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 Platforms, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| | | | |
| Delaware | | 001-35551 | | 20-1665019 |
| | | | |
(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 class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.000006 par value | | META | | The 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 Number | | Exhibit 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 |
| 104 | | Cover 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, 2026 | By: | /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 amounts | 2026 | | 2025 | | | | | | |
| Revenue | $ | 64,601 | | | $ | 51,242 | | | 26 | % | | | | | | |
| Costs and expenses | 51,613 | | | 30,707 | | | 68 | % | | | | | | |
| Income from operations | $ | 12,988 | | | $ | 20,535 | | | (37) | % | | | | | | |
| Operating margin | 20 | % | | 40 | % | | | | | | | | |
| Provision for income taxes | $ | 3,141 | | | $ | 18,954 | | | (83) | % | | | | | | |
| Effective tax rate | 24 | % | | 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.
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.
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.
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
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.
| | | | | | | | | | | | | | | | | | | | | | | |
| 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, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Revenue | $ | 64,601 | | | $ | 51,242 | | | $ | 181,712 | | | $ | 141,073 | |
| Costs and expenses: | | | | | | | |
| Cost of revenue | 13,369 | | | 9,206 | | | 34,917 | | | 25,269 | |
| Research and development | 20,054 | | | 15,144 | | | 59,409 | | | 40,237 | |
| Marketing and sales | 3,333 | | | 2,845 | | | 9,672 | | | 8,581 | |
General and administrative (1) | 14,857 | | | 3,512 | | | 23,079 | | | 8,455 | |
| Total costs and expenses | 51,613 | | | 30,707 | | | 127,077 | | | 82,542 | |
| Income from operations | 12,988 | | | 20,535 | | | 54,635 | | | 58,531 | |
| Interest and other income (expense), net | 13 | | | 1,128 | | | (1,126) | | | 2,047 | |
| Income before income taxes | 13,001 | | | 21,663 | | | 53,509 | | | 60,578 | |
| Provision for income taxes | 3,141 | | | 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: | | | | | | | |
| Basic | 2,552 | | | 2,517 | | | 2,543 | | | 2,520 | |
| Diluted | 2,573 | | | 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.
| | | | | | | | | | | |
| META PLATFORMS, INC. |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (In millions) |
| (Unaudited) |
| September 30, 2026 | | December 31, 2025 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 11,222 | | | $ | 35,873 | |
| Marketable securities | 71,227 | | | 45,719 | |
| Accounts receivable, net | 22,716 | | | 19,769 | |
| Prepaid expenses and other current assets | 14,735 | | | 7,361 | |
| Total current assets | 119,900 | | | 108,722 | |
| Non-marketable equity investments | 32,624 | | | 27,524 | |
| Property and equipment, net | 253,222 | | | 176,400 | |
| Operating lease right-of-use assets | 26,576 | | | 20,404 | |
| Goodwill | 23,421 | | | 24,534 | |
| Other assets | 23,093 | | | 8,437 | |
| Total assets | $ | 478,836 | | | $ | 366,021 | |
| | | |
| Liabilities and stockholders' equity | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 19,097 | | | $ | 8,894 | |
| Operating lease liabilities, current | 2,522 | | | 2,213 | |
| Accrued expenses and other current liabilities | 41,392 | | | 30,729 | |
| Total current liabilities | 63,011 | | | 41,836 | |
| Operating lease liabilities, non-current | 28,651 | | | 22,940 | |
| Long-term debt | 80,922 | | | 58,744 | |
| Long-term income taxes | 20,521 | | | 21,005 | |
| Other liabilities | 13,345 | | | 4,253 | |
| Total liabilities | 206,450 | | | 148,778 | |
| Commitments and contingencies | | | |
| Stockholders' equity: | | | |
| Common stock and additional paid-in capital | 108,244 | | | 95,793 | |
| Accumulated other comprehensive income (loss) | (1,200) | | | 271 | |
| Retained earnings | 165,342 | | | 121,179 | |
| Total stockholders' equity | 272,386 | | | 217,243 | |
| Total liabilities and stockholders' equity | $ | 478,836 | | | $ | 366,021 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| META PLATFORMS, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In millions) |
| (Unaudited) |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| 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 amortization | 7,154 | | | 4,963 | | | 19,509 | | | 13,205 | |
| Share-based compensation | 7,363 | | | 5,555 | | | 21,053 | | | 14,537 | |
| Deferred income taxes | 2,117 | | | 19,868 | | | 3,685 | | | 17,704 | |
| Unrealized (gain) and loss on equity investments | 18 | | | (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 payable | 1,596 | | | (63) | | | 1,242 | | | (637) | |
| Accrued expenses and other current liabilities | 1,940 | | | 455 | | | 7,602 | | | (2,883) | |
| Other liabilities | 7,439 | | | (736) | | | 2,910 | | | 868 | |
| Net cash provided by operating activities | 32,786 | | | 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 securities | 44,802 | | | 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 distribution | 1,037 | | | — | | | 1,037 | | | — | |
| Acquisitions of businesses and intangible assets | (111) | | | (753) | | | (584) | | | (815) | |
| | | | | | | |
| Other investing activities | 923 | | | (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 equivalents | 8 | | | 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 period | 29,271 | | | 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 assets | 597 | | | 142 | | | 597 | | | 142 | |
| Restricted cash and restricted cash equivalents, included in other assets | 12,535 | | | 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 | |
| | | | | | | |
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, |
| 2026 | | 2025 | | 2026 | | 2025 | | |
| Revenue: | | | | | | | | | |
| Advertising | $ | 63,061 | | | $ | 50,082 | | | $ | 177,449 | | | $ | 138,037 | | | |
| Other revenue | 1,097 | | | 690 | | | 2,987 | | | 1,784 | | | |
| Family of Apps | 64,158 | | | 50,772 | | | 180,436 | | | 139,821 | | | |
| Reality Labs | 443 | | | 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 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Reconciliation of GAAP to Non-GAAP Results |
| (In millions, except percentages) |
| (Unaudited) |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| GAAP revenue | $ | 64,601 | | | $ | 51,242 | | | $ | 181,712 | | | $ | 141,073 | |
| Foreign exchange effect on 2026 revenue using 2025 rates | 113 | | | | | (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 rates | 96 | | | | | (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 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |