in their long-term potential.

Looking ahead, although we are not providing a full-year 2027 revenue outlook, the benefits our AI investments are delivering to the core business, combined with emerging opportunities from model advances and product launches, position us to sustain strong overall revenue growth throughout 2027.

Separately, we remain focused on improving Reality Labs profitability and expect losses to narrow next year to around $15 billion as we reallocate investment toward other priority areas, primarily AI.


2




Establishment of New Class C Common Stock

The Board of Directors has approved the establishment of a new class of publicly listed, non-voting Class C common stock, with an effective date in January 2027.

The approval by Meta's Board follows the unanimous recommendation of a Special Committee of disinterested and independent directors, which was established by the Board to evaluate the company's capital structure. The Special Committee and the Board determined that creating this new class of stock is advisable, fair, and in the best interests of Meta and its shareholders for a number of reasons, including:

•Creating a New Class of Shares for Capital Raising, Employee Compensation, Potential Acquisitions, and Other General Corporate Purposes – The scale of investment required to compete, sustain growth, expand infrastructure, and pursue new strategic initiatives amidst the AI transformation taking place in the industry is significant. The Special Committee determined this new class of common stock will provide Meta the ability to finance its growth and help the company remain a leader among fierce competition both domestic and international.

•Continuing to Maximize Long-Term Value for All Shareholders – Since Meta's formation, its management team has prioritized long-term goals and value creation, and its stock price has increased by more than 1,700% since its IPO. By contrast, over the same period, the S&P 500 has increased approximately 495%. The Special Committee wants Meta to continue innovating with an emphasis on long-term growth, which the creation of the Class C stock is intended to help facilitate.

•Ensuring Founder and CEO Mark Zuckerberg Continues to Lead Meta into the Next Era – The Special Committee concluded that Mr. Zuckerberg is best suited to lead Meta into its next era and beyond. They recognized that Meta's track record of significant value creation for its shareholders is in large part due to his strong leadership, unique and creative vision, and exceptional management abilities. The creation of the Class C common stock will continue the founder-led model that has driven the company's success since its inception.

Meta intends to file an amended and restated certificate of incorporation in Delaware to establish the Class C common stock, with an effective date of January 19, 2027. The Board has also declared a one-time stock dividend of one share of Class C common stock for each outstanding share of Class A common stock and Class B common stock, contingent upon, and to be paid after, the effectiveness of the amended and restated certificate of incorporation.

The record date and payment date of the stock dividend will be determined by the Board at a later date. After the payment date of the stock dividend, we expect the market price for our Class A common stock to reflect the effect of a two-for-one stock split. The stock dividend will not change the voting power of any shareholder.

The amended and restated certificate of incorporation has been approved by shareholder written consent. We have also entered into a Founder Alignment Agreement with Mr. Zuckerberg, which has terms related to his sales of Class C common stock received in the stock dividend, his service at the company, and conditions for potential future stock dividends of Class C common stock.

Meta's Class A common stock will continue to trade on Nasdaq, and we intend to qualify the Class C common stock for listing on Nasdaq upon its issuance as a result of the stock dividend. More information will be available in our Report on Form 8-K and information statement to be filed with the Securities and Exchange Commission.

Moelis & Company LLC served as independent financial advisor to the Special Committee and Morgan Stanley & Co. LLC served as financial advisor to Meta.

3




Webcast and Conference Call Information

Meta will host a conference call to discuss its results at 1:30 p.m. PT / 4:30 p.m. ET today. The live webcast of the call can be accessed at the Meta Investor Relations website at investor.atmeta.com, along with the company's earnings press release, financial tables, and slide presentation.

Following the call, a replay will be available at the same website. Transcripts of conference calls with publishing equity research analysts held today will also be posted to the investor.atmeta.com website.

Disclosure Information

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.

About Meta

Meta is building the future of human connection, powered by artificial intelligence and immersive technologies. When Facebook launched in 2004, it changed the way people connect. Apps like Messenger, Instagram, and WhatsApp further empowered billions around the world. Now, Meta is moving toward building experiences that foster deeper connections and unlock new possibilities.

Contacts

Investors:
Rob Bevegni
investor@meta.com / investor.atmeta.com

Press:
Matt Tye
press@meta.com / meta.com/news
4




Forward-Looking Statements

This press release contains forward-looking statements regarding our future business plans and expectations. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: the impact of macroeconomic conditions on our business and financial results, including as a result of geopolitical events; our ability to retain or increase users and engagement levels; our reliance on advertising revenue; our dependency on data signals and mobile operating systems, networks, and standards that we do not control; changes to the content or application of third-party policies that impact our advertising practices; risks associated with new products and changes to existing products as well as other new business initiatives, including our artificial intelligence initiatives and Reality Labs efforts; our emphasis on community growth and engagement and the user experience over short-term financial results; maintaining and enhancing our brand and reputation; our ongoing privacy, safety, security, and content and advertising review and enforcement efforts; competition; risks associated with government actions that could restrict access to our products or impair our ability to sell advertising in certain countries; litigation and government inquiries; privacy, legislative, and regulatory concerns or developments; risks associated with acquisitions; security breaches; our ability to manage our scale and geographically-dispersed operations; and market conditions or other factors affecting capital return to stockholders. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q filed with the SEC on July 30, 2026, which is available on our Investor Relations website at investor.atmeta.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. In addition, please note that the date of this press release is October 21, 2026, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.

For a discussion of limitations in the measurement of certain of our community metrics, see the section entitled "Limitations of Key Metrics and Other Data" in our most recent quarterly or annual report filed with the SEC.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: revenue excluding foreign exchange effect, advertising revenue excluding foreign exchange effect, and free cash flow. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures.

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

Our non-GAAP financial measures are adjusted for the following items:

Foreign exchange effect on revenue. To calculate revenue on a constant currency basis, we translate current period revenue using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, which we believe is a useful metric that facilitates comparison to our historical performance.

Purchases of property and equipment; Principal payments on finance leases. We subtract both purchases of property and equipment, and principal payments on finance leases in our calculation of free cash flow because we believe that these two items collectively represent the amount of property and equipment we need to procure to support our business, regardless of whether we procure such property or equipment with a finance lease. We believe that this methodology can provide useful supplemental information to help investors better understand underlying trends in our business. Free cash flow is not intended to represent our residual cash flow available for discretionary expenditures.

For more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, see the "Reconciliation of GAAP to Non-GAAP Results" table in this press release.
5




META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenue$64,601 $51,242 $181,712 $141,073 
Costs and expenses:
Cost of revenue13,369 9,206 34,917 25,269 
Research and development20,054 15,144 59,409 40,237 
Marketing and sales3,333 2,845 9,672 8,581 
General and administrative (1)
14,857 3,512 23,079 8,455 
Total costs and expenses51,613 30,707 127,077 82,542 
Income from operations12,988 20,535 54,635 58,531 
Interest and other income (expense), net13 1,128 (1,126)2,047 
Income before income taxes13,001 21,663 53,509 60,578 
Provision for income taxes3,141 18,954 1,028 22,888 
Net income$9,860 $2,709 $52,481 $37,690 
Earnings per share:
Basic$3.86 $1.08 $20.64 $14.96 
Diluted$3.83 $1.05 $20.44 $14.62 
Weighted-average shares used to compute earnings per share:
Basic2,552 2,517 2,543 2,520 
Diluted2,573 2,572 2,568 2,578 
____________________________________
(1) The third quarter 2026 general and administrative expenses include a $9.89 billion charge related to the August 2026 agreement with U.S. State Attorneys General to resolve litigation related to teen mental health and social media.
6




META PLATFORMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
September 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$11,222 $35,873 
Marketable securities71,227 45,719 
Accounts receivable, net22,716 19,769 
Prepaid expenses and other current assets14,735 7,361 
Total current assets119,900 108,722 
Non-marketable equity investments32,624 27,524 
Property and equipment, net253,222 176,400 
Operating lease right-of-use assets26,576 20,404 
Goodwill23,421 24,534 
Other assets23,093 8,437 
Total assets$478,836 $366,021 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$19,097 $8,894 
Operating lease liabilities, current2,522 2,213 
Accrued expenses and other current liabilities41,392 30,729 
Total current liabilities63,011 41,836 
Operating lease liabilities, non-current28,651 22,940 
Long-term debt80,922 58,744 
Long-term income taxes20,521 21,005 
Other liabilities13,345 4,253 
Total liabilities206,450 148,778 
Commitments and contingencies
Stockholders' equity:
Common stock and additional paid-in capital108,244 95,793 
Accumulated other comprehensive income (loss)(1,200)271 
Retained earnings165,342 121,179 
Total stockholders' equity272,386 217,243 
Total liabilities and stockholders' equity$478,836 $366,021 



7




META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Cash flows from operating activities
Net income$9,860 $2,709 $52,481 $37,690 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization7,154 4,963 19,509 13,205 
Share-based compensation7,363 5,555 21,053 14,537 
Deferred income taxes2,117 19,868 3,685 17,704 
Unrealized (gain) and loss on equity investments18 (962)1,204 (642)
Other(329)17 (402)(359)
Changes in assets and liabilities:
Accounts receivable(999)(807)(3,272)660 
Prepaid expenses and other current assets(936)(1,033)(4,166)(348)
Other assets(2,437)33 (4,973)(209)
Accounts payable1,596 (63)1,242 (637)
Accrued expenses and other current liabilities1,940 455 7,602 (2,883)
Other liabilities7,439 (736)2,910 868 
Net cash provided by operating activities32,786 29,999 96,873 79,586 
Cash flows from investing activities
Purchases of property and equipment(33,942)(18,829)(83,055)(48,308)
Purchases of marketable securities(41,875)(2,840)(117,467)(22,349)
Sales and maturities of marketable securities44,802 4,704 88,837 23,761 
Payments for non-marketable equity investments(874)(3,046)(2,544)(18,260)
Payments for held-for-sale assets(938)(1,022)(1,612)(1,797)
Proceeds from data center venture distribution1,037 — 1,037 — 
Acquisitions of businesses and intangible assets(111)(753)(584)(815)
Other investing activities923 (62)1,079 (48)
Net cash used in investing activities(30,978)(21,848)(114,309)(67,816)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards(4,064)(5,135)(12,768)(14,128)
Repurchases of Class A common stock— (3,327)— (26,248)
Payments for dividends and dividend equivalents(1,361)(1,330)(4,060)(3,986)
Proceeds from issuance of long-term debt, net— — 24,910 — 
Principal payments on finance leases(964)(545)(2,769)(1,770)
Other financing activities(344)290 (2,631)613 
Net cash provided by (used in) financing activities(6,733)(10,047)2,682 (45,519)
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents8 9 8 252 
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents(4,917)(1,887)(14,746)(33,497)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of the period29,271 13,828 39,100 45,438 
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of the period$24,354 $11,941 $24,354 $11,941 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents$11,222 $10,187 $11,222 $10,187 
Restricted cash and restricted cash equivalents, included in prepaid expenses and other current assets597 142 597 142 
Restricted cash and restricted cash equivalents, included in other assets12,535 1,612 12,535 1,612 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$24,354 $11,941 $24,354 $11,941 
Supplemental cash flow data
Cash paid for income taxes, net$927 $749 $2,926 $6,293 
8




Segment Results

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.

The following table sets forth our segment information of revenue and income (loss) from operations:

Segment Information
(In millions)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenue:
Advertising$63,061 $50,082 $177,449 $138,037 
Other revenue1,097 690 2,987 1,784 
Family of Apps64,158 50,772 180,436 139,821 
Reality Labs443 470 1,276 1,252 
Total revenue$64,601 $51,242 $181,712 $141,073 
Income (loss) from operations:
Family of Apps$17,117 $24,967 $67,410 $71,702 
Reality Labs(4,129)(4,432)(12,775)(13,171)
Total income from operations$12,988 $20,535 $54,635 $58,531 
9




Reconciliation of GAAP to Non-GAAP Results
(In millions, except percentages)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
GAAP revenue$64,601 $51,242 $181,712 $141,073 
Foreign exchange effect on 2026 revenue using 2025 rates113 (2,320)
Revenue excluding foreign exchange effect$64,714 $179,392 
GAAP revenue year-over-year change %26 %29 %
Revenue excluding foreign exchange effect year-over-year change %26 %27 %
GAAP advertising revenue$63,061 $50,082 $177,449 $138,037 
Foreign exchange effect on 2026 advertising revenue using 2025 rates96 (2,342)
Advertising revenue excluding foreign exchange effect$63,157 $175,107 
GAAP advertising revenue year-over-year change %26 %29 %
Advertising revenue excluding foreign exchange effect year-over-year change %26 %27 %
Net cash provided by operating activities$32,786 $29,999 $96,873 $79,586 
Purchases of property and equipment(33,942)(18,829)(83,055)(48,308)
Principal payments on finance leases(964)(545)(2,769)(1,770)
Free cash flow$(2,120)$10,625 $11,049 $29,508 
10

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