METAMeta Platforms
Our mission is to build the future of human connection and the technology that makes it possible. 10-K, Item 1
- Employees
- 78,865
- Headquarters
- Menlo Park, CA
- CEO
- Mark Zuckerberg
- Next results
- around Jan 27, 2027
7 paragraphs in Risk Factors of the 10-K filed Jan 29, 2026 with nothing like them in the 10-K filed Jan 30, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 18 Communication companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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.
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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.
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Our reputation and ability to attract, retain, and serve our users is dependent upon the reliable performance of our products and services and our underlying technical infrastructure. We have experienced, and may in the future experience, interruptions in the availability or performance of our products and services from time to time. Our systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid performance delays or outages
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We have had, and may in the future have, exposure to greater than anticipated tax liabilities.
Similar paragraph at 1 of 18 other Communication companies: APPRead in the 10-K ↗
efforts will be successful. Our business and operations span numerous geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third parties, including AI and cloud services. At any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our security efforts.
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Our products and internal systems rely on software and hardware, including software and hardware developed or
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which could increase our exposure to intellectual property claims from competitors, non-practicing entities, and other rights holders.
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New in the latest 10-Q
39 paragraphs in the 10-Q filed Oct 22, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Adjustments to reconcile net income to net cash provided by operating activities:
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Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents 8 252
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Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents (14,746) (33,497)
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Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of the period 39,100 45,438
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Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of the period $ 24,354 $ 11,941
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In July 2026, we entered into a new venture to co-develop a data center campus in Texas (the "Texas Venture"). At formation, we contributed $ 2.26 billion held-for-sale assets, net of liabilities and received a one-time distribution of $ 1.04 billion. Following the closing, we hold a 20 % membership interest in the Texas Venture.
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$ 27 billion for the Louisiana Venture and $ 14 billion for the Texas Venture, in total estimated development costs. The Ventures are similar in purpose, design, and risk and reward characteristics.
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The following table summarizes our maximum exposure to loss in the unconsolidated data center ventures (in millions):
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In July 2026, we contributed $ 2.26 billion of assets previously classified as held for sale, mostly construction in progress and land in Texas, to a newly formed data center venture. For information regarding the venture arrangement, refer to Data Center Ventures in Note 5 - Non-Marketable Equity Investments.
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The components of accrued expenses and other current liabilities are as follows (in millions):
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(1) Includes current and non-current accruals for the August 2026 multistate attorneys general agreement to resolve litigation related to teen mental health and social media, accruals for estimated fines, judgments, settlements, or other losses in connection with other legal and related matters, and accrued legal fees. For further information, see Legal and Related Matters in Note 10 - Commitments and Contingencies.
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As of September 30, 2026, we had $ 1.53 billion of unused letters of credit outstanding, the majority of which was related to our long-term infrastructure purchase commitments.
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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.
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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, and these cases are set for trial starting on May 24, 2027.
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Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Unvested at December 31, 2025 115,552 $500.68 Granted 89,834 $608.46 Vested (47,428) $427.47 Forfeited (23,484) $551.33 Unvested at September 30, 2026 134,474 $589.66
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In March 2018, we received a second Notice ("2011-2013 Notice") from the IRS in conjunction with the examination
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In October 2026, we filed an amended and restated certificate of incorporation (the Restated Charter) to, among other things, establish a new class of non-voting Class C common stock (the Recapitalization), with an effective date of January 19, 2027. The Class C common stock will have the same rights and powers, rank equally, share ratably and be identical in all other respects, to the shares of Class A common stock and Class B common stock, except for voting rights and as expressly provided in the Restated Charter.
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In addition, in October 2026, our board of directors declared a dividend of one share of the Class C common stock for each outstanding share of Class A common stock and Class B common stock (the Dividend), contingent upon, and to be paid following, the effectiveness of the Restated Charter. The record and payment dates for the Dividend will be determined by our board of directors in its discretion.
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For accounting purposes, we expect the Dividend to be treated as a stock split in the form of a stock dividend. The Dividend will have no effect on our total stockholders' equity. Upon the distribution of the Dividend, we will give retroactive effect to prior period share and per share amounts in our consolidated financial statements for the effect of the Dividend, such that prior periods are comparable to current period presentation.
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• Costs and expenses were $51.61 billion, including the $9.89 billion charge related to the August 2026 multistate attorneys general agreement.
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• Headcount was 66,775 as of September 30, 2026, a decrease of 15% year-over-year.
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increases were partially offset by a decrease in employee compensation related to an 18% decrease in employee headcount from September 30, 2025 to September 30, 2026 in our marketing and sales functions.
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Provision for income taxes and our effective tax rate in the three months ended September 30, 2026 decreased compared to the same period in 2025, mostly due to the effects of the enactment of the One Big Beautiful Bill Act (OBBBA) in the third quarter of 2025, partially offset by the effects of the portion of the August 2026 multistate attorneys general agreement charge that is not expected to be tax-deductible.
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In August 2026, as part of the multistate attorneys general agreement related to teen mental health and social media, approximately $12.7 billion is payable to participating states in annual installments over a 10-year period. We have not recognized a liability for the $5.3 billion contingent amounts and may recognize additional expenses in future periods. See Note 8 - Liabilities and Note 10 - Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, and "Legal Proceedings" contained in Part II, Item 1, of this Quarterly Report on Form 10-Q for additional information regarding legal-related accruals. In addition to litigation and settlement costs, we may be required to post bonds or letters of credit to support appeals of adverse judgments, which could result in our incurring significant costs to obtain.
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Legal proceedings
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.
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Risk Factors
Our quarterly financial results have fluctuated in the past and will fluctuate in the future. Additionally, we have a
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in certain trials, including in U.S. youth and privacy-related matters, and additional bellwether trials are scheduled for 2026 and beyond. Any such negative publicity could have an adverse effect on the size, engagement, and loyalty of our user base and marketer demand for advertising on our products, which could result in decreased revenue and adversely affect our business and financial results, and we have experienced such adverse effects to varying degrees from time to time.
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date in January 2027, and declare a dividend of one share of the Class C common stock for each outstanding share of Class A common stock and Class B common stock (the Dividend), to be paid following the effectiveness of the Restated Charter. We expect to use shares of the Class C common stock to conduct equity offerings from time to time in the future. Because the Class C common stock may trade at a discount relative to our Class A common stock, we may need to issue more shares of Class C common stock for any equity issuance than we would if we were to issue shares of Class A common stock, which could be dilutive to all stockholders. If we are unable to obtain adequate financing when needed, our ability to finance our business operations and initiatives could be adversely affected. Other companies that have implemented, or sought to implement, changes to their capital structure similar to the Recapitalization have been challenged in stockholder litigation shortly after announcing or implementing those changes, which, in some instances resulted in the company not consummating the transaction. We may become subject to similar litigation.
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Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not reflect the actual size of our community. Rather, our
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payments of substantial monetary damages or fines, or undesirable changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected.
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For example, in August 2026, we announced an agreement with 52 attorneys general across U.S. states, territories, and the District of Columbia to resolve litigation related to teen mental health and social media. The agreement provides for payments of up to approximately $18.59 billion (a portion of which is contingent on industry peers such as YouTube and TikTok agreeing to similar terms) over a 10-year period, which may be used to fund youth online safety initiatives, among other state priorities, as well as certain changes to our product features for users under 18 years old on Facebook and Instagram in the United States. Our implementation and maintenance of these product changes require significant operational resources and ongoing investments in compliance processes, personnel, and technical infrastructure. In addition, an independent auditor will review and report to the states on our compliance with the agreement annually for five years. If we are unable to successfully implement and comply with the terms of the agreement, if the independent auditor or relevant authorities find that we are not in compliance with the terms of the agreement, or if other government authorities seek to impose similar requirements, we may be subject to further enforcement proceedings, additional monetary remedies, requirements to make further changes to our products or business practices, and negative publicity, any of which could adversely affect our business, reputation, and financial results. In addition, if YouTube, TikTok, or others in the industry do not join us in adopting these new measures, we may experience disproportionate adverse user engagement impacts as a result of these product changes.
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In the future, following effectiveness of the Restated Charter, we may use shares of Class C common stock as consideration in connection with acquisitions. If the Class C common stock trades at a discount to the Class A common stock, we may need to issue more shares of Class C common stock as consideration for any acquisition than we would if we were to issue shares of Class A common stock. In addition, we may not be able to issue shares of Class C common stock as consideration if companies that we are interested in acquiring do not agree to accept shares that carry no voting powers, or for other reasons. As a result, we may need to or elect to pay cash or issue shares of our other common stock as consideration or as incentive compensation to hire or retain employees of acquired companies.
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countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business.
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We currently depend on the continued services and performance of our key personnel, including Mark Zuckerberg.
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Moreover, since our Class C common stock, when issued, will generally have no voting power, the issuance of the Class C common stock, including in connection with future financings, acquisitions, or the issuance of future equity awards, could have the effect of prolonging the duration of Mr. Zuckerberg's ability to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore his ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any significant corporate transactions, such as a merger or other sale of the company of its assets. We believe that Mr. Zuckerberg's continued control of a majority of the voting power of our outstanding capital stock is beneficial to us and is in the best interests of our stockholders. In the event that Mr. Zuckerberg no longer controls a majority of the voting power, our business or the trading price of our Class A common stock and, when issued, our Class C common stock may be adversely affected.
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We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including privacy, data use, data combination, data protection and personal information, the provision of our
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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 European General Data Protection Regulation (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
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In addition, we recently announced the Recapitalization and Dividend, with the record and payment dates for the Dividend to be determined by our board of directors in its discretion by subsequent action, with the payment to occur following the effectiveness of the Restated Charter, subject to applicable law. Once the Dividend is distributed, we expect that the market price for the shares of our Class A common stock will reflect the effect of a two-for-one stock split. When issued, we plan to list the Class C common stock on the Nasdaq Stock Market LLC (Nasdaq). The trading price of our Class C common stock may differ from our Class A common stock, and fluctuate significantly in response to numerous factors, many of which are beyond our control. We cannot predict whether, or to what extent, a liquid trading market will develop for the Class C common stock. The trading price for the Class C common stock may be volatile and affected by the same factors noted with respect to our Class A common stock above. The trading price of the Class C common stock may also be affected by the difference in voting rights compared to our Class A common stock and Class B common stock, the liquidity of the market for Class C common stock, and investor demand for Class C common stock, including that of institutional investors that may be unwilling or unable or who choose not to hold non-voting shares of our capital stock. Whether or not the Class C common stock is included in stock indices in the future may also affect the trading prices of the Class A common stock and the Class C common stock.
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Other information
During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Item 408 of Regulation S-K.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 22, 2026 against Item 1A of the 10-K filed Jan 29, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
The first 25 of 67 are shown (at most 12 of each type).
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