Meta Platforms (META) 10-K risk factor changes: FY2025 vs FY2024

- complex and evolving U.S. and foreign privacy, data use, data combination, data protection, content and content moderation, competition, youth, safety, consumer protection, advertising, and other laws and regulations, including the General Data Protection Regulation (GDPR), Digital Markets Act (DMA), Digital Services Act (DSA), [added: UK Online Safety Act (OSA),] Artificial Intelligence Act (EU AI Act), and the UK Digital Markets, Competition and Consumer Act (DMCC);

[removed: In addition,] [added: For example,] in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and these services were then prohibited by the Russian government, which contributed to slight decreases in the size of our active user base following the onset of the war.

- there is decreased engagement with our products, decreased efficiency of our advertising products, or failure to accept our terms of service, as part of changes that we have implemented or may implement in the future, whether voluntarily, in connection with the GDPR, the European Union's ePrivacy Directive, the DMA, the DSA, the DMCC, U.S. state privacy [removed: laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA),] [added: laws,] youth social media laws, or other laws, regulations, or regulatory actions, or otherwise;

- initiatives designed to attract and retain users and engagement, including the use of evolving technologies such as [removed: generative] artificial intelligence, are unsuccessful or discontinued, whether as a result of actions by us, our competitors, or other third parties, or otherwise;

- there is decreased engagement with our products as a result of taxes imposed on the use of social media or other mobile applications in certain countries, internet shutdowns, or other actions by governments that affect the accessibility of our products in their countries (for example, beginning in [removed: the first quarter of] 2022, our user growth and engagement were adversely affected by the war in Ukraine and service restrictions imposed by the Russian government);

- the effectiveness of our ad targeting or degree to which users consent to, opt out of, or reduce the use of data for ads, including as a result of product changes and controls that we have implemented or may implement in the future in connection with the GDPR, ePrivacy Directive, DMA, DMCC, U.S. state privacy [removed: laws including the CCPA,] [added: laws,] and other laws, regulations, regulatory actions, or litigation, or otherwise, that impact our ability to use data for advertising purposes (for example, in response to regulatory developments in Europe, we began offering our users a "subscription for no ads" alternative in the European Union, European Economic Area, and Switzerland, and subsequently in November 2024 provided users in those regions who elect to continue receiving our services free-of-charge, supported by ads, an option to see less personalized ads);

- the impact of macroeconomic and geopolitical conditions, whether in the advertising industry in general, or among specific types of marketers or within particular geographies, which in turn can have broader effects in other regions (for example, the war in Ukraine and service restrictions imposed by the Russian government have adversely affected our advertising business in Europe and other regions, and advertiser spending also [removed: can be] [added: is] subject to adverse effects from conflicts in the Middle East [removed: or] [added: and] the implementation of tariffs [added: or other existing or future trade policies] by the United States, China, [removed: or] [added: and] other governments).

For example, legislative and regulatory developments, such as the GDPR, ePrivacy Directive, DMA, and U.S. state privacy laws, [removed: including the CCPA,] have impacted, and we expect will continue to impact, our ability to use such signals in our ad products.

In particular, we have seen increases in the number of users opting to control certain types of ad targeting in Europe following product changes implemented in connection with our GDPR and ePrivacy Directive compliance, and we have introduced product changes that limit data signal use for [removed: certain] users in [removed: California] [added: certain U.S. states] following adoption of [removed: the CCPA.][added: state privacy laws.]

[removed: Other] [added: A number of] U.S. state privacy [removed: laws, such as the Texas Data Privacy and Security Act, the Colorado Privacy Act, and the Oregon Consumer Privacy Act, are introducing] [added: laws have introduced] additional rights for users and could result in restrictions on our use of signals from third-party apps and websites through certain browser- and device-based universal opt-out mechanisms.

In response to these developments, in November 2024, we began offering users in the European Union, European Economic Area, and Switzerland who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized [removed: ads,] [added: ads (LPA),] which are [removed: expected to be] less relevant and effective than our premium ad offerings.

In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced [removed: future] plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising.

We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating [removed: systems and mobile browsers.]

Changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application of their terms of service or policies (which they have made in the past and continue to seek to implement) that degrade our products' functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to [added: competitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the distribution of our products or our delivery of ads have adversely affected, and could in the future adversely affect, the usage of our products and monetization on mobile devices.]

For example, we have relatively limited experience with consumer hardware products and [removed: virtual, augmented,] [added: virtual] and [removed: mixed] [added: augmented] reality technology, which may adversely affect our ability to successfully develop and market these evolving products and technologies.

For example, we continue to launch new AI features on our products, including support for new modalities, conversational AIs, [removed: stickers and] [added: AI profiles, stickers,] photos, [added: videos,] and editing tools.

[removed: Our] [added: In addition, our] efforts to implement default end-to-end encryption [removed: across our messaging services on Facebook and Instagram] have been subject to governmental and regulatory scrutiny in multiple jurisdictions.

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

For example, our AI-related efforts, particularly those related to generative [removed: AI,] [added: AI and superintelligence,] subject us to risks related to harmful or illegal content, accuracy, misinformation and deepfakes (including related to elections), bias, discrimination, toxicity, consumer protection, [added: products liability,] intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others.

In addition, we are subject to the risks of new or enhanced governmental or regulatory [removed: scrutiny,] [added: scrutiny and enforcement,] litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, activities that threaten people's safety or well-being on- or offline, [added: including with respect to younger users,] or other [added: societal harms or] complications that could adversely affect our business, reputation, or financial results.

As a result of the complexity and rapid development of AI, it is also the subject of evolving review [added: and investigation] by various governmental and regulatory agencies in jurisdictions around the world, which are applying, or are considering applying, platform moderation, intellectual property, [added: products liability,] cybersecurity, export controls, [added: consumer protection,] and data protection laws to AI and/or are considering general legal frameworks on AI (such as the [removed: recently passed] EU AI Act).

Further, we face significant competition from other companies that are developing their own AI features and [removed: technologies.][added: technologies, including competition from AI features and technologies that may be similar or superior to our technologies or more cost-effective to develop and deploy, or that otherwise achieve more timely or successful market acceptance.]

Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party [removed: equipment] [added: equipment, technology,] and other technical and physical infrastructure, such as processing hardware, network capacity, [added: models,] computing power, and related energy requirements, as to which we cannot control the availability or pricing, especially in a highly competitive environment.

As such, we cannot guarantee that third parties will not use such AI technologies for improper purposes, including through the dissemination of illegal, inaccurate, defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or discrimination, cybersecurity attacks including spear phishing attacks, data privacy violations, other [added: societal harms, including] activities that threaten people's safety or well-being on- or offline, or to develop competing technologies.

It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations or other regulatory developments regarding the use of AI, including restrictions around the collection and use of [removed: data, may adversely affect our ability to develop and use AI or subject us to legal liability.]

[added: Similarly,] from time to time we update our Feed display and ranking algorithms or other product features to improve the user experience, and these changes have had, and may in the future have, the effect of reducing time spent and some measures of user engagement with our products, which could adversely affect our financial results.

In addition, we have relatively limited experience with consumer hardware products and [removed: virtual, augmented,] [added: virtual] and [removed: mixed] [added: augmented] reality technology, which may enable other companies to compete more effectively than us.

We expect to continue to make significant investments in [removed: virtual, augmented,] [added: virtual] and [removed: mixed] [added: augmented] reality and other technologies to support these efforts, and our ability to support these efforts is dependent on generating sufficient profits from other areas of our business.

In addition, as our Reality Labs efforts evolve, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, AI, competition, content regulation, [added: medical devices,] tariffs, export controls, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business.

We will also continue to experience media, legislative, or regulatory scrutiny of our actions or decisions regarding user privacy, data use, encryption, content, product design, algorithms, advertising, competition, generative AI, [added: superintelligence,] younger users, and other issues, including actions or decisions in connection with elections or geopolitical events, which has adversely affected, and [added: may in the future adversely affect, our reputation and brands.]

Our brands may also be negatively affected by the actions of users that are deemed to be hostile or inappropriate to other users, by the actions of users acting under false or inauthentic identities, by the use of our products or services to disseminate information that is deemed to be misleading (or intended to manipulate opinions), by perceived or actual efforts by governments to obtain access to user information for security-related purposes or to censor certain content on our platform, by the use of our products or services for illicit or objectionable ends, including, for example, any such actions around geopolitical events or elections in the United States and around the world, by decisions or recommendations regarding content on our platform from the independent Oversight Board, by research or media reports concerning the perceived or actual impacts of our products or services on user well-being, by our decisions regarding whether to [removed: remove] [added: enforce against] content or suspend [added: or disable] participation on our platform by persons who violate our community standards or terms of service, or by any negative sentiment associated with our management.

Certain of our actions, such as the foregoing matter regarding developer misuse of data and concerns around our handling of political [removed: speech and advertising,] [added: speech,] hate speech, and other content, [added: advertising, and deceptive activity on our platform,] as well as user well-being issues, have eroded confidence in our brands and may continue to do so in the future.

We may not be able to continue to successfully maintain or grow [added: engaging third-party content on our platform or] usage of and engagement with applications that integrate with our products.

We have made and are continuing to make investments to enable [added: creators to contribute engaging third-party content to our platform and] developers to build, grow, and monetize applications that integrate with our products.

[removed: Such] [added: In addition,] existing and prospective developers may not be successful in building, growing, or monetizing applications that create and maintain user engagement.

[removed: Additionally, developers] [added: Developers] may [added: also] choose to build on other platforms, including platforms controlled by third parties, rather than building products that integrate with our products.

[removed: For] example, from time to time, we have taken actions to reduce the volume of communications from these developers to users on our products with the objective of enhancing the user experience, and such actions have reduced distribution from, user engagement with, and our monetization opportunities from, applications integrated with our products.

If we are not successful in our efforts to maintain or grow [added: engaging third-party content on our platform or] the number of developers that choose to build products that integrate with our [removed: products] [added: products,] or if we are unable to continue to build and maintain good relations with such developers, our user growth and user engagement and our financial results may be adversely affected.

We face significant competition in every aspect of our business, including, but not limited to, companies that facilitate the ability of users to create, share, communicate, and discover content [added: and information online or enable marketers to reach their existing or prospective audiences.]

We also compete with companies [removed: that develop] [added: in the development] and [removed: deliver] [added: application of AI, particularly with respect to the development of frontier AI models, as well as the development and delivery of] consumer hardware and [removed: augmented, mixed,] [added: augmented] and virtual reality products and services.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements.

We made significant modifications to LPA since the European Commission issued its final decision.

We have appealed the European Commission's decision but further modifications to our model may be imposed during the appeal process, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue.

systems and mobile browsers.

For example, we have been the subject of media and government scrutiny relating to AI and AI chatbots, including inquiries and investigations by the FTC, members of Congress and state attorneys general.

Our AI initiatives also depend on our access to data to effectively train our models, which is subject to risks related to the availability or costs of data, regulatory or other legal developments, or other factors, as well as our ability to attract and retain specialized personnel in a limited and competitive talent market.

data, may adversely affect our ability to develop and use AI or subject us to legal liability.

In addition, AI may not develop in accordance with our expectations, and market acceptance of features, products, or services we build is uncertain.

We regularly evaluate our product roadmaps and make significant changes as our understanding of the technological challenges and market landscape of AI, as well as our product ideas and designs, continue to evolve.

As a result of these or other factors, our AI strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results.

From time to time we make product changes and offer tools to promote creative content on our platform, but we may not be successful in obtaining or attracting engaging third-party content.

For

We have also been, and expect to continue to be, subject to media coverage in connection with litigation matters.

For example, several bellwether trials in our youth-related litigation matters are scheduled for 2026 and beyond.

We have made significant investments in AI initiatives, including investments in infrastructure and headcount, including specialized technical personnel, to support our efforts to enhance our products, features, and advertising tools, as well as to develop and train our AI models, and expect to continue to increase these investments.

Our ability to support these investments is dependent on generating sufficient profits from other areas of our business.

From time to time we may also seek to raise additional capital through debt, equity, or other financing arrangements to support our business operations, strategic initiatives, or other corporate purposes.

Such financings may not be available on favorable terms or at all.

The incurrence of additional debt also results in increased fixed obligations and interest expense, while the issuance of additional equity securities results in dilution to our stockholders.

If we are unable to obtain adequate financing when needed, our ability to finance our business operations and initiatives could be adversely affected.

that could be harmful to our business.

Further, much of our technical infrastructure is located

Any loss of access to data signals we use in our process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party

In the fourth quarter of 2025, we made certain updates to the methodology we use for this estimation, including to incorporate updated data signals as a result of improvements in our ability to identify activity we believe to be violating our policies, as well as to focus on the most recent account activity when determining whether to include a person in our violating accounts estimation.

We believe the increase compared to our prior estimation was a result of the methodology update described above.

management processes and systems, manage our headcount and facilities, and effectively train and manage our personnel.

pandemics.

We have seen an increase in litigation and threatened claims related to the provision of our services to younger users, and expect to face similar litigation in the future, including as global youth-related regulation continues to evolve.

Certain jurisdictions have applied novel or aggressive interpretations of their laws in an effort to raise additional tax revenue from companies such as Meta, and we may experience similar developments in the future.

In the absence of active OECD discussions, countries may continue imposing unilateral tax measures, such as digital services taxes, outside existing treaty frameworks.

These measures may proliferate in the absence of bilateral or multilateral agreement.

In addition, ongoing volatility due to international trade may prompt foreign governments to expand regulatory authority or adopt new measures, increasing compliance risks, taxes, and operational complexities.

Following the enactment of OBBBA, excess tax benefits from share-based compensation may not be realizable as a result of the Corporate Alternative Minimum Tax (CAMT).

In future periods, the tax effects of share-based compensation are dependent on our stock price, which we do not control, the CAMT system, and future changes in tax laws.

As our company continues to evolve, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements may not be as effective as in the past.

For example, the bases upon which we have relied for data transfers from the European Union to the United States have been subjected to regulatory and judicial scrutiny.

We have also implemented steps to comply with the above corrective orders and are pending the IDPC's confirmation that these address the corrective orders.

In response to these developments, in November 2024, we began offering users in the European Union, European Economic Area, and Switzerland who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized ads (LPA), which are less relevant and effective than our premium ad offerings.

In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements.

We made significant modifications to LPA since the European Commission issued its final decision.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

For example, the COVID-19 pandemic led to increases and decreases in the size and engagement of our active user base from period to period at different points during the pandemic.

competitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the distribution of our products or our delivery of ads have adversely affected, and could in the future adversely affect, the usage of our products and monetization on mobile devices.

Other companies may develop AI features and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy.

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

Similarly,

Our Reality Labs efforts include our metaverse and wearables initiatives.

may in the future adversely affect, our reputation and brands.

and information online or enable marketers to reach their existing or prospective audiences.

term expenses.

We have

significantly from our estimates, potentially beyond our estimated error margins.

Where marketers, developers, or investors do not perceive our metrics or estimates to be accurate, or where we discover material

content moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight;

no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.

There are ongoing OECD negotiations that contemplate an alternative to these proposals, which may proliferate in the absence of multilateral agreement.

For example, in 2024, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $3.22 billion and our effective income tax rate by five percentage points as compared to the tax rate without such benefits.

These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.

For example, in 2016, the European Union and United States agreed to a transfer framework for data transferred from the European Union to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (CJEU).

In addition, the other bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny.

On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a “qualifying state” under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States.

The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the “Data Privacy Framework List,” maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF.

The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we have implemented steps to comply with the above corrective orders following engagement with the IDPC.

number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations.

companies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design.

investigations, or administrative orders seeking to restrict the ways in which we collect and use information, or impose sanctions, and other authorities may do the same.

Additionally, Brazil has an intermediary liability framework limiting liability for third-party content, which has been challenged as unconstitutional and is under review by the Brazilian Supreme Court.

For example, the CFPB issued its anticipated Larger Participant Rule, effective January 2025, allowing the CFPB to conduct supervisory activities over general-use digital consumer payment applications.

The Rule, which is under legal challenge by a trade association, could subject certain of our payments products to this authority.

We have received certain

We may also be subject to increased risk as a result of changes to our content policies and enforcement efforts which we began to implement in January 2025 to further free expression on our platform and mitigate over-enforcement of certain of our content policies.

Errors, bugs, vulnerabilities, design defects, or technical limitations within

to change or cease some or all of our operations.

Revenue on a constant currency basis is presented in the section entitled "*—*Revenue*—*Foreign Exchange Impact on Revenue." To calculate revenue on a constant currency basis, we translated revenue for the full year [removed: 2024] [added: 2025] using [removed: 2023] [added: 2024] monthly exchange rates for our settlement or billing currencies other than the U.S. dollar.

Executive Overview of Full Year [removed: 2024] [added: 2025] Results

Our financial results and key Family metrics for [removed: 2024] [added: 2025] are set forth below.

Total revenue for [removed: 2024] [added: 2025] was [removed: $164.50] [added: $200.97] billion, an increase of 22% compared to [removed: 2023,] [added: 2024,] due to an increase in advertising revenue.

Ad impressions delivered across our Family of Apps in [removed: 2024] [added: 2025] increased [removed: 11%] [added: 12%] year-over-year, and our average price per ad increased [removed: 10%] [added: 9%] year-over-year.

Income from operations for [removed: 2024] [added: 2025] was [removed: $69.38] [added: $83.28] billion, an increase of [removed: $22.63] [added: $13.90] billion, or [removed: 48%,] [added: 20%,] compared to [removed: 2023,] [added: 2024,] driven by an increase in advertising revenue, partially offset by an increase in costs and expenses.

The increase in costs and expenses was mainly due to increases in [removed: operational expenses related to our data centers and technical infrastructure and] employee [removed: compensation, partially offset by lower restructuring] [added: compensation] and [removed: legal-related] [added: infrastructure] costs.

RL includes our [removed: virtual, augmented,] [added: virtual] and [removed: mixed] [added: augmented] reality related consumer hardware, software, and content.

| | | | [removed: 2024 | | | | | | 2023 | | | | | | % change] [added: 2025] | | | | | | 2024 | | | | | | 2023 | | | | | | [removed: %] [added: 2025 vs 2024 %] change | | | | | | [removed: 2024 | | | | | | 2023 | | | | | | %] [added: 2024 vs 2023 %] change | | | [removed: | | | | | | | | | | | | | | | | | |]

| *Operating margin* | | | [removed: *54*] [added: *52*] | | *%* | | | | [removed: *47*] [added: *54*] | | *%* | | | | | | | | | | [removed: *(826)*] [added: *(870)*] | | *%* | | | | [removed: *(850)*] [added: *(826)*] | | *%* | | | | | | | | | | [removed: *42*] [added: *41*] | | *%* | | | | [removed: *35*] [added: *42*] | | *%* | | | | | | | | | | | | | | | | | | | | | | | | |

- Net income was [removed: $62.36] [added: $60.46] billion, with diluted earnings per share (EPS) of [removed: $23.86] [added: $23.49] for the year ended December 31, [removed: 2024.][added: 2025.]

*•*Capital expenditures, including principal payments on finance leases, were [removed: $39.23] [added: $72.22] billion for the year ended December 31, [removed: 2024.][added: 2025.]

- Share repurchases of our Class A common stock were [removed: $29.75] [added: $26.26] billion and total dividend and dividend equivalent payments were [removed: $5.07] [added: $5.32] billion for the year ended December 31, [removed: 2024.][added: 2025.]

- Cash, cash equivalents, and marketable securities were [removed: $77.81] [added: $81.59] billion as of December 31, [removed: 2024.][added: 2025.]

- Long-term debt was [removed: $28.83] [added: $58.74] billion as of December 31, [removed: 2024.][added: 2025.]

- Effective tax rate was [removed: 12%] [added: 30%] for the year ended December 31, [removed: 2024.][added: 2025.]

- Headcount was [removed: 74,067] [added: 78,865] as of December 31, [removed: 2024,] [added: 2025,] an increase of [removed: 10%] [added: 6%] year-over-year.

Total dividends and dividend equivalents paid were [removed: $4.38] [added: $5.32] billion [removed: and $691 million] for [removed: Class A and Class B common stock, during] the year ended December 31, [removed: 2024, respectively.][added: 2025.]

- Family daily active people (DAP) was [removed: 3.35] [added: 3.58] billion on average for December [removed: 2024,] [added: 2025,] an increase of [removed: 5%] [added: 7%] year-over-year.

- Ad impressions delivered across our Family of Apps increased by [removed: 11%] [added: 12%] year-over-year in [removed: 2024.][added: 2025.]

- Average price per ad increased by [removed: 10%] [added: 9%] year-over-year in [removed: 2024.][added: 2025.]

In particular, legislative and regulatory developments such as the General Data Protection Regulation, including its evolving interpretation through decisions of the Court of Justice of the European Union, ePrivacy Directive, European Digital Services Act, Digital Markets Act, and U.S. state privacy laws [removed: including the California Consumer Privacy Act, as amended by the California Privacy Rights Act,] have impacted our ability to use data signals in our ad products, and an increasing [added: number of laws have been introduced limiting or prohibiting the provision of our services to younger users.]

For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the European Union, European Economic Area, and [removed: Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative.]

We subsequently began offering users in the region who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized ads, which are [removed: expected to be] less relevant and effective than our premium ad offerings.

In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced [removed: future] plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising.

In particular, we believe advertising budgets have been pressured from time to time by factors such as inflation, [added: economic policies and international trade,] high interest rates, and related market uncertainty, which has led to reduced marketer spending.

[removed: While we saw improvement in business and macroeconomic conditions in recent periods, continued] [added: We are currently subject to increased] business, macroeconomic, and geopolitical [removed: uncertainty remains,] [added: uncertainty, including as a result of volatility around international trade,] which could impact our financial results in future periods.

These trends [added: have] adversely affected [added: our] advertising revenue [removed: in 2024,] and we expect will continue to [added: adversely] affect our advertising revenue in the foreseeable future.

In [removed: 2024, 79%] [added: 2025, 82%] of our total costs and expenses were recognized in FoA and [removed: 21%] [added: 18%] were recognized in RL.

These efforts include significant investments in AI initiatives, including [removed: to] [added: generative AI and superintelligence, to, among other things,] recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing [removed: products using generative AI.][added: products.]

In particular, we expect our AI initiatives will require [added: significantly] increased investment in [removed: infrastructure and headcount.][added: infrastructure.]

We are also making significant investments in our [removed: metaverse and wearables] [added: RL] efforts, including developing [removed: virtual, augmented,] [added: virtual] and [removed: mixed] [added: augmented] reality devices, software for social platforms, neural interfaces, and other foundational technologies.

In [removed: 2024,] [added: 2025,] our RL segment reduced our overall operating profit by approximately [removed: $17.73] [added: $19.19] billion, and we [removed: continue to] expect our [added: 2026] RL operating losses to [removed: increase in] [added: remain similar to] 2025.

We are investing now because we believe this [removed: is] [added: will become] the next [removed: chapter of the internet] [added: computing platform] and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.

Our revenue in regions such as United States & Canada and Europe is relatively higher primarily due to the size and maturity of those online and mobile advertising markets, and ad impression growth is primarily in geographies that monetize at lower rates, such as [removed: Asia-Pacific and Rest of World.][added: Asia-Pacific.]

In [removed: 2024,] [added: 2025,] revenue increased by [removed: 18%] [added: 21%] in United States & Canada, [removed: 26%] [added: 24%] in Europe, [removed: 22%] [added: 20%] in Asia-Pacific, and [removed: 31%] [added: 27%] in Rest of World, in each case relative to [removed: 2023.][added: 2024.]

[removed: ][added: ]

[removed: \-][added: \-]

[removed:  ][added:  ]

| | | | | | | | | | | | | | | | | | | | | | ] [added: symbol.jpg](https://www.sec.gov/Archives/edgar/data/1326801/000162828026003942/meta-20251231_g8.jpg)] | | | Ad Revenue | | | | | | ] [added: symbol.jpg](https://www.sec.gov/Archives/edgar/data/1326801/000162828026003942/meta-20251231_g9.jpg)] | | | Non-Ad Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | % change | | | | | | 2025 | | | | | | 2024 | | | | | | % change | | | | | | 2025 | | | | | | 2024 | | | | | | % change | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 198,759 | | | | | $ | 162,355 | | | | | *22%* | | | | | | $ | 2,207 | | | | | $ | 2,146 | | | | | *3%* | | | | | | $ | 200,966 | | | | | $ | 164,501 | | | | | *22%* | | | | | | | | | | | | | | | | | | | | |

| Costs and expenses | | | 96,290 | | | | | | 75,246 | | | | | | *28%* | | | | | | 21,400 | | | | | | 19,875 | | | | | | *8%* | | | | | | 117,690 | | | | | | 95,121 | | | | | | *24%* | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from operations | | | $ | 102,469 | | | | | $ | 87,109 | | | | | *18%* | | | | | | $ | (19,193) | | | | | $ | (17,729) | | | | | *(8)%* | | | | | | $ | 83,276 | | | | | $ | 69,380 | | | | | *20%* | | | | | | | | | | | | | | | | | | | | |

This includes the effects of the implementation of the One Big Beautiful Bill Act during the third quarter of 2025.

Absent the valuation allowance charge as of the enactment date, our 2025 effective tax rate would have decreased by 17 percentage points to 13%.

Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative.

We remain focused on operating efficiently while investing in significant opportunities.

As a result of certain U.S. income tax provisions of the One Big Beautiful Bill Act enacted in July 2025, we expect to incur Corporate Alternative Minimum Tax (CAMT) beginning in 2025.

In assessing the realizability of our deferred tax assets and determining the need for a valuation allowance, our accounting policy incorporates the expected impact of future years' CAMT.

Valuation of Non-marketable Equity Investments

For equity method investments, an impairment loss is recognized when the impairment is considered other-than-temporary.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The increase was mostly driven by paid messaging from WhatsApp and Meta Verified subscriptions.

RL revenue in 2025 increased $61 million, or 3%, compared to 2024.

The increase was driven by an increase in sales of AI glasses, partially offset by a decrease in Meta Quest sales.

Cost of revenue in 2025 increased $6.01 billion, or 20%, compared to 2024.

To a lesser extent, higher costs associated with partner arrangements also contributed to the increase.

See Note 1 — Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding changes in the estimated useful life of our servers and network assets.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

The increase was mainly due to higher professional services related to our ongoing platform integrity efforts.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

General and administrative expenses in 2025 increased $2.41 billion, or 25%, compared to 2024.

The increase was mainly due to higher legal-related costs, which included lapping of a $1.55 billion decrease in accrued losses for certain legal proceedings that benefited the prior year.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

Interest and other income, net in 2025 increased $1.37 billion, or 107% compared to 2024, due to an increase in other income (expense), net, related to the unrealized gains on our marketable and non-marketable equity investments.

Foreign currency exchange gains, net from foreign currency transactions and remeasurement also contributed to the increase.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 % change | | | | | | 2024 vs 2023 % change | | |

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

The provisions include the immediate expensing of domestic research and development costs and certain capital expenditures beginning in 2025, as well as an enhanced deduction for foreign-derived intangible income effective in 2026.

The benefits from these provisions are limited by the 15% Corporate Alternative Minimum Tax (CAMT).

As a result, we recorded a $15.93 billion charge in the third quarter of 2025, of which $14.03 billion was a valuation allowance against our U.S. federal deferred tax assets as of the enactment date of OBBBA, and the remaining was mostly related to the reduction of the benefit of the foreign-derived intangible income deduction.

In determining the valuation allowance, our accounting policy incorporates the expected impact of future years’ CAMT in assessing the realizability of our deferred tax assets.

Our effective tax rate in 2025 increased compared to 2024, mostly due to the effects of OBBBA.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The decrease in cash used in financing activities during 2025 compared to 2024, was mostly due to an increase in net proceeds from the Notes.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net cash provided by operating activities | | | $ | 115,800 | | | | | $ | 91,328 | | | | | $ | 71,113 | |

Revenue on a constant currency basis would have increased 23% compared to 2023.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

| Revenue | | | $ | 162,355 | | | | | $ | 133,006 | | | | | *22%* | | | | | | $ | 2,146 | | | | | $ | 1,896 | | | | | *13%* | | | | | | $ | 164,501 | | | | | $ | 134,902 | | | | | *22%* | | | | | | | | | | | | | | | | | | | | |

| Costs and expenses | | | 75,246 | | | | | | 70,135 | | | | | | *7%* | | | | | | 19,875 | | | | | | 18,016 | | | | | | *10%* | | | | | | 95,121 | | | | | | 88,151 | | | | | | *8%* | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from operations | | | $ | 87,109 | | | | | $ | 62,871 | | | | | *39%* | | | | | | $ | (17,729) | | | | | $ | (16,120) | | | | | *(10)%* | | | | | | $ | 69,380 | | | | | $ | 46,751 | | | | | *48%* | | | | | | | | | | | | | | | | | | | | |

Dividend

Beginning in February 2024, we declared and paid four quarterly cash dividends, including dividend equivalents, totaling $2.00 for each share of common stock during the year ended December 31, 2024.

number of laws have been introduced limiting or prohibiting the provision of our services to younger users.

We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities.

Beginning in the fourth quarter of 2023, our Family metrics no longer include Messenger Kids users.*

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |  | | | Ad Revenue | | | | | |  | | | Non-Ad Revenue | | | | | | | | | | | |

In addition, certain government inquiries and investigations, such as matters before our lead European Union privacy regulator, the Irish Data Protection Commission, are subject to review by other regulatory bodies before decisions are finalized, which can lead to significant changes in the outcome of an inquiry.

Our actual and forecasted income (loss) before

Valuation of Assets

The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others.

Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition.

The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.

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

The increase was primarily driven by WhatsApp Business Platform revenue.

RL revenue in 2024 increased $250 million, or 13%, compared to 2023.

The increase was mostly due to an increase in RL consumer hardware products sold.

Cost of revenue in 2024 increased $4.20 billion, or 16%, compared to 2023.

The decrease was primarily due to lower restructuring charges and, to a lesser extent, a decrease in employee compensation.

General and administrative expenses in 2024 decreased $1.67 billion, or 15%, compared to 2023.

The decrease was mostly driven by a favorable impact of $1.55 billion in legal-related costs.

To a lesser extent, the decrease was also attributed to lower restructuring charges, partially offset by an increase in other taxes.

Interest and other income (expense), net in 2024 increased $606 million compared to 2023, mostly due to an increase in interest income from a combination of higher balances and interest rates, partially offset by an increase in interest expense on our long-term debt.

Our effective tax rate in 2024 decreased compared to 2023, primarily due to excess tax benefits recognized from share-based compensation and an increase in research tax credits.

The accounting for share-based compensation may increase or decrease our effective tax rate based upon the difference between our share-based compensation expense and the deductions taken on our tax return, which depend upon the stock price at the time of employee award vesting.

This includes the effects of the mandatory capitalization and amortization of research and development expenses incurred in 2024, as required by the 2017 Tax Cuts and Jobs Act (Tax Act).

The mandatory capitalization requirement increased our 2024 cash tax liabilities materially but also decreased our effective tax rate due to increasing the foreign-derived intangible income deduction.

If the mandatory capitalization is deferred, our effective tax rate in 2025 could be higher when compared to current law and our cash tax liabilities could be lower.

Based upon the status of litigation described below and the current status of tax audits in various jurisdictions, we do not anticipate a material change to such amounts within the next 12 months.

The increase in cash used in financing activities during 2024 compared to 2023, was mostly due to increases in our capital returns of $10.35 billion for repurchases of our Class A common stock and $5.07 billion for quarterly dividend payments that began in March 2024, as well as a $6.76 billion increase in taxes paid related to net share settlement of RSUs.

Our finance lease obligations include certain network infrastructure.

Our facilities consolidation restructuring efforts did not materially change our operating lease obligations.

Our contractual commitments are primarily related to our investments in servers and network infrastructure, and content costs from content providers whom we license video and music to increase engagement on the platform.

We paid four quarterly cash dividends, including dividend equivalents, totaling $2.00 for each share of Class A and Class B common stock during the year ended December 31, 2024.

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, [removed: primarily] the [added: majority of which is in] Euro.

Foreign currency [removed: exchange] [added: transaction gains,] net [removed: losses of] [added: were $352 million for the year ended December 31, 2025 and foreign currency transaction losses, net were] $690 million, [removed: $366 million,] and [removed: $81] [added: $366] million [removed: were recognized in 2024, 2023,] [added: for the years ended December 31, 2024] and [removed: 2022,] [added: 2023,] respectively.

Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government [removed: securities, U.S. government] [added: and] agency securities, and investment grade corporate debt securities.

A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of [removed: $680] [added: $711] million and [removed: $355] [added: $680] million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we also had aggregate principal amounts of fixed-rate senior notes (the Notes) outstanding of [removed: $29.0] [added: $59.0] billion and [removed: $18.50] [added: $29.0] billion, respectively.

Our equity investments include marketable and non-marketable equity [removed: securities] [added: investments] subject to equity price risks that could have a material impact on the fair value or carrying value of our holdings.

Our marketable equity securities are publicly traded stocks and our non-marketable equity [removed: securities] [added: investments] are investments in privately-held companies without readily determinable fair values.

We record marketable equity securities [removed: not accounted for under the equity method] at fair value based on readily determinable market values, of which publicly traded stocks are subject to market price volatility and represent [added: $5.99 billion and] $1.23 billion of our investments as of December 31, [removed: 2024.][added: 2025 and 2024, respectively.]

A hypothetical adverse price change of 10% on our December 31, [removed: 2024] [added: 2025] balance would decrease the fair value of marketable equity securities by [removed: $123] [added: $599] million.

[removed: We elected to account for substantially all of our] [added: Our] non-marketable equity [removed: securities using] [added: investments accounted for under] the measurement [removed: alternative, which is cost, less any impairment,] [added: alternative are] adjusted for changes in fair value resulting from observable transactions for identical or similar securities of the same issuer.

Valuations of our non-marketable equity [removed: securities] [added: investments] are complex due to the lack of readily available market data and observable transactions.

Uncertainties in the global economic climate and financial markets could adversely impact the valuation of the companies we invest in and, therefore, result in a material impairment or downward adjustment in [removed: our] [added: these] investments.

For additional information, see Note 1 — Summary of Significant Accounting Policies, Note [removed: 5] [added: 4] — Financial Instruments, Note [removed: 6] [added: 5] — [removed: Non-marketable] [added: Non-Marketable] Equity [removed: Securities,] [added: Investments,] and Note 10 — Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.

Beginning in 2025, we use short-term foreign currency forward contracts for cash management to reduce, but not entirely eliminate, exchange rate impacts on foreign currency cash conversions.

These contracts are not designated as hedging instruments.

As of December 31, 2025, no such contracts were outstanding.

Realized gains, losses, and forward points for 2025 were not material and recorded within interest and other income, net in the consolidated statements of income.

The carrying value of the non-marketable equity investments accounted for under the measurement alternative was $20.08 billion and $6.02 billion as of December 31, 2025 and 2024, respectively.

The carrying value of our non-marketable equity method investments was $7.45 billion and $52 million as of December 31, 2025 and 2024, respectively.

These investments could be impaired if the carrying value exceeds the fair value and is not expected to recover.

At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk.

It is difficult to predict the effect hedging activities would have on our results of operations.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

We did not hold any marketable equity securities as of December 31, 2023.

We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment.

The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee.

Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.07 billion and $6.14 billion as of December 31, 2024 and 2023, respectively.

Our products enable people to connect and share [removed: with friends and family] through mobile devices, personal computers, virtual reality (VR) [removed: and mixed reality (MR)] headsets, [removed: augmented reality (AR),] and [removed: wearables.][added: AI glasses.]

Meta is moving our offerings beyond 2D screens toward immersive experiences like [removed: augmented, mixed,] [added: augmented] and virtual reality to help build the next computing platform.

Our vision does not center on any single product, but rather an entire ecosystem of experiences, devices, and new [removed: technologies.][added: technologies powered by AI.]

Across our work, we are innovating [removed: in artificial intelligence (AI) technologies] to build new experiences that help make our platform more social, useful, and immersive.

[removed: For example,] [added: -] Meta [added: AI. Meta] AI is an assistant that's available across our apps, [added: as a stand-alone app,] on [removed: Ray-Ban Meta] [added: our] AI [removed: glasses] [added: glasses,] and on the web.

Marketers purchase ads that can appear in multiple places including on Facebook, Instagram, Messenger, [added: Threads,] and [added: WhatsApp, as well as] third-party applications and websites.

In [removed: 2025,] [added: 2026,] we intend to focus on several key investment areas: [removed: generative] AI, [added: Reels and] our discovery engine, [removed: the metaverse and] wearables, [removed: Threads,] monetization of our products and services, [added: youth,] platform integrity and community support, and infrastructure capacity.

In [removed: 2024, 79%] [added: 2025, 82%] of our total costs and expenses were recognized in FoA and [removed: 21%] [added: 18%] were recognized in RL.

Our FoA investments were [removed: $75.25] [added: $96.29] billion in [removed: 2024] [added: 2025] and include expenses relating to headcount, data centers and technical infrastructure as part of our efforts to develop our apps and our advertising services.

[removed: This includes] [added: We are also making significant investments in our RL efforts, including] developing [removed: virtual, mixed,] [added: virtual] and augmented reality devices, software for social platforms, neural interfaces, and other foundational technologies.

Our total RL investments were [removed: $19.88] [added: $21.40] billion in [removed: 2024] [added: 2025] and include expenses relating to headcount and technology development across these efforts.

Although it is inherently difficult to predict when and how the next computing platform will develop, we expect our RL segment to continue to operate at a loss for the foreseeable future, [removed: and our ability to support our efforts to build the next computing platform is dependent on generating sufficient profits from other areas of our business.]

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

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

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

This includes exploring [removed: new technologies such as neural interfaces using electromyography, which lets people control their devices using neuromuscular signals, as well as] innovations in AI and hardware to help build next-generation interfaces.

In the near term, we are continuing to develop [removed: early metaverse and wearables] products and experiences that help people feel connected, anytime, anywhere.

Our [removed: metaverse] [added: wearables] efforts include our [removed: VR, MR,] [added: AI glasses] and [removed: social platform] [added: long-term AR] initiatives.

To drive greater adoption and acceptance of VR we have introduced [removed: MR] [added: passthrough] capabilities, which allow users to experience the immersion and presence of VR while still being grounded in the physical world, through our Meta Quest devices.

[removed: We have continued to advance our roadmap to] [added: Our current AI glasses] include [removed: additional AI-enabled offerings such as] the Ray-Ban Meta [removed: AI] [added: and Oakley Meta] glasses, which feature Meta AI, our advanced conversational assistant, as well as other features such as hands-free interaction.

In general, [removed: while all of these investments are part of] our [removed: long-term initiative to help build the next computing platform, our metaverse] [added: Reality Labs] efforts [removed: also] include [removed: notable] shorter-term projects developing specific products and services to go to market, [removed: whereas our wearables efforts are primarily directed toward] [added: as well as] longer-term research and development projects.

[removed: For example, in 2025,] [added: In 2026,] we expect to spend approximately [removed: 50%] [added: 70%] of our Reality Labs operating expenses on our wearables initiatives, and the remaining [removed: 50%] [added: 30%] on our [removed: metaverse] [added: VR and Horizon] initiatives.

We also compete with companies [removed: that develop] [added: in the development] and [removed: deliver] [added: application of AI, particularly with respect to the development of frontier AI models, as well as the development and delivery of] consumer hardware and [removed: augmented, mixed,] [added: augmented] and virtual reality products and services.

[removed: As] [added: Historically, the increases in] our [added: computing needs have been driven by growth in our] user base [removed: grows,] as [added: well as] engagement with products like [removed: video, VR, and MR increases,] [added: video] and [removed: as we deepen our investment in new technologies, our computing needs continue to expand.][added: VR.]

Across all of these efforts, we are making significant investments in AI initiatives, including generative [removed: AI,] [added: AI and superintelligence,] to, among other things, recommend relevant content across our products through our AI-powered discovery engine, enhance our advertising tools and improve our ad delivery, targeting, and measurement capabilities, and to develop new products as well as new features for existing products.

By [removed: making our Llama models openly available,] [added: sharing these resources,] we aim to accelerate AI [removed: research and development,] [added: research,] improve our [removed: own] products, and [removed: to] foster [removed: collaboration and] innovation [removed: within] [added: across] the [removed: broader] tech community.

For our RL products, our sales [removed: and operations] efforts utilize third-party sales channels such as retailers, resellers, and [added: distribution partners, and] our direct-to-consumer channel, [removed: Meta.com.][added: Meta.com, and several Meta stores.]

These efforts are focused on driving consumer and enterprise sales and adoption of our Meta Quest portfolio of products and [removed: Ray-Ban Meta] AI glasses.

These laws and regulations involve matters including privacy, data use, data combination, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, [added: medical devices,] e-commerce, taxation, economic or other trade controls including sanctions, [added: export controls,] anti-corruption and political law compliance, securities law compliance, and online payment services.

[removed: In addition, these] [added: These] U.S. [added: federal] and [removed: foreign] [added: state, EU, and other international] laws and regulations may impose different obligations from each other and create the potential for significant fines to be [removed: imposed.][added: imposed, including fines that increasingly may be calculated based on global revenue, or other consequences such as changes to our products or business practices.]

[removed: As a result, the] [added: The] application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices.

For additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" [added: and Item 3, "Legal Proceedings"] in this Annual Report on Form 10-K.

We had a global workforce of [removed: 74,067] [added: 78,865] employees as of December 31, [removed: 2024,] [added: 2025,] and we have offices in more than 90 cities around the world.

We [removed: aim to] provide [removed: all of] our employees with regular performance reviews twice a year as we believe it is an important part of how we support their growth and career development while also recognizing and rewarding their impact at Meta.

[removed: Each year, we] [added: We] conduct company-wide employee surveys [added: twice a year] to help us understand how employees feel about working at Meta and what we can do to improve their experience.

[added: We offer a wide range of benefits across areas such as health, family, finance, community,] and time away, including family building benefits, family care resources, retirement savings plans, access to legal services, Meta Resource Groups to build community at Meta, and health and well-being benefits.

We [removed: will continue to] work to build an inclusive workplace where we can leverage our collective cognitive diversity to build the best products and make the best decisions for the global community we serve.

We remain committed to having [removed: a skilled,] [added: an] inclusive [added: workplace] and [removed: diverse workforce] [added: people] with a broad range of knowledge, skills, political views, backgrounds, and perspectives because we believe cognitive diversity fuels innovation.

To aid in this effort, we [removed: have taken steps] [added: continue] to [removed: reduce] [added: implement ways to mitigate potential] bias in our people processes and tooling, including our hiring processes and performance management systems.

We use our investor.atmeta.com and [removed: about.fb.com/news/] [added: meta.com/news] websites as well as Mark Zuckerberg's Facebook [removed: Page] [added: profile] (www.facebook.com/zuck), Instagram account (www.instagram.com/zuck), and Threads profile (www.threads.net/zuck) as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

We are innovating in artificial intelligence (AI) technologies to build transformative experiences and capabilities across our Family of Apps and new platforms, and to advance our vision to deliver personal superintelligence for everyone.

We are also working to develop the next generation of AI models and advance our vision to build superintelligence, which we define as AI that surpasses human intelligence.

Although it is inherently difficult to predict when superintelligence may be achieved, we are investing now because we believe this has the potential to begin a new era of individual empowerment, where people can direct superintelligence towards what they value in their own lives.

In 2025, we introduced Meta Ray-Ban Display, which combines our AI glasses with an integrated display built into the lens.

It comes with the Meta Neural Band, which is a wrist-worn wearable device that uses electromyography to let people control their AI glasses using neuromuscular signals.

All of these investments are part of our long-term initiative to help build the next computing platform.

Revenue and Investments

and our ability to support our efforts to build the next computing platform is dependent on generating sufficient profits from other areas of our business.

Our increased efforts toward building frontier AI models have driven a significant further expansion in our computing needs and we expect our computing needs to continue to expand as a result.

We have a history of open-sourcing in AI, including releasing our Llama foundation models as well as other models and tools, and continue to believe in the power of open source innovation.

We have not released everything we have developed historically and expect to continue training a combination of open and closed models going forward.

We aim to make AI utilization core to the way we operate by providing our personnel access to AI tools and training programs.

We are also making significant investments in our metaverse and wearables efforts.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

Our wearables efforts include our AR initiatives.

We also believe in the power of open source innovation and have released our Llama models, consisting of state-of-the-art foundation models that are available for researchers and developers to use and build upon.

These U.S. federal and state, EU, and other international laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.

For example, regulatory or legislative actions or litigation concerning the manner in which we display content to our users, moderate content, provide our services to younger users, or are able to use data in various ways, including for advertising, or otherwise relating to content that is made available on our products, have in the past and could in the future adversely affect user growth and engagement, affect the manner in which we provide our services, or adversely affect our financial results, including by imposing significant fines that increasingly may be calculated based on global revenue.

In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available to online platforms under Section 230 of the Communications Decency Act (Section 230) was at issue, but it ultimately declined to address Section 230 in its decision.

In addition, there have been, and continue to be, various other litigation concerning, and state and federal legislative and executive efforts to remove or restrict, the scope of the protections available to online platforms under Section 230, and any such changes may increase our costs or require significant changes to our products, business practices, or operations, which could adversely affect our business and financial results.

We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.

If we are unable to transfer data between and among countries and regions in which we operate, or if we are restricted from sharing data among our products and services, it could affect our ability to provide our services, the manner in which we provide our services or our ability to target ads, which could adversely affect our financial results.

For example, in 2016, the European Union and United States agreed to a transfer framework for data transferred from the European Union to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (CJEU).

In addition, the other bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny.

For example, the CJEU considered the validity of SCCs as a basis to transfer user data from the European Union to the United States following a challenge brought by the Irish Data Protection Commission (IDPC).

Although the CJEU upheld the validity of SCCs in July 2020, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the European General Data Protection Regulation (GDPR).

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

of such data in the United States.

We are appealing this Final Decision and it is currently subject to an interim stay from the Irish High Court.

Separately, on March 25, 2022, the European Union and United States announced that they had reached an agreement in principle on a new EU-U.S. Data Privacy Framework (EU-U.S. DPF).

On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States.

The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF.

The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we have implemented steps to comply with the above corrective orders following engagement with the IDPC.

The EU-U.S. DPF replaces two prior adequacy frameworks which were invalidated by the CJEU.

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

We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future.

For example, we have implemented a number of product changes and controls as a result of requirements under the GDPR, and may implement additional changes in the future.

The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation.

The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations.

We also face potential enforcement from European privacy regulators other than the IDPC, including where those regulators consider they must act urgently or where they believe their concerns relate only to data processing undertaken in their individual jurisdiction.

As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations.

In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions.

The California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties.

Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls.

These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business.

Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians.

Like comprehensive privacy laws, these laws are evolving and subject to interpretation, and may restrict our ability to offer certain products and services provided to all or certain cohorts of users in those states, adversely affecting our advertising business.

In Europe, evolving interpretation of the ePrivacy Directive's requirements regarding the use of cookies and similar technologies may lead to regulators imposing specific measures in the future which could directly impact our use of such technologies.

In addition, the ePrivacy Directive and national implementation laws impose additional limitations on the use of data across messaging products and include significant penalties for non-compliance.

Changes to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising business.

For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the European Union, European Economic Area, and Switzerland from "legitimate interests" to "consent," and in November 2023 we began offering users in the region a "subscription for no ads" alternative.

We are engaging with regulators on our consent model, including regarding compliance with requirements under the GDPR, Digital Markets Act (DMA), and EU consumer laws.

For example, we are facing numerous cases in the United States in which plaintiffs are attempting to avoid or limit the application of Section 230 of the Communications Decency Act to their claims and certain of those matters have survived motions to dismiss, including through the use of products liability [added: and/or breach of contract] theories.

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

This is in addition to significant tax, competition and antitrust, stockholder, commercial, consumer, [added: intellectual property,] and privacy litigation and investigations.

Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has [removed: increased.][added: increased, including through class action litigations and other legal proceedings under statutory regimes permitting penalties or damages on a per-violation basis or based on a percentage of global revenue.]

[removed: While we have identified] below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.

On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which [removed: provides] [added: provided] for a payment of $725 million by [removed: us.][added: us and became final on May 14, 2025.]

In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state [added: attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions.]

[removed: The] [added: Certain other] state attorneys general inquiries and litigation and certain government inquiries in other jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business.

Trial is scheduled to begin [removed: on April 2, 2025.][added: in September 2027.]

On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia [removed: (*USA v.][added: seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order.]

[removed: The] [added: On January 24, 2025, the] U.S. Court of Appeals for the [removed: District of Columbia] [added: Ninth] Circuit [removed: has yet] [added: returned the case] to [removed: rule.][added: the district court.]

[removed: On December 13, 2023, the FTC filed an opposition to our] motion for preliminary injunction and a motion to dismiss the complaint.

The Commission stated that its decision is subject to [removed: Meta’s] [added: Meta's] jurisdictional challenges [removed: currently] [added: then] pending before the U.S. Court of Appeals for the District of Columbia Circuit in *U.S. v.

We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data breaches and privacy issues, issue similar notifications to European regulators under [added: other laws (such as UK GDPR and Member State implementations of the ePrivacy Directive), and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance.]

We are appealing this Final Decision and it is currently subject to [removed: an interim] [added: a] stay from the Irish High Court.

Any such inquiries or investigations (including the IDPC proceedings) could subject us to substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, [added: lead to additional claims from users,] or adversely affect our business.

On December 30, 2024, we filed our motion for summary judgment in the putative class action brought on behalf of certain [removed: advertisers.][added: advertisers, which is pending with the court.]

In March 2024, the European Commission opened an investigation into the compliance of our "subscription for no ads" consent model with requirements under Article 5(2) of the Digital Markets [removed: Act.][added: Act (DMA).]

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

On October [removed: 14, 2024,] [added: 27, 2025,] plaintiffs [added: in the user action] filed [removed: their] [added: a] notice of appeal.

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

Putative class actions have been filed in the United States, Brazil, [added: Canada, Europe,] and [removed: Canada] [added: elsewhere] on behalf of users in those jurisdictions, and numerous school districts, municipalities, and tribal nations have filed public nuisance claims in the United States, Brazil, and/or Canada based on similar allegations.

[removed: Beginning] [added: In addition, beginning] in November 2024, counsel for [removed: thousands of] [added: over one hundred thousand] individual claimants [removed: began sending] [added: have sent] mass arbitration demands relating to "social media addiction" and related harms allegedly caused by Instagram.

We are also subject to government investigations and requests from multiple regulators in various jurisdictions globally concerning the use of our products and services, and the alleged mental and physical health and safety [added: and privacy] impacts on users, particularly younger [removed: users.][added: users, as well as the accuracy of our statements about youth and parental features.]

[removed: Beginning on July 7, 2023, multiple putative class actions were filed against us in] the U.S. District Court for the Northern District of California (*Kadrey, et al.

We are also responding to regulatory inquiries and litigation related to allegedly deceptive advertising, including but not limited to financial [removed: scams,] [added: scams and the use of our services to promote deceptive activity,] in other parts of the world.

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

While we have identified

In addition, in December 2025, we entered into a settlement agreement with California to resolve its lawsuit alleging violations of consumer protection laws, which is subject to court approval.

The appeal was heard on January 30, 2025 and on July 31, 2025, the District of Columbia Court of Appeals reversed the decision on procedural grounds and remanded the matter to the lower court.

Trial in the New Mexico Attorney General's case, which has expanded to include various claims related to content moderation issues, is scheduled to begin on September 8, 2026.

Trial began on July 16, 2025.

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

After the underlying appeal was briefed and oral argument was held on November 5, 2024, the U.S. Court of Appeals for the District of Columbia Circuit issued its decision on May 16, 2025, reversing the district court's denial of our motion on jurisdictional grounds, and directed the district court to consider the merits of our arguments.

On July 10, 2025, the case was remanded to the district court to consider our claims in light of the Court of Appeals' determination that the district court retains jurisdiction over the entirety of the consent order.

On December 23, 2025, the district court ordered a schedule for supplemental briefing in light of the Court of Appeals decision, with briefing due to be complete by May 2026.

On December 13, 2023, the FTC filed an opposition to our

On June 29, 2025, the district court granted our request for a stay in light of the Court of Appeals' May 16, 2025 decision in the jurisdictional case, and on January 20, 2026, the district court continued the stay and ordered the parties to file a status update by June 8, 2026.

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

We have also implemented steps to comply with the above corrective orders and are pending the IDPC's confirmation that these address the corrective orders.

In addition, we are subject to individual and class actions in Europe relating to matters that are or have been the subject of regulatory investigations.

In *Rickwalder*, the Superior Court denied plaintiffs' motion for class certification and the plaintiffs have appealed that decision.

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

Plaintiffs are seeking $5,000 in statutory damages per class member and have asserted that there are up to approximately 1.6 million class members.

The amount of potential damages is uncertain at this time.

In addition, we are subject to individual and class actions in Europe, as well as regulatory investigations in the United States, Europe, and elsewhere, relating to similar matters with regard to our business tools.

Trial began on April 14, 2025 and concluded on May 27, 2025.

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

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

On January 24, 2025, the court denied plaintiffs' motion for class certification in the action brought on behalf of users, permitting it to proceed only on an individual basis as to the named plaintiffs.

On September 29, 2025, in the user action, the court granted our motion, entering judgment in our favor.

On February 11, 2022, a putative class action was filed against us in the UK Competition Appeals Tribunal (CAT) under the UK collective proceedings regime (*Lovdahl-Gormsen v.

Meta Platforms, Inc. et al.*).

On October 6, 2023, following the denial of class certification, the class representative submitted an amended claim alleging abuse of dominance relating to aspects of our data processing practices and seeking damages.

The CAT certified the amended claim on February 15, 2024.

We are also subject to litigation in Europe brought by news and media companies alleging anticompetitive conduct in relation to aspects of our historic data processing practices.

For example, on December 1, 2023, 87 news media companies filed a joint action against us in Spain in relation to our legal basis under the GDPR for behavioral advertising, alleging unfair competition and abuse of dominance (*Asociacion de Medios de Informacion (AMI) v.

Meta Ireland*).

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

We have appealed the decision.

In addition, on October 24, 2024, ten radio and television publishers commenced a separate claim against us in Spain on the same basis (*Union de Televisiones Comerciales Asociadas (UTECA) v.

Meta Ireland*).

In addition, on April 29, 2025, a similar unfair competition claim was filed against us by 67 media companies in France (*Amaury et al.

Meta Platforms Ireland Limited*).

Trial is expected to take place in 2027.

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

On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action.

The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023.

Two objectors appealed final approval (one of which was voluntarily dismissed as of June 24, 2024).

The objection is fully briefed and will be heard on February 7, 2025.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions.

The appeal is fully briefed and will be heard on January 30, 2025.

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

Facebook, Inc.*) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order.

The underlying appeal was then briefed and oral argument was held on November 5, 2024.

The district court has yet to rule.

The parties are required to report back to the circuit court within 30 days of the district court's disposition of the FTC's motion to dismiss.

other laws (such as UK GDPR and Member State implementations of the ePrivacy Directive), and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance.

On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a "qualifying state" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States.

The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the "Data Privacy Framework List," maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy Framework (EU-U.S. DPF).

The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we have implemented steps to comply with the above corrective orders following engagement with the IDPC.

v.

We are currently in discovery and litigating class certification in the cases that are most advanced.

Trial is set to begin on April 14, 2025.

On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions.

On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers.

On December 6, 2022, the court denied our

motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers.

Meta Platforms, Inc. et al.*, which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.

These cases have all been consolidated into *Kadrey, et al.

In the first quarter of 2024, the U.S. Supreme Court heard argument in *Vivek H.

Murthy, Surgeon General, et al.

Missouri, et al.*, on the question of whether federal government officials violated the First Amendment in their communications with the company and others related to content moderation practices, and heard argument in *Netchoice, et al.

Paxton and Moody, et al.

Netchoice et al.*, regarding the application of the First Amendment relating to content moderation on tech platforms.

As to *Murthy*, a majority of the Supreme Court decided the case on plaintiffs' standing, declining to rule on the First Amendment questions, and sending the case back down to the lower courts where the case continues.

As to *NetChoice*, the Supreme Court unanimously vacated the intermediate appellate court decisions, remanding the cases back to the lower courts.

Although we are not a party in these actions, the ultimate resolution of the lawsuits and similar others still pending in the federal courts could impact our business.

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

We disagree with the claims staff is considering and believe an enforcement action is unwarranted, and have responded through the NORA process.

The result of the NORA process is uncertain at this time, but if the Director authorizes an action against us, the CFPB could file a lawsuit in the near-term and seek financial penalties and equitable relief.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1326801/000162828026003942/meta-20251231_g1.jpg)]

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $1,103 billion] [added: approximately $1.6 trillion] based upon the closing price reported for such date on the Nasdaq Global Select Market.

On January [removed: 24, 2025,] [added: 23, 2026,] the registrant had [removed: 2,189,898,148] [added: 2,187,177,748] shares of Class A common stock and [removed: 343,761,117] [added: 342,377,716] shares of Class B common stock outstanding.

Portions of the registrant's Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, [removed: 2024.][added: 2025.]

| [Note About Forward-Looking [removed: Statements](#i20db9d0a42f0408c9f8cc4709c09099f_10)] [added: Statements](#icc066a9e83ae4c46b57ee4d9dc9d7021_10)] | | | | | | [removed: [3](#i20db9d0a42f0408c9f8cc4709c09099f_10)] [added: [3](#icc066a9e83ae4c46b57ee4d9dc9d7021_10)] | | |

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| [PART [removed: III](#i20db9d0a42f0408c9f8cc4709c09099f_169)] [added: III](#icc066a9e83ae4c46b57ee4d9dc9d7021_169)] | | | | | | | | |

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| [PART [removed: IV](#i20db9d0a42f0408c9f8cc4709c09099f_187)] [added: IV](#icc066a9e83ae4c46b57ee4d9dc9d7021_187)] | | | | | | | | |

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[removed: In] [added: Accordingly, in] the fourth quarter of [removed: 2024,] [added: 2025,] we estimated that less than [removed: 3%] [added: 5%] of our worldwide DAP consisted solely of violating accounts.

[removed: Such] [added: Our violating accounts] estimation is based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination.

For example, we look for account information and behaviors associated with Facebook and Instagram accounts that appear to be inauthentic to the reviewers, but we have [removed: limited] [added: less] visibility into WhatsApp user activity due to encryption.

In addition, if we believe an individual person has one or more violating accounts, we do not include such person in our violating accounts estimation as long as we believe they have one [added: active] account that does not constitute a violating account.

| [PART I](#icc066a9e83ae4c46b57ee4d9dc9d7021_16) | | | | | | | | |

| [PART II](#icc066a9e83ae4c46b57ee4d9dc9d7021_40) | | | | | | | | |

| [Signatures](#icc066a9e83ae4c46b57ee4d9dc9d7021_196) | | | | | | [133](#icc066a9e83ae4c46b57ee4d9dc9d7021_196) | | |

In the fourth quarter of 2025, we made certain updates to the methodology we use for this estimation, including to incorporate updated data signals as a result of improvements in our ability to identify activity we believe to be violating our policies, as well as to focus on the most recent account activity when determining whether to include a person in our violating accounts estimation.

We believe the increase compared to our prior estimation was a result of the methodology update described above.

| [PART I](#i20db9d0a42f0408c9f8cc4709c09099f_16) | | | | | | | | |

| [PART II](#i20db9d0a42f0408c9f8cc4709c09099f_40) | | | | | | | | |

| [Signatures](#i20db9d0a42f0408c9f8cc4709c09099f_196) | | | | | | [128](#i20db9d0a42f0408c9f8cc4709c09099f_196) | | |

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, [removed: partners, and other third parties, and rely on software and hardware that is highly technical and complex.]

However, we may not be successful in fully addressing [added: any] such areas for remediation or enhancement.

[added: These processes] support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies.

Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the [removed: audit] [added: Audit] & [removed: risk oversight committee] [added: Privacy Committee] of our board of directors (Audit & [removed: Risk Oversight] [added: Privacy] Committee).

Our Audit & [removed: Risk Oversight] [added: Privacy] Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

[removed: The privacy & product compliance committee of our board of directors (Privacy] [added: In addition, the Audit] & [removed: Product Compliance Committee)] [added: Privacy Committee] oversees risks related to privacy and data use, including overseeing compliance with our comprehensive privacy program.

Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our board of directors, including through the Audit & [removed: Risk Oversight Committee and] Privacy [removed: & Product Compliance] Committee.

Our Chief Information Security Officer (CISO), Guy Rosen, leads our cybersecurity program and oversees teams across the company supporting [removed: our] [added: core] security [removed: functions of identify, prevent, detect, respond, and recover.][added: capabilities.]

Our CISO is part of the senior management team at the company and regularly updates the Audit & [removed: Risk Oversight] [added: Privacy] Committee on [removed: the company’s] [added: our] cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies.

In [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

[removed: However, despite our efforts, we cannot] eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

partners, and other third parties, and rely on software and hardware that is highly technical and complex.

Our cybersecurity environment continues to evolve, including as we develop and deploy AI models, tools, and other applications and increase our use of public cloud and other third-party services.

In addition, we operate a Bug Bounty program that invites independent cybersecurity researchers to investigate and explore potential security vulnerabilities in our products and report their findings to us.

However, despite our efforts, we cannot

These processes

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

As of December 31, [removed: 2024,] [added: 2025,] we owned and leased approximately [removed: 11] [added: 10] million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately two million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or [removed: abandon related to our facilities consolidation restructuring efforts.][added: abandon.]

We own [removed: 27] [added: 30] data center locations globally and we also lease some data centers at selected locations.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 2,931] [added: 2,533] stockholders of record of our Class A common stock, and the closing price of our Class A common stock was [removed: $585.51] [added: $660.09] per share as reported on the Nasdaq Global Select Market.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 24] [added: 25] stockholders of record of our Class B common stock.

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

During the year ended December 31, [removed: 2024,] [added: 2025,] total dividend and dividend equivalent payments were [removed: $4.38] [added: $4.60] billion and [removed: $691] [added: $720] million for Class A and Class B common stock, respectively.

See Note [removed: 13] [added: 12] — Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding dividends.

[removed: We had] [added: There was] no share repurchase activity [removed: for] [added: during] the three months ended December 31, [removed: 2024.][added: 2025.]

The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index (DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31, [removed: 2024.][added: 2025.]

The annual changes for the five-year period shown in the graph assumes that $100 was invested in our common stock and each index at the market close on the last trading day for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

RSUs granted on or after March 1, 2024 under our 2012 Equity Incentive Plan (Amended 2012 Plan), which was most recently amended in May 2024, are entitled to dividend equivalent rights.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i20db9d0a42f0408c9f8cc4709c09099f_82) 42[)](#i20db9d0a42f0408c9f8cc4709c09099f_82)] [added: No.](#icc066a9e83ae4c46b57ee4d9dc9d7021_82) 42[)](#icc066a9e83ae4c46b57ee4d9dc9d7021_82)] | | | [removed: [82](#i20db9d0a42f0408c9f8cc4709c09099f_82)] [added: [83](#icc066a9e83ae4c46b57ee4d9dc9d7021_82)] | | |

| [Consolidated Balance [removed: Sheets](#i20db9d0a42f0408c9f8cc4709c09099f_85)] [added: Sheets](#icc066a9e83ae4c46b57ee4d9dc9d7021_85)] | | | [removed: [86](#i20db9d0a42f0408c9f8cc4709c09099f_85)] [added: [88](#icc066a9e83ae4c46b57ee4d9dc9d7021_85)] | | |

| [Consolidated Statements of [removed: Income](#i20db9d0a42f0408c9f8cc4709c09099f_88)] [added: Income](#icc066a9e83ae4c46b57ee4d9dc9d7021_88)] | | | [removed: [87](#i20db9d0a42f0408c9f8cc4709c09099f_88)] [added: [89](#icc066a9e83ae4c46b57ee4d9dc9d7021_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i20db9d0a42f0408c9f8cc4709c09099f_91)] [added: Income](#icc066a9e83ae4c46b57ee4d9dc9d7021_91)] | | | [removed: [88](#i20db9d0a42f0408c9f8cc4709c09099f_91)] [added: [90](#icc066a9e83ae4c46b57ee4d9dc9d7021_91)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i20db9d0a42f0408c9f8cc4709c09099f_94)] [added: Equity](#icc066a9e83ae4c46b57ee4d9dc9d7021_94)] | | | [removed: [89](#i20db9d0a42f0408c9f8cc4709c09099f_94)] [added: [91](#icc066a9e83ae4c46b57ee4d9dc9d7021_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i20db9d0a42f0408c9f8cc4709c09099f_97)] [added: Flows](#icc066a9e83ae4c46b57ee4d9dc9d7021_97)] | | | [removed: [90](#i20db9d0a42f0408c9f8cc4709c09099f_97)] [added: [92](#icc066a9e83ae4c46b57ee4d9dc9d7021_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i20db9d0a42f0408c9f8cc4709c09099f_103)] [added: Statements](#icc066a9e83ae4c46b57ee4d9dc9d7021_103)] | | | [removed: [92](#i20db9d0a42f0408c9f8cc4709c09099f_103)] [added: [94](#icc066a9e83ae4c46b57ee4d9dc9d7021_103)] | | |

We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January [removed: 29, 2025] [added: 28, 2026] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit & [removed: Risk Oversight] [added: Privacy] Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

| *Description of the Matter* | | | As described in Note [removed: 12] [added: 11] to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these [removed: cases, actions or inquiries] [added: matters] described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be [removed: incurred. However, for certain other matters, the Company discloses] [added: incurred or] that the amount of such losses or a range of possible losses cannot be reasonably [removed: estimated at this time.] [added: estimated.] Auditing the Company's accounting for, and disclosure of these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the [removed: likelihood] [added: probability] of [removed: a] loss, and [removed: their] [added: its] estimate of the potential amount or range of such losses. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the [removed: identification and] [added: identification,] evaluation [added: and disclosure] of [removed: these matters,] [added: loss contingencies,] including controls relating to the Company's assessment of the likelihood that a loss will be [removed: realized] [added: incurred] and [removed: their] [added: its] ability to reasonably estimate the potential range of possible losses. Our audit procedures included reading the [removed: minutes or a summary of the meetings of the committees of the board of directors, reading the] proceedings, claims, and regulatory or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving [removed: internal and external] legal counsel confirmation letters, meeting with [removed: internal and external] legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note [removed: 12] [added: 11] to the consolidated financial statements. | | |

| *Description of the Matter* | | | As discussed in Note [removed: 15] [added: 14] to the consolidated financial statements, the Company has received [removed: certain] notices from the Internal Revenue Service (IRS) related to transfer pricing [removed: agreements] with the Company's foreign subsidiaries for certain periods examined. The IRS has [removed: stated that it will] also [removed: apply] [added: applied] its position to tax years subsequent to those examined. If the IRS prevails in its position, [removed: it could result in] [added: the Company may incur] an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical [added: and legal] merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the significant judgment required to assess management's evaluation of technical merits and the measurement of the tax [removed: position] [added: positions] based on interpretations of tax laws and legal rulings. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing [removed: agreements] and [added: related legal rulings and] to measure the benefit of those tax positions. As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating [added: legal rulings, evaluating] income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note [removed: 15] [added: 14] to the consolidated financial statements in relation to these matters. | | |

We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated January [removed: 29, 2025] [added: 28, 2026] expressed an unqualified opinion thereon.

| | | | [added: | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 35,873 | | | | | $ |] 43,889 | | | | | $ | 41,862 | |

| Marketable securities | | | [removed: 33,926] [added: 45,719] | | | | | | [removed: 23,541] [added: 33,926] | | |

| Accounts receivable, net | | | [removed: 16,994] [added: 19,769] | | | | | | [removed: 16,169] [added: 16,994] | | |

| Prepaid expenses and other current assets | | | [removed: 5,236] [added: 7,361] | | | | | | [removed: 3,793] [added: 5,236] | | |

| Total current assets | | | [removed: 100,045] [added: 108,722] | | | | | | [removed: 85,365] [added: 100,045] | | |

| Non-marketable equity [removed: securities] [added: investments] | | | [removed: 6,070] [added: 27,524] | | | | | | [removed: 6,141] [added: 6,070] | | |

| Property and equipment, net | | | [removed: 121,346] [added: 176,400] | | | | | | [removed: 96,587] [added: 121,346] | | |

| Operating lease right-of-use assets | | | [removed: 14,922] [added: 20,404] | | | | | | [removed: 13,294] [added: 14,922] | | |

| Goodwill | | | [removed: 20,654] [added: 24,534] | | | | | | 20,654 | | |

| Other assets | | | [removed: 13,017] [added: 8,437] | | | | | | [removed: 7,582] [added: 13,017] | | |

| Total assets | | | $ | [removed: 276,054] [added: 366,021] | | | | | $ | [removed: 229,623] [added: 276,054] | |

| Accounts payable | | | $ | [removed: 7,687] [added: 8,894] | | | | | $ | [removed: 4,849] [added: 7,687] | |

| Operating lease liabilities, current | | | [removed: 1,942] [added: 2,213] | | | | | | [removed: 1,623] [added: 1,942] | | |

| Accrued expenses and other current liabilities | | | [removed: 23,967] [added: 30,729] | | | | | | [removed: 25,488] [added: 23,967] | | |

| Total current liabilities | | | [removed: 33,596] [added: 41,836] | | | | | | [removed: 31,960] [added: 33,596] | | |

| Operating lease liabilities, non-current | | | [removed: 18,292] [added: 22,940] | | | | | | [removed: 17,226] [added: 18,292] | | |

| Long-term debt | | | [removed: 28,826] [added: 58,744] | | | | | | [removed: 18,385] [added: 28,826] | | |

| Long-term income taxes | | | [removed: 9,987] [added: 21,005] | | | | | | [removed: 7,514] [added: 9,987] | | |

| Other liabilities | | | [removed: 2,716] [added: 4,253] | | | | | | [removed: 1,370] [added: 2,716] | | |

| Total liabilities | | | [removed: 93,417] [added: 148,778] | | | | | | [removed: 76,455] [added: 93,417] | | |

| Common stock, $0.000006 par value; 5,000 million Class A shares authorized, [removed: 2,190] [added: 2,187] million and [removed: 2,211] [added: 2,190] million shares issued and outstanding, as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively; 4,141 million Class B shares authorized, [removed: 344] [added: 343] million and [removed: 350] [added: 344] million shares issued and outstanding, as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | — | | | | | | — | | |

| | | | Consolidation accounting for a variable interest entity | | |

| *Description of the Matter* | | | As described in Note 5 to the consolidated financial statements, the Company entered into an arrangement (the “Venture”) to co-develop a data center campus. The Company determined whether it holds a variable interest in the Venture, whether the entity in which the Company has a variable interest is a variable interest entity (“VIE”), and whether the Company is required to consolidate the entity. A VIE is consolidated by its primary beneficiary, which is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and a variable interest that absorbs losses or receives benefits from the VIE that could potentially be significant to the VIE. Auditing the Company’s determination of the primary beneficiary of the VIE was especially challenging due to the significant judgment required in determining the activities that most significantly affect the VIE’s economic performance based on the purpose and design of the entity and assessing whether the Company has the power to direct those activities. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the primary beneficiary of the VIE, including controls relating to the determination of the activities that most significantly affect the VIE’s economic performance and assessing which party has the power to direct those activities. To test the Company’s consolidation conclusion with respect to its interest in the VIE related to the Venture, our procedures included, among others, reading the relevant agreements related to the VIE to understand the purpose and design of the Venture. We audited the Company’s determination of the primary beneficiary of the VIE, including its determination of the activities that most significantly affect the Venture’s economic performance and assessing which party has the power to direct those activities. We also evaluated the appropriateness of the related disclosures included in Note 5 to the consolidated financial statements. | | |

January 28, 2026

January 28, 2026

| | | | 2025 | | | | | | 2024 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 3,368 | | | | | | — | | | | | | 3,368 | | |

| Dividends and dividend equivalents declared (1) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,421) | | | | | | (5,421) | | |

| Balances at December 31, 2025 | | | 2,530 | | | | | | $ | — | | | | | $ | 95,793 | | | | | $ | 271 | | | | | $ | 121,179 | | | | | $ | 217,243 | |

(1)Dividend per share was $2.10 and $2.00 for the years ended December 31, 2025 and 2024, respectively.

| Net income | | | $ | 60,458 | | | | | $ | 62,360 | | | | | $ | 39,098 | |

| Unrealized (gain) loss on equity investments | | | (1,138) | | | | | | (53) | | | | | | 102 | | |

| Other | | | (416) | | | | | | 140 | | | | | | 309 | | |

| Payments for held-for-sale assets | | | (2,432) | | | | | | — | | | | | | — | | |

| Proceeds from Venture distribution | | | 2,554 | | | | | | — | | | | | | — | | |

| Purchases of non-marketable equity investments | | | (18,330) | | | | | | (11) | | | | | | (1) | | |

Based on the servers and network assets placed in service as of December 31, 2024, the financial impact of this change in estimate included a reduction in depreciation expense of $2.92 billion and an increase in net income of $2.59 billion, or $1.00 per diluted share, for the year ended December 31, 2025.

These software development

In determining the valuation allowance, our accounting policy incorporates the expected impact of future years’ Corporate Alternative Minimum Tax in assessing the realizability of our deferred tax assets.

Marketable Securities

The AFS investments are carried at estimated fair value with any

Non-marketable Equity Investments

Our non-marketable equity investments include equity investments without readily determinable fair values accounted for using either the measurement alternative or the equity method.

Other non-marketable equity investments, through which we exercise significant influence but do not have control over the investee, are accounted for under the equity method.

An impairment loss is recognized when the impairment is considered other-than-temporary for equity method investments.

For the years ended December 31, 2025 and 2024, impairment for non-marketable equity investments were not material.

For additional information, see Note 5 — Non-Marketable Equity Investments and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K.

Variable Interest Entities

At the inception of each arrangement, we determine whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (VIE).

Significant judgment is required to identify the activities that most significantly affect the VIE’s economic performance, based on its purpose and design.

We assess whether we have both the power to direct those activities and the obligation to absorb the majority of the VIE’s losses or benefits.

We evaluate whether we are the primary beneficiary of the VIE, in which case we would consolidate the entity.

As of December 31, 2025, we are not the primary beneficiary of the VIEs related to our investments, and therefore the VIEs are not consolidated.

These investments are accounted for as equity method investments included within non-marketable equity investments on our consolidated balance sheet.

We continually monitor our involvement with the VIEs and will consolidate them if we become the primary beneficiary in the future.

Our estimate of useful lives represents the best estimate

be reasonably estimated.

For more information, see Note 8 —Acquisitions, Goodwill, and Intangible Assets.

As of December 31, 2025, cumulative translation gains, net of tax was not material.

The adoption of this new standard did not have a material impact on our consolidated financial statements.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

January 29, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances at December 31, 2021 | | | 2,741 | | | | | | $ | — | | | | | $ | 55,811 | | | | | $ | (693) | | | | | $ | 69,761 | | | | | $ | 124,879 | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (2,837) | | | | | | — | | | | | | (2,837) | | |

_______________________

(1)Our dividend program began in the first quarter of 2024.

| Data center assets abandonment | | | — | | | | | | (224) | | | | | | 1,341 | | |

| Other | | | 87 | | | | | | 635 | | | | | | 641 | | |

Balance Sheets Reclassifications

Certain prior period amounts on the consolidated balance sheets have been reclassified to conform to current period presentation.

- Intangible assets, net was reclassified into other assets

- Partners payable was reclassified into accrued expenses and other current liabilities

- Long-term income taxes was reclassified out of other liabilities

These reclassifications had no impact on our previously reported total assets, total liabilities, revenue, income from operations, net income or cash flows.

This change in accounting estimate will be effective beginning fiscal year 2025.

The change in carrying value, resulted from the remeasurements, is recognized in interest and other income (expense), net on our consolidated statements of income.

In addition, we also held other non-marketable equity securities accounted for under the equity method which were not material as of December 31, 2024 and 2023.

When we change the estimated

During the year ended December 31, 2024, 2023 and 2022, we recorded net impairment losses of $383 million, $2.43 billion, and $2.22 billion, respectively, in aggregate for operating lease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts.

The fair values of the impaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs.

The assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows.

income (loss) as a component of stockholders' equity.

This new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

Upon adoption, the guidance was applied retrospectively to all prior periods presented in the financial statements, which resulted in the disclosure of employee compensation costs for each reportable segment.

For additional information, see Note 16 — Segment and Geographical Information.

As of December 31, 2024, we expect $721 million of our deferred revenue to be realized in less than a year.

Note 3. Restructuring

2022 Restructuring

In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities.

These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring).

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

A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2024, 2023, and 2022, including subsequent adjustments, is as follows (in millions):

| Cost of revenue | | | $ | 31 | | | | | $ | (47) | | | | | $ | 1,495 | |

| Research and development | | | 254 | | | | | | 1,572 | | | | | | 1,719 | | |

| Marketing and sales | | | 54 | | | | | | 395 | | | | | | 638 | | |

| General and administrative | | | 50 | | | | | | 335 | | | | | | 759 | | |

| Total | | | $ | 389 | | | | | $ | 2,255 | | | | | $ | 4,611 | |

________________________

Based on such evaluation, our CEO and CFO have concluded that as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024] [added: 2025] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] the officers and directors listed below adopted, modified, or terminated trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

On November [removed: 27, 2024,] [added: 25, 2025,] Peggy Alford, a member of our board of directors, entered into a trading plan that provides for the sale of an aggregate of up to [removed: $1.2] [added: $1] million worth of shares of our Class A common stock.

The plan will terminate on November 15, [removed: 2025,] [added: 2026,] subject to early termination for certain specified events set forth in the plan.

The plan will terminate on February 20, [removed: 2026,] [added: 2027,] subject to early termination for certain specified events set forth in the plan.

References to "net shares received" below refer to net shares received by an officer after excluding any shares withheld by us to satisfy our income tax withholding and remittance obligations in connection with the net settlement of equity awards.

On November 17, 2025, Javier Olivan, our Chief Operating Officer, entered into a trading plan that provides for the sale of up to all of the net shares received during 2026 pursuant to Mr. Olivan's outstanding equity awards and any future equity award grants, as well as the sale of an aggregate of up to 43,333 shares of our Class A common stock held by Mr.

Olivan and his affiliated entities.

On November 25, 2025, Susan Li, our Chief Financial Officer, entered into a trading plan that provides for the sale of an aggregate of up to 112,273 shares of our Class A common stock and up to all of the net shares received during 2026 pursuant to Ms. Li and her spouse's outstanding equity awards and any future equity award grants.

The plan will terminate on November 24, 2026, subject to early termination for certain specified events set forth in the plan.

On November 27, 2024, Christopher K.

Cox, our Chief Product Officer, entered into a trading plan that provides for the sale of an aggregate of up to 60,000 shares of our Class A common stock.

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

Item10.Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investor.atmeta.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.

We have adopted insider trading and 10b5-1 trading plan policies and procedures applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards.

Our insider trading policy and our 10b5-1 trading plan policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.

The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Our board of directors has adopted codes of conduct applicable to all officers, directors, and employees, which are available on our website (investor.atmeta.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

We have adopted insider trading and 10b5-1 trading plan policies and procedures applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards.

Our insider trading policy and our 10b5-1 trading plan policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

[Table of](#i20db9d0a42f0408c9f8cc4709c09099f_7) [Contents](#i20db9d0a42f0408c9f8cc4709c09099f_7)

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID No. [removed: 42)](#i20db9d0a42f0408c9f8cc4709c09099f_82)] [added: 42)](#icc066a9e83ae4c46b57ee4d9dc9d7021_82)] | | | [removed: [82](#i20db9d0a42f0408c9f8cc4709c09099f_82)] [added: [83](#icc066a9e83ae4c46b57ee4d9dc9d7021_82)] | | |

| [Consolidated Balance [removed: Sheets](#i20db9d0a42f0408c9f8cc4709c09099f_85)] [added: Sheets](#icc066a9e83ae4c46b57ee4d9dc9d7021_85)] | | | [removed: [86](#i20db9d0a42f0408c9f8cc4709c09099f_85)] [added: [88](#icc066a9e83ae4c46b57ee4d9dc9d7021_85)] | | |

| [Consolidated Statements of [removed: Income](#i20db9d0a42f0408c9f8cc4709c09099f_88)] [added: Income](#icc066a9e83ae4c46b57ee4d9dc9d7021_88)] | | | [removed: [87](#i20db9d0a42f0408c9f8cc4709c09099f_88)] [added: [89](#icc066a9e83ae4c46b57ee4d9dc9d7021_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i20db9d0a42f0408c9f8cc4709c09099f_91)] [added: Income](#icc066a9e83ae4c46b57ee4d9dc9d7021_91)] | | | [removed: [88](#i20db9d0a42f0408c9f8cc4709c09099f_91)] [added: [90](#icc066a9e83ae4c46b57ee4d9dc9d7021_91)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i20db9d0a42f0408c9f8cc4709c09099f_94)] [added: Equity](#icc066a9e83ae4c46b57ee4d9dc9d7021_94)] | | | [removed: [89](#i20db9d0a42f0408c9f8cc4709c09099f_94)] [added: [91](#icc066a9e83ae4c46b57ee4d9dc9d7021_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i20db9d0a42f0408c9f8cc4709c09099f_97)] [added: Flows](#icc066a9e83ae4c46b57ee4d9dc9d7021_97)] | | | [removed: [90](#i20db9d0a42f0408c9f8cc4709c09099f_97)] [added: [92](#icc066a9e83ae4c46b57ee4d9dc9d7021_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i20db9d0a42f0408c9f8cc4709c09099f_103)] [added: Statements](#icc066a9e83ae4c46b57ee4d9dc9d7021_103)] | | | [removed: [92](#i20db9d0a42f0408c9f8cc4709c09099f_103)] [added: [94](#icc066a9e83ae4c46b57ee4d9dc9d7021_103)] | | |

| 3.1 | | | | | | [Amended and Restated Certificate of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex31.htm) [(including] [added: Incorporation (including] all amendments [removed: thereto)](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex31.htm)[.](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex31.htm)] [added: thereto).](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex31.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 3.1 | | | | | | August 1, 2024 | | | | | | | | |

| 4.6 | | | | | | [removed: [T](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm)[hird] [added: [Third] Supplemental [removed: I](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm)[ndenture,] [added: Indenture,] dated as of August 9, 2024, by and between [removed: Meta](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm) [Platforms,] [added: Meta Platforms,] Inc. and [removed: U](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm)[.S.] [added: U.S.] Bank Trust [removed: Company](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm)[,] [added: Company,] National [removed: Association](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm)[,] [added: Association,] as trustee.](https://www.sec.gov/Archives/edgar/data/1326801/000119312524197873/d876862dex41.htm) | | | | | | 8-K | | | | | | 001-35551 | | | | | | 4.1 | | | | | | August 9, 2024 | | | | | | | | |

| [removed: 4.7] [added: 4.8] | | | | | | [Description [removed: of](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm) [](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[R](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[e](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[g](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[i](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[s](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[t](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[r](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[a](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[n](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[t](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)['](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm)[s](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm) [Capital] [added: of Registrant's Capital] Stock.](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000012/meta-12312023x10kexhibit46.htm) | | | | | | 10-K | | | | | | 001-35551 | | | | | | 4.6 | | | | | | February 2, 2024 | | | | | | | | |

| 10.2(C)+ | | | | | | [Fourth Amendment to the [removed: 20](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex101.htm)[12] [added: 2012] Equity Incentive [removed: P](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex101.htm)[lan](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/meta06302024-ex101.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.1 | | | | | | August 1, 2024 | | | | | | | | |

| 10.2(D)+ | | | | | | [2012 Equity Incentive Plan forms of award [removed: agreements](https://www.sec.gov/Archives/edgar/data/1326801/000132680118000032/fb-03312018xex102.htm)[.](https://www.sec.gov/Archives/edgar/data/1326801/000132680118000032/fb-03312018xex102.htm)] [added: agreements](https://www.sec.gov/Archives/edgar/data/1326801/000132680120000048/fb-03312020xex102.htm).] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.2 | | | | | | April [removed: 26, 2018] [added: 30, 2020] | | | | | | | | |

| [removed: 10.2(E)+] [added: 10.2(F)+] | | | | | | [2012 Equity Incentive Plan forms of award agreements (Additional [removed: Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680119000009/fb-12312018x10kexhibit103.htm)] [added: Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680122000057/meta03312022-ex103.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-35551 | | | | | | [removed: 10.3(G)] [added: 10.3] | | | | | | [removed: January 31, 2019] [added: April 28, 2022] | | | | | | | | |

| [removed: 10.2(F)+] [added: 10.2(H)+] | | | | | | [2012 Equity Incentive Plan forms of award agreements (Additional [removed: Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680119000037/fb-03312019xex102.htm)] [added: Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta03312024-ex102.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.2 | | | | | | April 25, [removed: 2019] [added: 2024] | | | | | | | | |

| 10.2(G)+ | | | | | | [2012 Equity Incentive Plan forms of award agreements (Additional [removed: Forms)](https://www.sec.gov/Archives/edgar/data/1326801/000132680120000048/fb-03312020xex102.htm).] [added: Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000067/meta03312023-ex101.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | April [removed: 30, 2020] [added: 27, 2023] | | | | | | | | |

| [removed: 10.2(H)+] [added: 10.2(E)+] | | | | | | [2012 Equity Incentive Plan forms of award agreements (Additional Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680121000049/fb-06302021xex102.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.2 | | | | | | July 29, 2021 | | | | | | | | |

| [removed: 10.2(I)+] [added: 10.2(J)+] | | | | | | [removed: [2012] [added: [2025] Equity Incentive Plan forms of [removed: award agreements (Additional Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680122000057/meta03312022-ex103.htm)] [added: award](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex102.htm) [agreements](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex102.htm)[.](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex102.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: April 28, 2022] [added: July 31, 2025] | | | | | | | | |

| [removed: 10.2(J)+] [added: 10.2(I)+] | | | | | | [removed: [2012] [added: [2025] Equity Incentive [removed: Plan forms of award agreements (Additional Forms).](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000067/meta03312023-ex101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex101.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.1 | | | | | | [removed: April 27, 2023] [added: July 31, 2025] | | | | | | | | |

| 10.3+ | | | | | | [Amended and Restated Bonus Plan, effective January 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000103/meta-09302023xex101.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/1326801/000132680125000054/meta-03312025xex101.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.1 | | | | | | [removed: October 26, 2023] [added: May 1, 2025] | | | | | | | | |

| [removed: 10.4+] [added: 10.5+] | | | | | | [Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.](https://www.sec.gov/Archives/edgar/data/1326801/000119312512046715/d287954dex106.htm) | | | | | | S-1 | | | | | | 333-179287 | | | | | | 10.6 | | | | | | February 8, 2012 | | | | | | | | |

| [removed: 10.5+] [added: 10.6+] | | | | | | [Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox.](https://www.sec.gov/Archives/edgar/data/1326801/000132680121000033/fb-03312021xex101.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.1 | | | | | | April 29, 2021 | | | | | | | | |

| [removed: 10.6+] [added: 10.7+] | | | | | | [Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan.](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000013/meta-12312022x10kexhibit108.htm) | | | | | | 10-K | | | | | | 001-35551 | | | | | | 10.8 | | | | | | February 2, 2023 | | | | | | | | |

| [removed: 10.7+] [added: 10.8+] | | | | | | [Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth.](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000067/meta-03312023xex103.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.3 | | | | | | April 27, 2023 | | | | | | | | |

| [removed: 10.8+] [added: 10.9+] | | | | | | [Offer Letter, dated November 1, 2022, between Registrant and Susan Li.](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000067/meta-03312023xex104.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.4 | | | | | | April 27, 2023 | | | | | | | | |

| [removed: 10.9+] [added: 10.10+] | | | | | | [Form of Executive Officer Offer Letter.](https://www.sec.gov/Archives/edgar/data/1326801/000132680119000055/exhibit103-formofexeco.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.3 | | | | | | July 25, 2019 | | | | | | | | |

| [removed: 10.10+] [added: 10.11+] | | | | | | [Director Compensation Policy, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000067/meta-03312023xex105.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex103.htm)] | | | | | | 10-Q | | | | | | 001-35551 | | | | | | [removed: 10.5] [added: 10.3] | | | | | | [removed: April 27, 2023] [added: July 31, 2025] | | | | | | | | |

| [removed: 10.11+] [added: 10.12+] | | | | | | [added: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex104.htm)] [Deferred Compensation Plan for Non-Employee [removed: Directors](https://www.sec.gov/Archives/edgar/data/1326801/000132680123000013/meta-12312022x10kex1012.htm).] [added: Directors](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex104.htm)[.](https://www.sec.gov/Archives/edgar/data/1326801/000162828025036791/meta06302025-ex104.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-35551 | | | | | | [removed: 10.12] [added: 10.4] | | | | | | [removed: February 2, 2023] [added: July 31, 2025] | | | | | | | | |

| [removed: 10.12+] [added: 10.13+] | | | | | | [Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg.](https://www.sec.gov/Archives/edgar/data/1326801/000132680121000033/fb-03312021xex102.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.2 | | | | | | April 29, 2021 | | | | | | | | |

| [removed: 10.13+*] [added: 10.14+*] | | | | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta-03312024xex101.htm)[ircraft] [added: [Aircraft] Time Sharing Agreement, dated March 27, 2024, [removed: betwe](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta-03312024xex101.htm)[en R](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta-03312024xex101.htm)[egistra](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta-03312024xex101.htm)[nt] [added: between Registrant] and Mark Zuckerberg.](https://www.sec.gov/Archives/edgar/data/1326801/000132680124000049/meta-03312024xex101.htm) | | | | | | 10-Q | | | | | | 001-35551 | | | | | | 10.1 | | | | | | April 25, 2024 | | | | | | | | |