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# Meta Platforms (META) - Recent Events, Third Quarter 2026 ## Filings that contain financial statements - **Form 8-K filed October 21, 2026 (accession 0001628280-26-066700), Exhibit 99.1:** condensed consolidated statements of income, balance sheets, and statements of cash flows for the quarter and nine months ended September 30, 2026 (with comparative 2025 periods; balance sheet against December 31, 2025), plus segment results and a GAAP to non-GAAP reconciliation. Amounts in millions of US dollars. - **Form 8-K filed July 29, 2026 (accession 0001628280-26-050596), Exhibit 99.1:** earnings release for the quarter ended June 30, 2026, with financial statements. - **Form 8-K filed April 29, 2026 (accession 0001628280-26-028364), Exhibit 99.1:** earnings release for the quarter ended March 31, 2026, with financial statements. - **Form 8-K filed January 28, 2026 (accession 0001628280-26-003832), Exhibit 99.1:** earnings release for the quarter and full year ended December 31, 2025, with financial statements. ## Earnings and guidance **October 21, 2026 - third quarter 2026 results (0001628280-26-066700).** Revenue was $64.60 billion, up 26% year over year (also 26% in constant currency). Costs and expenses were $51.61 billion, up 68%, including a $9.89 billion charge for the August 2026 agreement with U.S. state attorneys general. Income from operations was $12.99 billion (operating margin 20%, versus 40% a year earlier), and net income was $9.86 billion, or $3.83 per diluted share, against $2.71 billion and $1.05 in the third quarter of 2025, when a large non-cash tax charge was recorded. Excluding the legal charge, the release states income from operations would have been $22.88 billion and diluted EPS $7.40. Capital expenditures, including principal payments on finance leases, were $34.91 billion; operating cash flow was $32.79 billion and free cash flow was negative $2.12 billion. Cash, cash equivalents and marketable securities were $82.45 billion at September 30, 2026. No share repurchases were made in the quarter; dividend and dividend equivalent payments were $1.36 billion. Headcount was 66,775, down 15% year over year. **Outlook given October 21, 2026:** - Fourth quarter 2026 revenue of $73-76 billion, with foreign currency an approximately 1% headwind. - Full-year 2026 total expenses raised to $175-179 billion to include the third quarter legal charge (prior range $165-169 billion, given July 29). - Capital expenditures, including finance lease principal payments, of $135-145 billion, narrowed from $130-145 billion. - Reality Labs 2026 operating loss now expected at $18-19 billion, a decline from 2025; the company expects the loss to narrow to around $15 billion in 2027. - Fourth quarter tax rate of 15-17%. - Excluding the third quarter legal charge, 2026 operating income is still expected to exceed 2025 operating income. - No full-year 2027 revenue outlook was given; management said it expects to sustain strong overall revenue growth through 2027 and to keep investing aggressively in AI. **July 29, 2026 - second quarter 2026 results (0001628280-26-050596).** Revenue was $60.80 billion, up 28%; income from operations $18.78 billion (down 8%); net income $15.85 billion, or $6.18 per diluted share. Costs and expenses included $2.40 billion of charges related to legal proceedings and $1.18 billion of severance for the May 2026 headcount reduction (about 8,000 employees affected). Guidance: third quarter revenue of $61-64 billion; full-year expenses raised at the low end to $165-169 billion; capital expenditures of $130-145 billion (narrowed from $125-145 billion); tax rate for the remaining quarters of 2026 raised to 15-17% from 13-16%. Long-term debt was $83.66 billion at June 30, 2026. **April 29, 2026 - first quarter 2026 results (0001628280-26-028364).** Revenue was $56.31 billion, up 33%; income from operations $22.87 billion; net income $26.77 billion, or $10.44 per diluted share, which includes an $8.03 billion income tax benefit tied to U.S. Treasury Notice 2026-7 (Corporate Alternative Minimum Tax treatment of previously capitalized research and development costs). Capital expenditure guidance for 2026 was raised to $125-145 billion from $115-135 billion, citing higher component pricing and additional data center costs. Full-year expense guidance of $162-169 billion was unchanged. **January 28, 2026 - fourth quarter and full year 2025 results (0001628280-26-003832).** Fourth quarter revenue was $59.89 billion (up 24%) and full-year 2025 revenue was $200.97 billion (up 22%). Full-year net income was $60.46 billion, or $23.49 per diluted share, which reflects the non-cash tax charge recorded on enactment of the One Big Beautiful Bill Act in the third quarter of 2025. Initial 2026 guidance: expenses of $162-169 billion, capital expenditures of $115-135 billion, first quarter revenue of $53.5-56.5 billion, and a tax rate of 13-16%. ## Capital structure: new non-voting Class C common stock **October 19-21, 2026 (0001628280-26-066700, Items 1.01 and 8.01; announced in the Exhibit 99.1 release).** On October 19, 2026 the Board, on the unanimous recommendation of a special committee of disinterested directors, approved an amended and restated certificate of incorporation creating a new class of publicly listed, non-voting Class C common stock, effective January 19, 2027. Shareholders approved it by written consent on October 20, 2026. The Board also declared a one-time stock dividend of one Class C share for each outstanding Class A and Class B share, contingent on the charter taking effect; record and payment dates are to be set later (the payment date is to be no later than the fifth business day after effectiveness). The company states it expects the market price of Class A stock to reflect the effect of a two-for-one split after the payment date, and that the dividend does not change any shareholder's voting power. Meta intends to list the Class C stock on Nasdaq, and says Class C shares may be used for capital raising, employee compensation and acquisitions. Moelis & Company LLC advised the special committee and Morgan Stanley & Co. LLC advised Meta. **Founder Alignment Agreement, October 20, 2026 (Exhibit 10.1 to the same filing).** Under the agreement with Mark Zuckerberg, 20% of the Class C shares issued to him and permitted transferees are freely saleable; the other 80% may be sold only if he concurrently sells or converts a matching number of Class A or Class B shares (the "Stapling Condition", with an unstapling ratio and accrued credits described in the agreement). Restrictions on those shares release at 2.5% per calendar quarter while he remains employed full time on the executive team or as executive chair. The Board agreed to declare further 1:1 Class C dividends each time the Class C 30-day average price reaches a successive doubling of the Class A price of $580.60 on September 10, 2026, subject to a compound annualized shareholder return of at least 10%. The $580.60 reference is adjusted for stock splits and stock dividends, including the Class C stock dividend; Exhibit 10.1 states the adjusted reference as $290.30 per share. After the dividend, any Class A repurchase is to be accompanied by a repurchase of at least an equal number of Class C shares on an aggregate basis. ## Legal and regulatory **August 2026 - multistate attorneys general agreement (disclosed in the October 21, 2026 release, 0001628280-26-066700, and the Form 10-Q for the quarter ended September 30, 2026, accession 0001628280-26-066773).** Meta agreed with 52 attorneys general (states, territories and the District of Columbia) to resolve litigation over teen mental health and social media, excluding cases by the attorneys general of Florida, New Mexico and the U.S. Virgin Islands. Payments of up to about $18.59 billion are provided for: about $12.7 billion is payable over 10 years in annual installments, and about $5.3 billion becomes payable state by state only if conditions on industry peers are met. As of September 30, 2026 those conditions were not satisfied and the $5.3 billion was not accrued. The agreement also requires changes to product features for U.S. users under 18 on Facebook and Instagram. A $9.89 billion charge was recorded in the third quarter. No Form 8-K was filed for the agreement itself; it appears in the earnings release and the 10-Q. **Other youth-related proceedings (10-Q, 0001628280-26-066773).** A March 24, 2026 New Mexico jury verdict ordered a $375 million civil penalty, and on August 6, 2026 the court found a public nuisance and awarded about $567 million in abatement costs plus injunctive relief; Meta moved to vacate and the judgment is stayed. A March 25, 2026 Los Angeles jury awarded $6 million in a first personal-injury bellwether trial, allocated 70% to Meta; Meta has appealed. Further bellwether trials are scheduled from October 28, 2026. **New Mexico Unfair Practices Act judgment (10-Q, 0001628280-26-066773, Note 10).** This is a further judgment in the New Mexico Attorney General's case, separate from the March 24, 2026 jury verdict ($375 million) and the August 6, 2026 public-nuisance judgment (about $567 million) described above. On September 25, 2026 the jury in that case, which had expanded to include various claims related to content moderation issues, found Meta liable for more than 43 million violations of the New Mexico Unfair Practices Act. On October 21, 2026 the court imposed a civil penalty of $25 billion, assigned 15% post-judgment interest, and reserved ruling on injunctive relief pending further briefing. Meta has accrued an amount for loss contingencies related to this matter and intends to appeal. It may be required to post a bond or other collateral during the appeal, which could result in significant costs. **Derivative settlement (Form 8-K filed December 12, 2025, accession 0001628280-25-056768).** The stipulation in the Delaware Court of Chancery stockholder derivative action (In re Facebook Inc. Derivative Litigation) provides for a $190 million cash payment, net of fees, to the company and governance reforms. A settlement hearing was set for April 7, 2026. The outcome of the hearing is not reported in the filings reviewed. ## Debt **May 4, 2026 - senior notes offering completed (0001193125-26-204128, Item 8.01).** Meta completed a $25.0 billion offering of six tranches: $3.0 billion of 4.550% notes due 2031, $2.0 billion of 4.875% due 2033, $6.0 billion of 5.250% due 2036, $4.0 billion of 6.200% due 2046, $6.0 billion of 6.300% due 2056 and $4.0 billion of 6.450% due 2066. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC were representatives of the underwriters. Net proceeds of $24.91 billion appear in the nine-month cash flow statement, and $84.00 billion principal of notes was outstanding at September 30, 2026 (10-Q, 0001628280-26-066773). **November 3, 2025 - senior notes offering completed (0001193125-25-262593, Item 8.01).** $30.0 billion across six tranches: $4.0 billion of 4.200% due 2030, $4.0 billion of 4.600% due 2032, $6.5 billion of 4.875% due 2035, $4.5 billion of 5.500% due 2045, $6.5 billion of 5.625% due 2055 and $4.5 billion of 5.750% due 2065. ## Management and governance - **January 12, 2026 (8-K filed January 16, 2026, 0001628280-26-002429):** Dina Powell McCormick was appointed President and Vice Chairman, with a $1,000,000 base salary, a $2,000,000 sign-on bonus, a 200% bonus target and a $60 million RSU grant vesting quarterly over four years. She had resigned from the Board on December 19, 2025 (8-K 0001628280-25-058337). - **April 8, 2026 (8-K filed April 14, 2026, 0001628280-26-025108):** Directors Hock E. Tan and Tracey T. Travis said they will not stand for re-election at the 2026 annual meeting. - **May 27, 2026 (8-K filed May 29, 2026, 0001628280-26-039193):** Annual meeting held; shareholders voted on twelve proposals. - **May 2026 headcount reduction:** about 8,000 employees were affected, with $1.18 billion of severance recognized (second quarter release, 0001628280-26-050596). No separate Form 8-K covers it. Headcount was 66,775 at September 30, 2026. ## Acquisitions and investments No acquisition or merger agreement was announced on Form 8-K. Acquisitions of businesses and intangible assets were $584 million in the nine months ended September 30, 2026 (cash flow statement, 0001628280-26-066700). In July 2026 Meta contributed $2.26 billion of held-for-sale assets (mostly construction in progress and land in Texas) to a newly formed data center venture (10-Q, 0001628280-26-066773). Divestiture completed (10-Q, 0001628280-26-066773, Note 7): in the second quarter of 2026 Meta reclassified $1.27 billion of Family of Apps goodwill to held-for-sale assets. In the third quarter of 2026 it completed the sale and derecognized that goodwill (disposal of $1,266 million in the Family of Apps goodwill table); the gain recognized was not material. The filing does not name the business or the buyer.