Meta Platforms, Inc. (META) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

The following Forms 8-K each furnish, as Exhibit 99.1, Meta's full condensed consolidated statements of income, balance sheets, cash flow statements, and segment (Family of Apps / Reality Labs) results for the referenced period. Each is a source filing for the interim numbers discussed below.

• 8-K filed 2025-04-30, accession 0001326801-25-000050, Q1 2025 results (quarter ended March 31, 2025).
• 8-K filed 2025-07-30, accession 0001628280-25-036719, Q2 2025 results (quarter ended June 30, 2025).
• 8-K filed 2025-10-29, accession 0001628280-25-047114, Q3 2025 results (quarter ended September 30, 2025).
• 8-K filed 2026-01-28, accession 0001628280-26-003832, Q4 and full-year 2025 results (period ended December 31, 2025).
• 8-K filed 2026-04-29, accession 0001628280-26-028364, Q1 2026 results (quarter ended March 31, 2026).
• 8-K filed 2026-07-29, accession 0001628280-26-050596, Q2 2026 results (quarter ended June 30, 2026), the most recent quarter.

Earnings and guidance

Q1 2025 (8-K, 2025-04-30, accession 0001326801-25-000050). Revenue of $42.31 billion, up 16% year-over-year; net income $16.64 billion; diluted EPS $6.43. Full-year 2025 capex guidance raised to $64–72 billion. Full-year 2025 total expense guidance lowered to $113–118 billion.

Q2 2025 (8-K, 2025-07-30, accession 0001628280-25-036719). Revenue of $47.52 billion, up 22% year-over-year; net income $18.34 billion; diluted EPS $7.14. Full-year 2025 capex guidance narrowed to $66–72 billion and total expense guidance narrowed to $114–118 billion. Management flagged that 2026 expense growth would exceed 2025's rate, driven by infrastructure and compensation costs, and that 2026 capex would again grow significantly.

Q3 2025 (8-K, 2025-10-29, accession 0001628280-25-047114). Revenue of $51.24 billion, up 26% year-over-year, but net income fell 83% to $2.71 billion (diluted EPS $1.05) because the quarter's tax provision included a one-time, non-cash charge of $15.93 billion tied to a valuation allowance recognized under the One Big Beautiful Bill Act's Corporate Alternative Minimum Tax provisions. Excluding that charge, net income would have been $18.64 billion. Full-year 2025 capex guidance raised again to $70–72 billion; full-year 2025 expense guidance raised to $116–118 billion.

Q4 and full-year 2025 (8-K, 2026-01-28, accession 0001628280-26-003832). Q4 revenue of $59.89 billion, up 24% year-over-year; Q4 net income $22.77 billion; full-year 2025 revenue $200.97 billion, up 22%; full-year net income $60.46 billion, down 3% (reflecting the Q3 tax charge). Guidance issued for full-year 2026: total expenses of $162–169 billion and capital expenditures of $115–135 billion, with management citing Meta Superintelligence Labs investment as the primary driver. 2026 operating income is expected to exceed 2025's.

Q1 2026 (8-K, 2026-04-29, accession 0001628280-26-028364). Revenue of $56.31 billion, up 33% year-over-year; net income $26.77 billion, up 61%, aided by an $8.03 billion income tax benefit under U.S. Treasury Notice 2026-7 that partially offset the prior year's tax charge. Full-year 2026 capex guidance raised to $125–145 billion (from $115–135 billion) on higher component pricing and additional data-center costs; expense guidance held at $162–169 billion.

Q2 2026 (8-K, 2026-07-29, accession 0001628280-26-050596), the most recent earnings release. Revenue of $60.80 billion, up 28% year-over-year. Net income fell 14% to $15.85 billion (diluted EPS $6.18) as costs and expenses rose 55% year-over-year to $42.03 billion, including $2.40 billion of charges related to legal proceedings and $1.18 billion of severance expense tied to a May 2026 headcount reduction of roughly 8,000 employees (most of whom will be out of headcount by the end of Q3 2026). Capital expenditures, including principal payments on finance leases, were $31.08 billion for the quarter ($30.12 billion of purchases of property and equipment); long-term debt stood at $83.66 billion; free cash flow fell to $784 million. Full-year 2026 total expense guidance was raised to $165–169 billion to reflect the legal charge, and capex guidance was narrowed to $130–145 billion. Management raised its expected 2026 tax rate for the remaining quarters to 15–17% (from 13–16%). The company continues to flag scheduled youth-related litigation in the U.S. that "may ultimately result in a material loss."

Capital actions, senior notes issuances

• 8-K filed 2025-11-03, accession 0001193125-25-262593, offering priced October 30, 2025 and completed November 3, 2025. Meta completed a $30.0 billion senior notes offering across six tranches: $4.0B 4.200% notes due 2030, $4.0B 4.600% notes due 2032, $6.5B 4.875% notes due 2035, $4.5B 5.500% notes due 2045, $6.5B 5.625% notes due 2055, and $4.5B 5.750% notes due 2065, issued under the company's shelf registration and a supplemental indenture with U.S. Bank Trust Company as trustee.
• 8-K filed 2026-05-04, accession 0001193125-26-204128, offering priced April 30, 2026 and completed May 4, 2026. Meta completed a further $25.0 billion senior notes offering across six tranches: $3.0B 4.550% notes due 2031, $2.0B 4.875% notes due 2033, $6.0B 5.250% notes due 2036, $4.0B 6.200% notes due 2046, $6.0B 6.300% notes due 2056, and $4.0B 6.450% notes due 2066, again under a supplemental indenture with U.S. Bank Trust Company as trustee.

Together these two offerings raised $55 billion in new senior debt over the period, consistent with long-term debt rising from roughly $28.8 billion at mid-2025 to $83.7 billion by June 30, 2026, funding the company's expanded AI infrastructure capital expenditure program.

Board and management changes

• 8-K filed 2025-04-11, accession 0001326801-25-000027. The board was expanded to fifteen members with the election of Patrick Collison (Co-Founder and CEO of Stripe) and Dina Powell McCormick (then Vice Chair, President & Head of Global Client Services, BDT & MSD Partners), effective April 15, 2025.
• 8-K filed 2025-12-19, accession 0001628280-25-058337. Dina Powell McCormick resigned from the board effective immediately.
• 8-K filed 2026-01-16, accession 0001628280-26-002429 (event dated January 12, 2026). The board appointed Dina Powell McCormick as President and Vice Chairman of the company, effective January 12, 2026, with an annual base salary of $1,000,000, a $2,000,000 sign-on bonus, a 200%-of-salary bonus target, and an initial RSU grant valued at $60,000,000 vesting quarterly over four years.
• 8-K filed 2026-04-14, accession 0001628280-26-025108 (event dated April 8, 2026). Directors Hock E. Tan and Tracey T. Travis notified the company they would not stand for re-election at the 2026 Annual Meeting; both continued serving until that meeting.

Annual meetings and shareholder votes

• 8-K filed 2025-05-30, accession 0001326801-25-000090. At the May 28, 2025 annual meeting, shareholders elected all fifteen board nominees, ratified Ernst & Young LLP as auditor for fiscal 2025, approved the 2025 Equity Incentive Plan, and approved holding advisory "say-on-pay" votes every three years. All shareholder proposals (on dual-class structure, disclosure practices, and various social/governance topics) failed.
• 8-K filed 2026-05-29, accession 0001628280-26-039193. At the May 27, 2026 annual meeting, shareholders elected all twelve board nominees and ratified Ernst & Young LLP as auditor for fiscal 2026. All ten shareholder proposals (items 3 through 12 of the twelve proposals voted), covering topics including AI data usage oversight, annual say-on-pay, dual-class structure, human rights due diligence, antisemitism/hate content, climate commitments, child-safety-linked executive pay, generative-AI data protection, and H-1B-related discrimination risk, failed to pass.

Legal proceedings

• 8-K filed 2025-12-12, accession 0001628280-25-056768 (event dated December 5, 2025). In the previously disclosed Delaware Court of Chancery stockholder derivative action (In re Facebook Inc. Derivative Litigation, Consolidated C.A. 2018-0307-KSJM), the parties reached a settlement in principle (announced July 17, 2025, and not itself the subject of this filing). The Court of Chancery entered a scheduling order on December 5, 2025, setting a settlement approval hearing for April 7, 2026 and requiring distribution of the Stipulation and Agreement of Settlement and related notice to stockholders, filed as exhibits to this report.
• The $2.40 billion in Q2 2026 legal-proceedings charges disclosed in the July 29, 2026 earnings release (above) were not the subject of a standalone 8-K in the filings reviewed; they were disclosed only within the Q2 2026 earnings release.

Restructuring

The May 2026 headcount reduction affecting approximately 8,000 employees, and the associated $1.18 billion severance charge, were disclosed only within the Q2 2026 earnings release (8-K filed 2026-07-29, accession 0001628280-26-050596); no separate Form 8-K announcing the restructuring appears among the filings reviewed.