Item 1. Financial Statements

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Item 1. Financial Statements

META PLATFORMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except number of shares and par value)

(Unaudited)

June 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$15,462$35,873
Marketable securities74,79845,719
Accounts receivable, net21,75219,769
Prepaid expenses and other current assets13,4637,361
Total current assets125,475108,722
Non-marketable equity investments30,15727,524
Property and equipment, net225,724176,400
Operating lease right-of-use assets23,98520,404
Goodwill23,40624,534
Other assets21,2098,437
Total assets$449,956$366,021
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$15,889$8,894
Operating lease liabilities, current2,4252,213
Accrued expenses and other current liabilities38,06530,729
Total current liabilities56,37941,836
Operating lease liabilities, non-current26,22922,940
Long-term debt83,66458,744
Long-term income taxes18,32621,005
Other liabilities4,1374,253
Total liabilities188,735148,778
Commitments and contingencies
Stockholders' equity:
Common stock and additional paid-in capital, $0.000006 par value; 5,000 million Class A shares authorized, 2,206 million and 2,187 million shares issued and outstanding, as of June 30, 2026 and December 31, 2025, respectively; 4,141 million Class B shares authorized, 342 million and 343 million shares issued and outstanding, as of June 30, 2026 and December 31, 2025, respectively103,98195,793
Accumulated other comprehensive income (loss)(603)271
Retained earnings157,843121,179
Total stockholders' equity261,221217,243
Total liabilities and stockholders' equity$449,956$366,021

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$60,801$47,516$117,111$89,830
Costs and expenses:
Cost of revenue11,3308,49121,54916,063
Research and development21,65612,94239,35425,092
Marketing and sales3,4312,9796,3395,735
General and administrative5,6092,6638,2224,943
Total costs and expenses42,02627,07575,46451,833
Income from operations18,77520,44141,64737,997
Interest and other income (expense), net(19)93(1,139)919
Income before income taxes18,75620,53440,50838,916
Provision (benefit) for income taxes2,9082,197(2,113)3,935
Net income$15,848$18,337$42,621$34,981
Earnings per share:
Basic$6.23$7.28$16.79$13.87
Diluted$6.18$7.14$16.62$13.56
Weighted-average shares used to compute earnings per share:
Basic2,5432,5182,5382,522
Diluted2,5662,5702,5652,580

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income$15,848$18,337$42,621$34,981
Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of tax(131)1,866(523)2,760
Change in unrealized gain (loss) on available-for-sale investments and other, net of tax(169)228(351)566
Comprehensive income$15,548$20,431$41,747$38,307

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In millions, except per share amounts)

(Unaudited)

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Class A and Class B Common Stock and Additional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders' EquityClass A and Class B Common Stock and Additional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Stockholders' Equity
SharesAmountSharesAmount
Balances at beginning of period2,538$99,337$(303)$144,647$243,6812,523$85,568$(1,865)$101,326$185,029
Net income———15,84815,848———18,33718,337
Other comprehensive income (loss)——(300)—(300)——2,094—2,094
Issuance of common stock16————15————
Shares withheld related to net share settlement(6)(3,014)—(1,267)(4,281)(5)(1,906)—(2,204)(4,110)
Share-based compensation—7,658——7,658—4,834——4,834
Share repurchases—————(17)——(9,762)(9,762)
Dividends and dividend equivalents declared ($0.525 per share)———(1,385)(1,385)———(1,349)(1,349)
Other————————(3)(3)
Balances at end of period2,548$103,981$(603)$157,843$261,2212,516$88,496$229$106,345$195,070
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Class A and Class B Common Stock and Additional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Stockholders' EquityClass A and Class B Common Stock and Additional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Stockholders' Equity
SharesAmountSharesAmount
Balances at beginning of period2,530$95,793$271$121,179$217,2432,534$83,228$(3,097)$102,506$182,637
Net income———42,62142,621———34,98134,981
Other comprehensive income (loss)——(874)—(874)——3,326—3,326
Issuance of common stock32————31————
Shares withheld related to net share settlement(14)(5,502)—(3,202)(8,704)(13)(3,713)—(5,280)(8,993)
Share-based compensation—13,690——13,690—8,981——8,981
Share repurchases—————(36)——(23,159)(23,159)
Dividends and dividend equivalents declared ($1.05 per share)———(2,755)(2,755)———(2,691)(2,691)
Other————————(12)(12)
Balances at end of period2,548$103,981$(603)$157,843$261,2212,516$88,496$229$106,345$195,070

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Six Months Ended June 30,
20262025
Cash flows from operating activities
Net income$42,621$34,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization12,3558,242
Share-based compensation13,6908,981
Deferred income taxes1,568(2,163)
Unrealized loss on equity investments1,185320
Other(73)(376)
Changes in assets and liabilities:
Accounts receivable(2,273)1,466
Prepaid expenses and other current assets(3,230)686
Other assets(2,535)(242)
Accounts payable(354)(574)
Accrued expenses and other current liabilities5,662(3,338)
Other liabilities(4,528)1,604
Net cash provided by operating activities64,08849,587
Cash flows from investing activities
Purchases of property and equipment(49,113)(29,479)
Purchases of marketable securities(75,592)(19,509)
Sales and maturities of marketable securities44,03619,057
Purchases of non-marketable equity investments(1,670)(15,214)
Payments for held-for-sale assets(674)(775)
Acquisitions of businesses and intangible assets(474)(62)
Other investing activities15614
Net cash used in investing activities(83,331)(45,968)
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards(8,704)(8,993)
Repurchases of Class A common stock—(22,921)
Payments for dividends and dividend equivalents(2,699)(2,656)
Proceeds from issuance of long-term debt, net24,910—
Principal payments on finance leases(1,805)(1,225)
Other financing activities(2,288)323
Net cash provided by (used in) financing activities9,414(35,472)
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents—243
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents(9,829)(31,610)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of the period39,10045,438
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of the period$29,271$13,828

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Six Months Ended June 30,
20262025
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents$15,462$12,005
Restricted cash and restricted cash equivalents, included in prepaid expenses and other current assets702161
Restricted cash and restricted cash equivalents, included in other assets13,1071,662
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$29,271$13,828
Supplemental cash flow data
Cash paid for income taxes, net$1,999$5,544
Cash paid for interest, net of amounts capitalized$1,097$478
Non-cash investing and financing activities:
Property and equipment in accounts payable and accrued expenses and other current liabilities$19,502$10,618
Acquisition of businesses and intangible assets in accounts payable, accrued expenses and other current liabilities, and other liabilities$2,172$132
Non-marketable equity investments in accrued expenses and other current liabilities$—$651
Repurchases of Class A common stock in accrued expenses and other current liabilities$—$131

See Accompanying Notes to Condensed Consolidated Financial Statements.

META PLATFORMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The condensed consolidated financial statements include the accounts of Meta Platforms, Inc. and its subsidiaries where we have controlling financial interests. All intercompany balances and transactions have been eliminated.

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year.

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of non-marketable equity investments, valuation of long-lived assets and their associated estimated useful lives, revenue recognition, valuation of goodwill, credit losses of available-for-sale debt securities, accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2025.

Accounting Pronouncements Not Yet Adopted

In May 2026, the FASB issued Accounting Standards Update (ASU) No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This standard establishes guidance for the recognition, measurement and disclosure of environmental credits and environmental credit obligations. The guidance will be effective for the annual periods beginning the year ending December 31, 2028 and interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance is required to be applied on a retrospective basis. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

Note 2. Revenue

Revenue disaggregated by revenue source and by segment consists of the following (in millions):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Advertising$59,363$46,563$114,387$87,955
Other revenue1,0075831,8911,093
Family of Apps60,37047,146116,27889,048
Reality Labs431370833782
Total revenue$60,801$47,516$117,111$89,830

Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
United States and Canada$23,863$18,454$45,129$35,323
Europe (1)14,00911,12827,24920,749
Asia-Pacific16,07312,85831,51824,097
Rest of World (1)6,8565,07613,2159,661
Total revenue$60,801$47,516$117,111$89,830

(1)Europe includes Russia and Turkey. Rest of World includes Africa, Latin America, and the Middle East.

Deferred revenue was $1.16 billion and $1.08 billion as of June 30, 2026 and December 31, 2025, respectively. Our deferred revenue mostly relates to advertising prepayments and credits, as well as software updates and upgrades associated with Reality Labs hardware sales, the substantial majority of which are expected to be realized in less than a year.

Note 3. Earnings per Share

The holders of our Class A and Class B common stock (together, "common stock") have identical liquidation and dividend rights but different voting rights. Accordingly, we present the earnings per share (EPS) for Class A and Class B common stock together.

Basic EPS is computed by dividing net income by the weighted-average number of shares of our common stock outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of fully diluted common stock outstanding and assumes the conversion of our Class B common stock to Class A common stock.

For the three and six months ended June 30, 2026, approximately 60 million and 47 million shares, respectively, were excluded from the diluted EPS calculation as including them would have an anti-dilutive effect. For both the three and six months ended June 30, 2025, shares with an anti-dilutive effect were approximately 1 million.

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per share amounts):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Basic EPS:
Numerator
Distributed earnings$1,353$1,327$2,699$2,656
Undistributed earnings14,49517,01039,92232,325
Net income$15,848$18,337$42,621$34,981
Denominator
Shares used in computation of basic EPS (1)2,5432,5182,5382,522
Basic EPS$6.23$7.28$16.79$13.87
Diluted EPS:
Numerator
Net income for diluted EPS$15,848$18,337$42,621$34,981
Denominator
Shares used in computation of basic EPS (1)2,5432,5182,5382,522
Effect of dilutive shares23522758
Shares used in computation of diluted EPS2,5662,5702,5652,580
Diluted EPS$6.18$7.14$16.62$13.56

(1)Includes 2,201 million and 2,175 million shares of Class A common stock and 342 million and 343 million shares of Class B common stock, for the three months ended June 30, 2026 and 2025, respectively; and 2,196 million and 2,179 million shares of Class A common stock and 342 million and 343 million shares of Class B common stock, for the six months ended June 30, 2026 and 2025, respectively.

EPS for Class B common stock is not presented separately as under the two-class method Class A and Class B EPS is not meaningfully different.

Note 4. Financial Instruments

Fair Value Measurements

Our cash equivalents, marketable securities, and restricted cash equivalents are classified within Level 1 or Level 2 of the fair value hierarchy because their fair values are derived from quoted market prices or alternative pricing sources and models utilizing market observable inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity.

The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions):

Fair Value Measurement at Reporting Date Using
June 30, 2026Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds$5,223$5,223$—$—
U.S. government securities2,0772,077——
Time deposits350—350—
Corporate debt securities4,483—4,483—
Total cash equivalents12,1337,3004,833—
Marketable securities:
U.S. government securities41,72441,724——
U.S. government agency securities940940——
Corporate debt securities28,591—28,591—
Marketable equity securities3,5433,543——
Total marketable securities74,79846,20728,591—
Restricted cash equivalents13,55413,554——
Other assets114——114
Total$100,599$67,061$33,424$114
Fair Value Measurement at Reporting Date Using
December 31, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds$27,928$27,928$—$—
U.S. government securities1,6231,623——
Time deposits328—328—
Corporate debt securities1,603—1,603—
Total cash equivalents31,48229,5511,931—
Marketable securities:
U.S. government securities21,48321,483——
U.S. government agency securities767767——
Corporate debt securities17,477—17,477—
Marketable equity securities5,9925,992——
Total marketable securities45,71928,24217,477—
Restricted cash equivalents2,5392,539——
Other assets106——106
Total$79,846$60,332$19,408$106

Restricted Cash Equivalents

As of June 30, 2026, our restricted cash equivalents of $13.55 billion include $10.80 billion of money market funds related to escrow requirements under certain multi-year infrastructure purchase agreements. These funds are restricted from general corporate use and are expected to be released between 2028 and 2030 upon satisfying the underlying purchase obligations. Based on the expected timing of the release of these restrictions, substantially all of our restricted cash equivalents were classified within other assets on our condensed consolidated balance sheets. See Note 9 — Commitments and Contingencies for additional information.

Marketable Debt Securities

The following tables summarize our available-for-sale marketable debt securities with unrealized losses as of June 30, 2026 and December 31, 2025, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):

June 30, 2026
Less than 12 months12 months or greaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. government securities$38,575$(107)$212$(3)$38,787$(110)
U.S. government agency securities407(3)25—432(3)
Corporate debt securities12,413(45)574(5)12,987(50)
Total$51,395$(155)$811$(8)$52,206$(163)
December 31, 2025
Less than 12 months12 months or greaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. government securities$1,491$(2)$1,570$(18)$3,061$(20)
U.S. government agency securities17—25—42—
Corporate debt securities1,213(1)1,534(20)2,747(21)
Total$2,721$(3)$3,129$(38)$5,850$(41)

As of June 30, 2026 and December 31, 2025, the gross unrealized gains on our marketable debt securities were not material and $300 million, respectively, and the allowance for credit losses were not material for both periods.

The following table classifies our marketable debt securities by contractual maturities (in millions):

June 30, 2026
Due within one year$44,551
Due after one year to five years26,704
Total$71,255

Marketable Equity Securities

The net unrealized losses on our marketable equity securities were $733 million and $511 million for the three months ended June 30, 2026 and 2025, respectively; and $2.30 billion and $374 million for the six months ended June 30, 2026 and 2025, respectively. These losses are recorded within interest and other income (expense), net on our condensed consolidated statements of income.

Note 5. Non-Marketable Equity Investments

Our non-marketable equity investments are in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity investments under measurement alternative and equity method (in millions):

June 30, 2026December 31, 2025
Initial cost$20,816$20,271
Cumulative upward adjustments559429
Cumulative impairment/downward adjustments(624)(624)
Non-marketable equity investments under measurement alternative20,75120,076
Non-marketable equity investments under equity method9,4067,448
Total carrying value of non-marketable equity investments$30,157$27,524

Non-Marketable Equity Investments Under Equity Method

Our non-marketable equity method investments include an arrangement, entered into in October 2025, to co-develop a data center campus in Louisiana (the Venture), in which we hold a 20% membership interest. This Venture provides strategic optionality and flexibility, which we expect will enable us to effectively meet future infrastructure capacity needs as AI markets and technologies develop. The parties have committed to fund their respective pro rata share of approximately $27 billion in total estimated development costs.

Our lease agreements with the Venture, which cover the right to use properties on the data center campus, will commence in 2029 and have an aggregate initial lease commitment of approximately $12.31 billion. Each leased property has an initial four-year lease term and options to renew for a total lease period of up to 20 years. In addition, we have provided residual value guarantees (RVG) with an aggregate threshold of approximately $28 billion that decreases over time. If we decide to terminate or not renew a lease, and if certain other conditions are met, our maximum RVG payment would equal

any shortfall between the fair value at that time and the RVG threshold for that property. RVG payments are not probable, and therefore no liability has been recorded to date.

Significant judgment is required to identify the activities that most significantly impact the Venture's economic performance based upon the purpose and design of the entity. This judgment included, but was not limited to, considering future conditions that may impact the fair value of the Venture's long-lived assets (including expectations of payments under the RVG) or the Venture's ability to generate cash flows. On the basis of analyses performed, decisions pertaining to remarketing the data center campus, including but not limited to, negotiations with future lease tenants and individual property sales, were determined to have the most significant impact on the Venture's economic performance. As we do not have the power to direct the activities that most significantly impact the Venture's economic performance, we are not the primary beneficiary and, therefore, do not consolidate the variable interest entity (VIE). Our ongoing involvement with the VIE includes providing construction management, administrative and property management services to the Venture.

As of June 30, 2026 and December 31, 2025, the carrying value of our equity investment included within non-marketable equity investments on our condensed consolidated balance sheets was $2.92 billion and $1.83 billion, respectively, and our maximum exposure to loss related to the Venture was $46.03 billion and $45.95 billion, respectively, consisting of the carrying value of our equity investment, the lease commitments, our estimated future funding commitments, and the maximum RVG threshold.

In addition, we have other types of unconsolidated VIEs of which we are not the primary beneficiary. As of June 30, 2026 and December 31, 2025, our maximum exposure to loss in these VIEs was $6.41 billion and $5.58 billion, respectively, which represents the carrying value of our investments, including our share of net earnings from the equity method investees.

Note 6. Property and Equipment

Property and equipment, net consists of the following (in millions):

June 30, 2026December 31, 2025
Land$3,667$3,687
Servers and network assets119,68398,040
Buildings61,03755,568
Leasehold improvements8,4648,346
Equipment and other10,2099,377
Finance lease right-of-use assets9,4678,187
Construction in progress (1)80,34550,521
Property and equipment, gross292,872233,726
Less: Accumulated depreciation(67,148)(57,326)
Property and equipment, net$225,724$176,400

(1)Construction in progress includes costs mostly related to construction of data centers, servers and network infrastructure.

Depreciation expense on property and equipment was $6.00 billion and $4.28 billion for the three months ended June 30, 2026 and 2025, respectively, and $11.67 billion and $8.12 billion for the six months ended June 30, 2026 and 2025, respectively. Within property and equipment, our servers and network assets depreciation expense was $4.62 billion and $3.12 billion for the three months ended June 30, 2026 and 2025, respectively, and $9.01 billion and $5.74 billion for the six months ended June 30, 2026 and 2025, respectively.

Held-for-sale Assets

In March 2026, we approved a plan to dispose of certain data center assets with a carrying value of $1.48 billion, consisting mostly of construction in progress and land. We expect to dispose of these assets in the third quarter of 2026 through a contribution to a third party for the purpose of co-developing data centers in El Paso, Texas. As of June 30, 2026, total held-for-sale assets, net, were $2.03 billion, included within prepaid expenses and other current assets on our condensed consolidated balance sheets. See Note 13 — Subsequent Event for additional information.

Note 7. Acquisitions and Goodwill

The following table presents the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2026 (in millions):

Family of AppsReality LabsTotal
December 31, 2025$23,028$1,506$24,534
Acquisitions41—41
Reclassified to held-for-sale(1,266)—(1,266)
Adjustments96197
June 30, 2026$21,899$1,507$23,406

During the second quarter of 2026, we reclassified $1.27 billion of goodwill to held-for-sale within prepaid expenses and other current assets on our condensed consolidated balance sheets. No impairment loss was recognized upon reclassification.

Note 8. Long-term Debt

In May 2026, we issued an aggregate of $25.00 billion of fixed-rate senior unsecured notes in six series. The following table summarizes our fixed-senior unsecured notes (the Notes) and the carrying amount of our long-term debt (in millions, except percentages):

MaturityStated Interest RateEffective Interest RateJune 30, 2026December 31, 2025
August 2022 Notes2027 - 20623.50% - 4.65%3.63% - 4.71%$10,000$10,000
May 2023 Notes2028 - 20634.60% - 5.75%4.68% - 5.79%8,5008,500
August 2024 Notes2029 - 20644.30% - 5.55%4.42% - 5.60%10,50010,500
November 2025 Notes2030 - 20654.20% - 5.75%4.27% - 5.77%30,00030,000
May 2026 Notes2031 - 20664.55% - 6.45%4.60% - 6.48%25,000—
Total face amount of long-term debt84,00059,000
Unamortized discount and issuance costs, net(336)(256)
Long-term debt$83,664$58,744

Each series of the Notes ranks equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the Notes was $754 million and $1.29 billion for the three and six months ended June 30, 2026, respectively, and $232 million and $463 million for the three and six months ended June 30, 2025, respectively.

The total estimated fair value of our outstanding Notes was $79.75 billion and $57.22 billion as of June 30, 2026 and December 31, 2025, respectively. The fair value was determined based on the quoted prices at the end of the reporting periods and categorized as Level 2 in the fair value hierarchy.

As of June 30, 2026, future principal payments for the Notes, by year, are as follows (in millions):

Remainder of 2026$—
20272,750
20281,500
20291,000
20305,000
Thereafter73,750
Total$84,000

Note 9. Commitments and Contingencies

Leases and Contractual Commitments

In addition to the lease liabilities that are included on our balance sheet, we have operating and finance leases that have not yet commenced as of June 30, 2026. These lease obligations were approximately $278.99 billion, consisting of data centers, colocations, and certain network infrastructure, which will commence during the remainder of 2026 through 2036 with lease terms ranging from greater than one year to 30 years. In July 2026, we entered into additional data center leases with lease obligations of approximately $68 billion, which are expected to commence in 2027 and 2028, with lease terms of 18 to 20 years.

As of June 30, 2026, we had $349.31 billion of non-cancelable contractual commitments, comprising both short-term and long-term arrangements. These commitments mostly relate to third-party cloud capacity arrangements and investments in servers and network infrastructure, data centers, and consumer hardware products in Reality Labs, with approximately $53.52 billion and $81.65 billion due in 2026 and 2027, respectively. In addition, as of June 30, 2026, we have contingent obligations to purchase up to $14.72 billion of cloud capacity over a five-year period, which may be reduced if the cloud service provider is able to sell such capacity to other customers. For agreements with variable terms, we do not estimate the total obligation beyond minimum quantities and/or pricing, as of the reporting date.

In connection with escrow requirements under certain multi-year infrastructure purchase agreements, $10.80 billion of money market funds was reclassified as restricted cash equivalents as of June 30, 2026. These funds are restricted from general corporate use and are expected to be released between 2028 and 2030 upon satisfying the underlying purchase obligations. See Note 4 — Financial Instruments for additional information regarding restricted cash equivalents.

As part of the normal course of business, we have entered into agreements ranging from nine to 25 years to purchase clean and renewable energy that do not specify a fixed or minimum volume commitment. The ultimate spend under these agreements may vary and will be based on actual volume purchased.

Legal and Related Matters

With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. Unless otherwise noted, with respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate.

We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure or perceived failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other

matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and condensed consolidated financial statements.

The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

For information regarding income tax contingencies, see Note 11 — Income Taxes.

Privacy and Related Matters

Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provided for a payment of $725 million by 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 attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. In addition, in December 2025, we entered into a settlement agreement with California to resolve its lawsuit alleging violations of consumer protection laws, which was approved by the court in California in March 2026. Certain other state attorneys general inquiries and litigation and certain government inquiries in other jurisdictions remain ongoing. On June 1, 2023, the court presiding over the lawsuit filed by the District of Columbia granted our motion for summary judgment, resolving the case in our favor. On June 29, 2023, the District of Columbia filed a notice of appeal. 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. The New Mexico Attorney General has indicated that they intend to seek up to $62.85 billion in penalties in this case.

On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we then appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. Our motion for a stay pending appeal was denied in March 2024. 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, and briefing was completed in May 2026.

On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our

motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the government filed a renewed motion to dismiss, which was fully briefed as of October 18, 2024. 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. On June 9, 2026, the district court continued the stay and ordered the parties to file a status update due the earlier of 30 days after a decision in the jurisdictional case, or September 8, 2026.

On April 1, 2024, we filed our response to the FTC's Order to Show Cause, arguing, among other things, that the Order to Show Cause proceeding was legally improper. Per FTC orders, we completed briefing on threshold legal issues on July 18, 2024, and the FTC held oral argument before the Commissioners on those issues on November 12, 2024. On January 10, 2025, the Commission issued a decision on certain threshold legal issues, including that the Commission has statutory authority to modify consent orders. The Commission stated that its decision is subject to Meta's jurisdictional challenges then pending before the U.S. Court of Appeals for the District of Columbia Circuit in U.S. v. Facebook, Inc., and that the nature and scope of any further administrative proceedings would be addressed at a later date. 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. Through the administrative process, the FTC could amend the order to impose the additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful.

We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, issue similar notifications to European regulators under 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. For example, the IDPC is continuing to assess the compliance of our "subscription for no ads" consent model with requirements under the GDPR. In addition, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR €1.2 billion as well as corrective orders, which is described further in "Legal Proceedings" contained in Part II, Item 1 of this Quarterly Report on Form 10-Q. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. 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. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate. 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.

Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the Santa Clara County Superior Court). These cases are in different stages, but several of our motions to dismiss have been denied in whole or in part, while certain others have been granted in whole or in part. In Rickwalder, the Superior Court denied plaintiffs' motion for class certification and the plaintiffs have appealed that decision. In Meta Pixel Tax Filing Cases, on March 30, 2026, the U.S. District Court for the Northern District of California denied plaintiffs' motion for class certification. 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 1.25 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 and Canada, as well as regulatory investigations in the United States, Europe, and elsewhere, relating to similar matters with regard to our business tools.

Competition

We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. On April 5, 2024, we filed our motion for summary judgment and the FTC filed its opposition and its own motion for partial summary judgment on May 24, 2024. On November 13, 2024, the court granted in part and denied in part both our and the FTC's motions for summary judgment. 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. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On December 30, 2024, we filed our motion for summary judgment in the putative class action brought on behalf of certain advertisers, which is pending with the court. 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 October 27, 2025, plaintiffs in the user action filed a notice of appeal.

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. Trial is scheduled to begin in October 2028.

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). Trial is scheduled for October 2026. In addition, on April 29, 2025, a similar unfair competition claim was filed against us by 67 media companies in France, with an additional 34 plaintiffs intervening subsequently (Amaury et al. v. Meta Platforms Ireland Limited). Trial is expected to take place in 2027.

In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules. On November 18, 2024, the European Commission issued a decision that Meta infringed Article 102 on the Treaty of the Functioning of the European Union in relation to certain alleged business practices relating to Facebook Marketplace and imposed a fine of approximately EUR €798 million. We appealed the European Commission's decision on January 28, 2025.

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

not comply with such requirements and imposed a fine of EUR €200 million. Based on feedback from the European Commission in connection with the DMA, we launched less personalized ads (LPA) in November 2024 and made significant modifications to LPA since the European Commission issued its final decision. We appealed the European Commission's decision on July 4, 2025, 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.

In December 2025, the European Commission opened an antitrust investigation into our policy of not allowing general purpose AI providers to use the WhatsApp Business API to provide chatbot services, a use which was not a permitted use under our terms of service. While its investigation remains ongoing, in June 2026, the European Commission imposed an interim measure requiring WhatsApp to offer access to the API for free for such general purpose AI providers. We intend to appeal that interim measure. There are similar competition investigations in Africa, Brazil, and Turkey.

Securities and Other Actions

Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17, 2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case. We filed a petition for writ of certiorari on March 4, 2024 with the U.S. Supreme Court, seeking review of the Ninth Circuit's order. The Supreme Court granted in part our petition for writ of certiorari on June 10, 2024, and following oral argument issued an order on November 22, 2024 dismissing the grant of certiorari as improvidently granted. On January 24, 2025, the U.S. Court of Appeals for the Ninth Circuit returned the case to the district court. On July 1, 2025, the plaintiffs filed a fourth amended complaint. On September 2, 2025, we filed a motion to dismiss the fourth amended complaint. On February 27, 2026, the district court granted in part and denied in part our motion to dismiss the fourth amended complaint.

We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same matters, and seeking unspecified damages (In re Meta Platforms, Inc., Securities Litigation). On September 30, 2024, the court dismissed certain claims with leave to amend, but determined certain claims regarding content enforcement practices and user well-being could proceed against us and certain of our current and former directors and officers. On February 13, 2026, the plaintiffs filed a second amended complaint asserting the same and similar claims regarding content enforcement practices and user well-being, as well as additional claims regarding encryption and age verification practices and previously dismissed claims regarding our algorithms. On March 30, 2026, we filed a motion to dismiss the second amended complaint.

Youth-Related Actions

Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts 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, Canada, Europe, and 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 and/or Canada based on similar allegations. On October 6, 2022, the U.S. federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation). Beginning in March 2023, U.S. states and territories began filing lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA), child sexual abuse material and other child safety concerns, as well as violations of state consumer protection laws, unfair business practices, public nuisance, and products liability, with proceedings focused on our alleged business practices (including the use of end-to-end encryption) and harms to users under 18 years old. Certain of the lawsuits described above have since expanded to include various other claims relating to our services, including with respect to age verification, AI and AI chatbots, deceptive advertising, illicit or illegal activity with respect to drugs, fraud, and firearms, and privacy-related matters, among others. These lawsuits seek damages, disgorgement, and/or civil penalties and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. Trial in the first of the personal injury cases began on January 27, 2026 in Judicial Council Coordination Proceeding No. 5255 pending in Los Angeles County California Superior Court. On March 25, 2026, a jury returned a verdict in the first bellwether trial and awarded $6 million in compensatory and punitive damages between us and YouTube, allocated 70% to us and 30% to YouTube. We have filed a notice of appeal. The second user bellwether trial was scheduled to begin on July 27, 2026. The plaintiff moved to dismiss the case and vacate the trial date, which the court has granted. The next two user bellwether trials are scheduled to begin on October 28, 2026. Trial in the first of the state attorneys general cases began on February 2, 2026 in the First Judicial District Court of New Mexico, in a case brought by the New Mexico Attorney General. On March 24, 2026, a jury returned a verdict against us and ordered that we pay a civil penalty of $375 million. A bench trial on the New Mexico Attorney General's public nuisance claim and request for injunctive relief was held in May 2026. Following that trial, the New Mexico Attorney General is seeking $953 million in abatement costs and a broad set of injunctive terms, which include requests for extensive changes to the manner in which we provide our services in New Mexico. The court has not yet issued a decision. Trials in other state attorneys general cases are currently scheduled or expected to be scheduled in the second half of 2026 or in 2027. Trial in the Tennessee Attorney General's case began on July 20, 2026. In the multidistrict litigation (In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation), trial is scheduled to begin on August 12, 2026, for the first trial for the state attorneys general that have filed state and federal claims. This trial relates to claims asserted by four states and a federal claim for disgorgement asserted by all 29 state attorneys general who have sued in the multidistrict litigation. In the multidistrict litigation (In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation), we entered into a settlement to resolve the first school district bellwether case in May 2026. The next school district bellwether case is scheduled for trial in February 2027. Across the cases described above, the damages, disgorgement, or penalties that plaintiffs have indicated they could seek range widely in amount, including in certain cases up to more than a trillion dollars. Plaintiffs in these matters are also seeking varied injunctive relief, including in some cases extensive changes to our business practices or the manner in which we provide our services and third-party oversight. In addition, beginning in November 2024, counsel for over two hundred thousand individual claimants have sent mass arbitration demands relating to "social media addiction" and related harms allegedly caused by Instagram.

We are also subject to government investigations and requests from multiple regulators in various jurisdictions globally concerning the use of our products and services, compliance with applicable laws, and the alleged mental and physical health and safety and privacy impacts on users, particularly younger users, as well as the accuracy of our statements about youth and parental features. On May 16, 2024, the European Commission opened formal proceedings assessing our compliance with certain requirements under Articles 28, 34, and 35 of the Digital Services Act (DSA), including the way in which we identified, assessed, and mitigated against certain systemic risks to minors and other vulnerable users that may stem from the design and functioning of Instagram and Facebook. On April 29, 2026 and July 10, 2026, respectively, the Commission issued preliminary findings with respect to some of these topics, reflecting its preliminary view that users under 13 years of age are present on Facebook and Instagram and that both platforms present potentially addictive design features, calling into question our compliance with the obligations to diligently assess systemic risks, effectively mitigate such risks, and to overall ensure a high level of protection of minors. We have an opportunity to respond to the preliminary findings, and would also have an opportunity to appeal a final decision by the Commission.

Other Actions

Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of

the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On March 21, 2024, the U.S. Court of Appeals for the Ninth Circuit affirmed in part and reversed in part the order granting class certification. On May 3, 2024, we filed a petition for panel rehearing and rehearing en banc, which was denied by the Ninth Circuit. We filed a petition for a writ of certiorari with the U.S. Supreme Court on October 2, 2024, which was denied. We then moved to compel arbitration, which the district court denied. We appealed the denial of our motion to compel arbitration to the Ninth Circuit on December 3, 2025. The matter is stayed in district court pending resolution of our appeal.

Beginning on July 7, 2023, multiple cases, including putative class actions, were filed against us in the United States and elsewhere, alleging that we improperly acquired, distributed, and used various copyrighted materials and/or other types of data to train our artificial intelligence models and seeking unspecified damages and injunctive relief. In the United States, statutory damages for copyright liability are calculated on a per work basis, which may result in substantial damages, particularly given the large volumes of data required to train AI models. The cases in the United States, which were filed in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc., Chabon, et al. v. Meta Platforms, Inc. and Farnsworth v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California), have been consolidated into Kadrey, et al. v. Meta Platforms, Inc. Motions for summary judgment were heard in this case on May 1, 2025, including on the issue of the applicability of the fair use defense to use of copyrighted books for generative AI model training. On June 25, 2025, the court granted our motion for summary judgment on fair use as to the named plaintiffs in the case. The parties will proceed to brief the remaining claims of copyright infringement and contributory infringement related to alleged distribution of books to third parties during the downloading process. The court is scheduled to hear summary judgment motions on February 25, 2027. Beginning in November 2025, additional cases with similar claims were filed against us in the U.S. District Court for the Northern District of California and the Southern District of New York (Entrepreneur Media v. Meta Platforms, Inc., Carreyrou et al. v. Meta Platforms, Inc., TED Entertainment, Inc. v. Meta Platforms, Inc., Chicken Soup for the Soul LLC v. Meta Platforms, Inc., Beaulier v. Meta Platforms, Inc., Cognella, Inc. v. Meta Platforms, Inc., Elsevier Inc. et al. v. Meta Platforms, Inc. et al., Hobbs et al. v. Meta Platforms, Inc. et al., and Sullivan v. Meta Platforms, Inc. et al.). The court is scheduled to hear summary judgment motions in Entrepreneur Media, Carreyrou, Chicken Soup, and Cognella on February 25, 2027. Trial is scheduled in Entrepreneur Media for May 24, 2027.

On April 30, 2024, the European Commission opened formal proceedings against us to assess Facebook and Instagram's compliance with certain requirements under Articles 14, 16, 17, 20, 24, 25, 34, 35, and 40 of the DSA, regarding a range of topics including elections, content reporting and appeals, third-party access to data, political content recommendations, potential deceptive advertising and disinformation, including the way in which we identified, assessed, and mitigated against certain systemic risks on Instagram and Facebook. The Commission issued preliminary findings with respect to some of these topics on October 24, 2025 reflecting its preliminary view that we have infringed DSA obligations related to notice and action mechanisms for illegal content reporting, content moderation decision appeals, and data access for researchers. We have an opportunity to respond to the preliminary findings, and would also have an opportunity to appeal a final decision by the Commission.

We are also responding to other litigation and government inquiries and investigations in the United States and other parts of the world relating to advertising and other content on our platform and our alleged role in causing or contributing to various societal harms, including illegal activity with respect to drugs, fraud, deceptive activity or advertising, financial scams, unlawful discrimination, and other harms potentially impacting large numbers of people. We have received, and continue to receive, additional requests relating to these and other topics including in connection with ongoing inquiries and investigations.

In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties.

Note 10. Stockholders' Equity

Capital Return Program

Share Repurchase

Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. We did not repurchase any shares of Class A common stock during the six months ended June 30, 2026. As of both December 31, 2025 and June 30, 2026, $25.03 billion remained available and authorized for repurchases under this program.

Dividend

We paid quarterly dividends and dividend equivalents of $0.525 per share of common stock, totaling $1.17 billion and $1.14 billion for Class A common stock, respectively, and $180 million for Class B common stock, during the three months ended June 30, 2026 and 2025; and $2.34 billion and $2.29 billion for Class A common stock, respectively, and $360 million for Class B common stock, during the six months ended June 30, 2026 and 2025.

Share-based Compensation

Effective January 1, 2026, pursuant to the automatic increase provision under our 2025 Equity Incentive Plan (2025 Plan), our board of directors approved an increase of 55 million shares of Class A common stock reserved for issuance. As of June 30, 2026, there were 436 million shares of our Class A common stock reserved for future issuance under our 2025 Plan.

Restricted Stock Units

The following table summarizes our share-based compensation expense, which consists of the restricted stock unit (RSU) expense, by line item in our condensed consolidated statements of income (in millions):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue$339$278$612$549
Research and development6,7604,08012,0927,507
Marketing and sales245234455470
General and administrative257242467455
Total$7,601$4,834$13,626$8,981

The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2026:

Number of SharesWeighted-Average Grant Date Fair Value Per Share
(in thousands)
Unvested at December 31, 2025115,552$500.68
Granted78,904$598.76
Vested(31,798)$407.66
Forfeited(16,194)$533.48
Unvested at June 30, 2026146,464$570.09

The fair value as of the respective vesting dates of RSUs that vested during the three months ended June 30, 2026 and 2025 was $9.90 billion and $9.81 billion, respectively, and $20.00 billion and $21.34 billion, during the six months ended June 30, 2026 and 2025, respectively. The income tax benefit recognized related to awards vested during the three months ended June 30, 2026 and 2025 was $2.21 billion and $2.02 billion, respectively, and $4.44 billion and $4.38 billion during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, unrecognized share-based compensation expense for RSU awards was $79.79 billion, which is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.

Stock Options

In the six months ended June 30, 2026, we issued nonstatutory stock options to purchase an aggregate of 20 million shares of our Class A common stock under the 2025 Plan to certain of our executives and employees. These options have a weighted-average exercise price of $2,788 per share and a weighted-average remaining contractual term of approximately five years as of June 30, 2026. Stock options become vested and exercisable at such times and under such service and market conditions as determined by our compensation, nominating & governance committee or its equity subcommittee, as appropriate. As of June 30, 2026, unrecognized share-based compensation expense related to these stock options was $471 million, which is expected to be recognized over a weighted-average period of approximately four years.

Note 11. Income Taxes

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter, including excess tax benefits or shortfall tax expenses from share-based compensation and changes in unrecognized tax benefits. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our income (loss) before provision for income taxes in multiple jurisdictions, the effects of tax law changes, and the U.S. tax benefits from foreign-derived deduction eligible income.

Our gross unrecognized tax benefits were $18.74 billion and $16.45 billion as of June 30, 2026 and December 31, 2025, respectively. These unrecognized tax benefits are primarily related to the uncertainties with our research tax credits and transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions. If the gross unrecognized tax benefits as of June 30, 2026 were realized in a future period, this would result in a tax benefit of $12.73 billion within our provision for income taxes at such time. The amount of interest and penalties accrued was $2.97 billion and $2.60 billion as of June 30, 2026 and December 31, 2025, respectively. We expect to continue to accrue unrecognized tax benefits for certain recurring tax positions.

Our effective tax rate for the six months ended June 30, 2026 was (5)%, compared to the U.S. federal statutory rate of 21%. The rate was lower than the statutory rate primarily due to a discrete income tax benefit of $8.03 billion recognized in the first quarter of 2026 in connection with U.S. Corporate Alternative Minimum Tax (CAMT) transitional relief provided under Treasury Notice 2026-7, tax effects from share-based compensation, research tax credits, and U.S. tax benefits from foreign-derived deduction eligible income. The impact of the CAMT regime limits the full benefit of foreign-derived deduction eligible income and excess tax benefits from share-based compensation in 2026. The income tax benefit of $8.03 billion partially offsets the $15.93 billion discrete charge recognized in the third quarter of 2025 upon enactment of the One Big Beautiful Bill Act.

Facebook, Inc. v. Comm'r of Internal Revenue

In July 2016, we received a Statutory Notice of Deficiency ("2010 Notice") from the Internal Revenue Service (IRS) related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We did not agree with the position of the IRS and filed a petition in the Tax Court challenging the Notice (Facebook, Inc. v. Comm'r of Internal Revenue (2010 tax year)). On January 15, 2020, the IRS' amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022.

In March 2018, we received a second Notice ("2011-2013 Notice") from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice (Facebook, Inc. v. Comm'r of Internal Revenue (2011-2013 tax years)).

On May 22, 2025, the Tax Court issued its opinion in Facebook, Inc. v. Comm'r of Internal Revenue (2010 tax year). The Tax Court opinion provided a value of $7.79 billion for the intellectual property transferred to our international subsidiary, which is $1.48 billion higher than we reported. We estimated the net tax effects based on the revised value, and our provision for income taxes increased due to the remeasurement of unrecognized tax benefits. The Tax Court will review tax estimates submitted by both parties and determine the tax due in its forthcoming Tax Court decision. We will reassess any remeasurement of unrecognized tax benefits in the period in which the Tax Court decision is entered. At that time, we and the IRS will each have the option to file an appeal to the Ninth Circuit U.S. Court of Appeals.

In September 2025, we received a Statutory Notice of Deficiency ("2017-2019 Notice") from the IRS, asserting an additional $15.89 billion in tax, plus interest and penalties for our 2017 through 2019 tax years. This 2017-2019 Notice primarily relates to transfer pricing with our foreign subsidiaries and other international tax adjustments. The largest issue in the 2017-2019 Notice relates to the same underlying transfer pricing transaction that we litigated in the 2010 tax year trial and for which we received a Tax Court opinion in May 2025. The IRS' proposed adjustments do not represent a final determination and do not reflect offsets, including reduction in tax we would owe under the mandatory transition tax on accumulated foreign earnings, global intangible low-taxed income tax, and foreign-derived intangible income deduction from the 2017 Tax Cuts and Jobs Act. We do not agree with the IRS' position and filed a petition with the Tax Court in December 2025 to challenge the 2017-2019 Notice. As of June 30, 2026, we believe our accrual for unrecognized tax benefits is adequate.

Note 12. Segment Information

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

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Family of Apps:
Revenue$60,370$47,146$116,278$89,048
Employee compensation (1)(14,571)(9,336)(26,650)(18,366)
Other costs and expenses (2)(22,405)(12,839)(39,334)(23,946)
Income from operations$23,394$24,971$50,294$46,736
Reality Labs:
Revenue$431$370$833$782
Employee compensation (1)(2,468)(2,523)(5,013)(5,301)
Other costs and expenses (3)(2,582)(2,377)(4,467)(4,220)
Loss from operations$(4,619)$(4,530)$(8,647)$(8,739)
Total:
Revenue$60,801$47,516$117,111$89,830
Employee compensation (1)(17,039)(11,859)(31,663)(23,667)
Other costs and expenses (2)(3)(24,987)(15,216)(43,801)(28,166)
Income from operations$18,775$20,441$41,647$37,997

(1)Employee compensation includes employee payroll, share-based compensation, bonus, and employee benefits for medical care, retirement, insurances, and other expenses. Employee compensation for the three months ended June 30, 2026 also includes $1.18 billion of severance expenses related to the May 2026 headcount reduction of approximately 8,000 employees which impacted both FoA and RL segments.

(2)Includes costs and expenses in FoA segment for infrastructure, professional services, partner arrangements, marketing, facilities, legal-related costs, and other expenses.

(3)Includes costs and expenses in RL segment for inventory, professional services, marketing, infrastructure, facilities, and other expenses.

Note 13. Subsequent Event

In July 2026, we entered into an exclusivity agreement to co-develop a data center campus in El Paso, Texas, through a venture in which we would hold a 20% membership interest. The transaction is subject to the execution of definitive agreements and customary closing conditions.

Upon closing, expected in the third quarter of 2026, we estimate that we will contribute approximately $2.3 billion of held-for-sale assets, net of liabilities, consisting mostly of construction in progress and land, and receive a one-time distribution of approximately $1 billion. We will enter into lease agreements for the use of properties to be developed on the data center campus. We will also provide residual value guarantees with a maximum aggregate exposure of approximately $13 billion.

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