Meta Platforms, Inc. (META) Narrative

Fiscal year ends December 31. This narrative covers the fiscal year ended December 31, 2025 and the quarter ended March 31, 2026.

---

Business

From the FY2025 Annual Report on Form 10-K, accession 0001628280-26-003942.

Meta builds technology that helps people connect and share, find communities, and grow businesses, delivered through mobile devices, personal computers, VR headsets, and AI glasses. Management's stated mission is "to build the future of human connection and the technology that makes it possible," and the company frames its current strategic ambition as delivering "personal superintelligence", AI that surpasses human intelligence, across its apps and new platforms.

Two reportable segments

Family of Apps (FoA), Facebook, Instagram, Messenger, WhatsApp, Threads, Meta AI, and other services.

• Facebook, Feed, Reels, Stories, Groups, and Marketplace.
• Instagram, Feed, Stories, Reels, Live, and messaging; discovery and shopping from businesses.
• Messenger, cross-platform text, audio, and video messaging.
• WhatsApp, private messaging and business transactions, including WhatsApp Channels, a one-to-many broadcast service.
• Threads, text-based public conversation.
• Meta AI, an assistant available across the apps, as a stand-alone app, on AI glasses, and on the web.

Reality Labs (RL), virtual and augmented reality consumer hardware, software, and content. Current VR offerings are the Meta Quest devices plus software and content through the Meta Horizon Store. Wearables include Ray-Ban Meta and Oakley Meta AI glasses; in 2025 Meta introduced Meta Ray-Ban Display, combining AI glasses with an integrated in-lens display, shipped with the Meta Neural Band, a wrist-worn device using electromyography to control the glasses via neuromuscular signals. The Orion true-AR prototype, unveiled in 2024, remains a research vehicle. For 2026 Meta expects to spend roughly 70% of RL operating expenses on wearables and 30% on VR and Horizon.

How the money is made

Substantially all revenue comes from selling advertising placements on the Family of Apps. Marketers buy impression-based or action-based ads that can appear on Facebook, Instagram, Messenger, Threads, and WhatsApp as well as third-party apps and websites; most transact through Meta's self-service ad platform, supported by a global sales force operating from offices in more than 90 cities. Non-advertising FoA revenue comes from paid messaging on WhatsApp, Meta Verified subscriptions, and other sources. RL revenue comes from consumer hardware, software, and content, sold through retailers, resellers, distributors, Meta.com, and a small number of Meta stores.

Investment posture

In 2025, 82% of total costs and expenses sat in FoA ($96.29 billion) and 18% in RL ($21.40 billion). Named 2026 investment priorities are AI, Reels and the discovery engine, wearables, monetization, youth, platform integrity and community support, and infrastructure capacity. Management states plainly that RL is expected to operate at a loss for the foreseeable future and that the ability to fund the next-computing-platform effort depends on generating sufficient profits elsewhere in the business.

On technology: frontier AI model development has driven a step-change expansion in computing needs. Meta designs and builds its own data centers and key portions of its technical infrastructure, with a substantial portion also provided by third parties. Meta has a history of open-sourcing AI, including the Llama foundation models, and expects to continue training a combination of open and closed models.

Headcount was 78,865 as of December 31, 2025, up 6% year over year.

---

Risk factors

Condensed from the FY2025 Form 10-K, accession 0001628280-26-003942.

Revenue concentration in advertising. Substantially all revenue comes from advertising on Facebook and Instagram, and marketers have no long-term commitments. Advertising revenue is exposed to declines in user engagement, product and inventory decisions that change ad size/format/frequency, marketer demand and pricing, competitive share loss, enforcement of Meta's own advertising policies (which the company states adversely affects revenue and may do so materially), brand-safety and content concerns, and macroeconomic and geopolitical pressure on ad budgets, the filing specifically cites the war in Ukraine, Russian service restrictions, Middle East conflict, and tariffs and trade policy.

Erosion of ad targeting and measurement signals. Meta's targeting and measurement tools depend on data signals from user activity on sites and services it does not control. GDPR (and its evolving CJEU interpretation), the ePrivacy Directive, the DMA, and U.S. state privacy laws have already reduced signal availability, as have platform changes, most notably Apple's 2021 iOS changes, which management says have negatively impacted and will continue to negatively impact the budgets marketers commit. In Europe, Meta shifted the legal basis for behavioral advertising to "consent," launched a "subscription for no ads" alternative, and then a less personalized ads (LPA) option that it describes as less relevant and effective than its premium offering. In April 2025 the European Commission ruled the subscription model non-compliant with the DMA and fined €200 million; Meta appealed, but warns further imposed modifications could result in a materially worse user experience for European users and a significant impact to its European business and revenue.

Mobile platform dependence. The substantial majority of revenue is generated on mobile devices, dependent on Android and iOS interoperability and on relationships with mobile operating system partners, handset makers, browser developers, and carriers, all outside Meta's control.

AI execution and AI-specific liability. Meta expects AI investment to keep rising, in both infrastructure and specialized headcount, and states that if these investments are not successful longer-term, business and financial performance will be harmed. AI also introduces exposure to harmful or illegal content, inaccuracy, misinformation and deepfakes, bias, products liability, IP infringement, and privacy and security failures. Meta discloses it has been the subject of media and government scrutiny over AI and AI chatbots, including inquiries by the FTC, members of Congress, and state attorneys general. Open-sourcing models means third-party use Meta cannot control. AI development also depends on access to third-party processing hardware, network capacity, computing power, and energy, whose availability and pricing Meta cannot control in a highly competitive environment.

Reality Labs may not pay off. The metaverse may not develop as expected; Meta has relatively limited experience with consumer hardware and AR/VR; roadmaps change significantly; and RL diverts resources and management attention. RL reduced 2025 operating profit by approximately $19.19 billion, and management expects 2026 RL operating losses to remain similar to 2025.

Rising expense base and margin compression. Expenses are expected to keep increasing across new technologies, infrastructure, marketing, and privacy/safety/security enforcement. Meta notes it may seek additional capital through debt or equity, that such financing may not be available on favorable terms, and that additional debt increases fixed obligations and interest expense while equity dilutes stockholders.

Infrastructure build and scaling risk. Meta's expansion spans data centers, subsea and terrestrial fiber, and other projects in multiple regions, including developing regions carrying anti-corruption, trade-compliance, environmental/health/safety, and political risk. It has changed, suspended, and terminated projects before. Delays can arise from component, power, or network capacity shortages, labor, permitting, and geopolitical actions including tariffs, sanctions, and export/import controls, with certain key components manufactured by a small number of third parties concentrated in a single region such as Asia. A substantial portion of technical infrastructure is provided by third parties over whom Meta exercises little control.

Metric measurement error. DAP and ARPP rely on machine learning models that attribute multiple accounts to individual people; Meta estimates the error margin at roughly 3% of worldwide DAP and warns actual figures could vary significantly, potentially beyond that margin. In Q4 2025 Meta updated its violating-accounts methodology and estimated that less than 5% of worldwide DAP consisted solely of violating accounts, attributing the increase versus the prior estimate to the methodology change.

Regulation and enforcement. Meta operates under GDPR, the DMA, the DSA, the UK Online Safety Act, the EU AI Act, the UK DMCC, and a growing set of U.S. state privacy and youth-protection laws, many carrying fines calculable on global revenue. Government restrictions on access to its products in particular countries are a named risk. Meta remains subject to its modified FTC consent order, and the FTC is pursuing an administrative proceeding seeking substantial modifications including a prohibition on using minors' data for commercial purposes, changes to board composition, and significant limits on Meta's ability to modify and launch products.

Litigation scale. Meta states the maximum aggregate monetary damages or penalties sought across its various legal proceedings could amount to up to hundreds of billions of dollars and, as a result, could be material to the company's financial condition. Plaintiffs are increasingly working around Section 230 through products-liability and breach-of-contract theories.

Tax. Meta's tax position rests on its corporate operating structure and intercompany arrangements; it is in ongoing Tax Court litigation with the IRS over transfer pricing, and faces global minimum tax regimes whose expiring transitional relief could raise its effective rate and cash taxes in future years.

Security, platform integrity, and IP. Meta regularly experiences cyber-attacks and security incidents of varying degrees, expects continued intentional misuse of its services and user data by third parties, and faces ongoing patent, trademark, and copyright claims.

Governance and stock structure. Class B shares carry ten votes to Class A's one. Mark Zuckerberg controls a majority of voting power, giving him control over key decisions; Meta is a "controlled company," which it acknowledges could make Class A stock less attractive to some investors. The share repurchase program may be suspended, delayed, discontinued, or accelerated at any time, and dividends depend on continued capital availability and board declaration.

---

Management's discussion and analysis, fiscal year 2025

From the FY2025 Form 10-K, accession 0001628280-26-003942.

Headline results

Total revenue was $200.97 billion, up 22% versus 2024, driven by advertising. Income from operations was $83.28 billion, up $13.90 billion or 20%, at a 41% operating margin (42% in 2024). Net income was $60.46 billion with diluted EPS of $23.49, down from $62.36 billion in 2024 despite higher operating income, because of the tax charge described below.

Segments

Advertising revenue was $196.18 billion (+22%); FoA other revenue was $2.58 billion (+50%), driven by WhatsApp paid messaging and Meta Verified. RL revenue rose 3% on AI glasses, partly offset by lower Meta Quest sales. RL's operating loss widened on employee compensation, estimated losses on non-cancelable RL inventory purchase commitments, and technology development costs.

Volume and price

Ad impressions delivered rose 12% (vs. +11% in 2024) and average price per ad rose 9% (vs. +10% in 2024). Impression growth was strongest in Asia-Pacific, a lower-monetizing region, which partly offset price gains. The online commerce vertical was the largest single contributor to the advertising revenue increase. Revenue by user geography grew 21% in US & Canada, 24% in Europe, 20% in Asia-Pacific, and 27% in Rest of World. FX was a modest headwind: on constant currency, 2025 total revenue would have been $201.38 billion, $418 million higher than reported.

Worldwide DAP averaged 3.58 billion in December 2025, up 7% from 3.35 billion in December 2024. Annual worldwide ARPP was $57.03, up 15%.

Revenue is seasonally strongest in Q4: total revenue rose 17%, 19%, and 17% from Q3 to Q4 in 2025, 2024, and 2023, and declined 13%, 9%, and 11% in the first quarters of 2025, 2024, and 2023 versus the prior fourth quarters.

Cost drivers

• Cost of revenue +20% to $36.18 billion on data center and technical infrastructure operating expenses, moderated by an extension of server and network asset useful lives to 5.5 years effective January 1, 2025, plus higher partner-arrangement costs.
• R&D +31% to $57.37 billion on employee compensation (8% growth in engineering and technical headcount plus higher share-based compensation) and AI-related infrastructure.
• Marketing and sales +6% to $11.99 billion on professional services for platform integrity.
• G&A +25% to $12.15 billion on legal-related costs, including lapping a $1.55 billion decrease in accrued legal losses that had benefited 2024.

Tax

The effective rate was 30%, versus 12% in 2024. On July 4, 2025 the One Big Beautiful Bill Act was enacted, introducing immediate expensing of domestic R&D and certain capital expenditures and an enhanced foreign-derived intangible income deduction from 2026, but with benefits capped by the 15% Corporate Alternative Minimum Tax. Meta recorded a $15.93 billion charge in Q3 2025, of which $14.03 billion was a valuation allowance against U.S. federal deferred tax assets. Absent that charge the 2025 effective rate would have been 13%. Net uncertain tax positions were $11.23 billion at year end. Guidance at the time of the 10-K was a 13–16% effective rate for full-year 2026.

Liquidity and capital allocation

Cash, cash equivalents, and marketable securities were $81.59 billion at December 31, 2025, up $3.78 billion. Operating cash flow was $115.80 billion; investing used $102.00 billion; financing used $20.37 billion.

• Capital expenditures including finance lease principal payments: $72.22 billion (purchases of PP&E alone: $69.69 billion).
• Purchases of non-marketable equity investments: $18.33 billion.
• Share repurchases: $26.26 billion (40 million Class A shares retired); $25.03 billion remained authorized at year end.
• Dividends and dividend equivalents: $5.32 billion; the quarterly dividend was raised from $0.50 to $0.525 per share beginning Q1 2025.
• Taxes paid on net share settlement of RSUs: $18.40 billion.
• Long-term debt: $59.0 billion aggregate principal of senior unsecured notes maturing 2027 through 2064, following $29.91 billion of net proceeds from a November 2025 issuance. Future interest obligations were $2.98 billion short-term and $56.74 billion long-term.

Contractual position at year end 2025: approximately $103.77 billion of lease obligations not yet commenced (commencing 2026–2030) and $131.05 billion of contractual commitments, mostly third-party cloud capacity and servers/network infrastructure/data centers, with $30.63 billion due in 2026. Capital expenditure guidance in the 10-K was approximately $115–135 billion for 2026.

Market risk disclosures noted marketable equity securities of $5.99 billion (vs. $1.23 billion a year earlier), non-marketable measurement-alternative investments of $20.08 billion (vs. $6.02 billion), and equity-method investments of $7.45 billion (vs. $52 million), a very large one-year build in the private investment book.

---

Current quarter, three months ended March 31, 2026

From the Form 10-Q for the quarter ended March 31, 2026, accession 0001628280-26-028526.

Results

Diluted EPS was $10.44 (vs. $6.43). Operating margin held at 41%. FoA income from operations was $26.90 billion (+24%) on a 48% margin, down from 52% a year earlier as costs grew 44% against 33% revenue growth. RL's loss narrowed 4% to $4.03 billion on lower employee compensation; RL revenue slipped 2% as lower Meta Quest sales offset AI glasses growth.

What drove the quarter

Revenue growth of 33% was the fastest in recent years and broad-based: ad impressions +19% year over year (versus +5% in Q1 2025) and average price per ad +12% (versus +10%). Impression growth was strongest in Asia-Pacific, driven by user growth, engagement, and higher ad frequency. Price growth reflected higher advertising demand, attributed to ad targeting and measurement improvements, plus a favorable FX effect, partly offset by mix shift toward lower-monetizing geographies and products such as Reels. Online commerce was again the largest contributing vertical. By user geography, revenue rose 29% in US & Canada, 39% in Europe, 29% in Asia-Pacific, and 40% in Rest of World.

FX was a tailwind this quarter, reversing 2025's headwind: on constant currency, revenue would have been $54.56 billion, $1.75 billion lower than reported, so constant-currency growth was 29%.

Cost of revenue rose 35% on data center and technical infrastructure operating expenses. R&D rose 46%, driven by share-based compensation (R&D-line SBC was $5.33 billion versus $3.43 billion) and AI infrastructure costs. G&A rose 15% on legal costs, partly offset by reversal of a Canadian Digital Services Tax liability following repeal of that law.

Below the operating line, interest and other income swung from +$827 million to –$1.12 billion, driven by $1.57 billion of net unrealized losses on marketable equity securities (versus $137 million of gains a year earlier), FX transaction losses, and interest expense that more than doubled to $562 million on the larger debt balance.

Tax

The effective rate was (23)%. On February 18, 2026 the U.S. Treasury issued Notice 2026-7, providing CAMT relief tied to the expensing of previously capitalized U.S. R&D costs; Meta recognized an $8.03 billion discrete benefit in Q1 2026, partially reversing the $15.93 billion charge taken in Q3 2025. Excluding the benefit, the effective rate would have been 14%. Meta expects to remain subject to CAMT in 2026 and beyond, and guides to a 13–16% rate for the remaining quarters of 2026. In January 2026 the OECD introduced a "Side-by-Side Safe Harbor" allowing U.S.-headquartered companies to remain subject only to U.S. global minimum taxes (CAMT) while exempt from Pillar Two; Meta does not expect a material 2026 impact.

Gross unrecognized tax benefits rose to $17.82 billion from $16.45 billion at year end. Separately, the September 2025 IRS Statutory Notice of Deficiency for tax years 2017–2019 asserts an additional $15.89 billion in tax plus interest and penalties, primarily on transfer pricing; Meta petitioned the Tax Court in December 2025 and believes its accrual is adequate.

Metrics and headcount

Family DAP averaged 3.56 billion in March 2026, up 4% year over year from 3.43 billion, but down sequentially from the 3.58 billion December 2025 average. Meta attributes the slight decline to internet disruptions in Iran and a restriction on access to WhatsApp in Russia. Worldwide ARPP was $15.66, up 27% year over year. Headcount was 77,986, up 1% year over year, and down from 78,865 at December 31, 2025.

Balance sheet and capital deployment

Cash, cash equivalents, and marketable securities were $81.18 billion, down $412 million from year end. Operating cash flow was $32.23 billion (vs. $24.03 billion); investing used $33.68 billion; financing used $6.55 billion.

• Capital expenditures including finance lease principal payments: $19.84 billion ($19.00 billion of PP&E purchases).
• No shares were repurchased during the quarter, a notable break from 2025, when Meta bought back $26.26 billion. $25.03 billion remains authorized.
• Dividends and dividend equivalents: $1.35 billion at $0.525 per share.
• Cash paid for income taxes was only $541 million.

Property and equipment, net grew to $194.78 billion from $176.40 billion in one quarter, with construction in progress alone at $61.02 billion (up from $50.52 billion). Quarterly depreciation expense rose to $5.68 billion from $3.84 billion, with servers and network assets accounting for $4.38 billion versus $2.63 billion. In March 2026 Meta approved a plan to dispose of certain data center assets with a carrying value of $1.48 billion, classified as held-for-sale, expected to be contributed to a third party within twelve months for the purpose of co-developing data centers.

Long-term debt carrying value was $58.75 billion against $59.00 billion principal; estimated fair value had fallen to $55.94 billion from $57.22 billion.

The commitment build, the dominant story of the quarter

Off-balance-sheet obligations expanded dramatically:

• Leases not yet commenced: $182.88 billion as of March 31, 2026, versus $103.77 billion at December 31, 2025, commencing between the remainder of 2026 and 2036, with terms up to 30 years.
• Non-cancelable contractual commitments: $237.67 billion, versus $131.05 billion at year end, mostly third-party cloud capacity and servers, network infrastructure, data centers, and RL hardware, with approximately $42.25 billion due in 2026 and $47.65 billion in 2027.
• Contingent obligations to purchase up to $14.72 billion of cloud capacity over five years, reducible if the provider resells that capacity.
• $5.00 billion of money market funds reclassified to restricted cash equivalents, held in escrow under a multi-year purchase agreement; total restricted cash equivalents were $7.42 billion.

The Louisiana data center venture entered in October 2025 continues: Meta holds a 20% membership interest, the parties have committed to fund their pro rata share of approximately $27 billion in estimated development costs, lease agreements commencing in 2029 carry an aggregate initial commitment of approximately $12.31 billion, and Meta has provided residual value guarantees with an aggregate threshold of approximately $28 billion that declines over time. Meta does not consolidate the VIE, having concluded it is not the primary beneficiary; maximum exposure to loss related to the venture was $45.99 billion at March 31, 2026. Other unconsolidated VIEs carried $5.79 billion of maximum exposure.

Non-marketable equity investments totaled $28.41 billion in carrying value, up from $27.52 billion.

Compensation

Share-based compensation expense was $6.03 billion in the quarter (vs. $4.15 billion), 88% of it in R&D. Unvested RSUs rose to 149.8 million shares at a $550.62 weighted-average grant date fair value, from 115.6 million at $500.68, with 54.9 million granted in the quarter at $599.20. Unrecognized RSU expense was $79.22 billion, to be recognized over approximately three years. In March 2026 Meta issued nonstatutory stock options over 19 million Class A shares to certain executives and employees at a weighted-average exercise price of $2,788 per share, an unusual instrument for Meta, carrying service and market conditions, with only $495 million of unrecognized expense.

Guidance

From the first-quarter 2026 results release furnished on Form 8-K, accession 0001628280-26-028364.

• Q2 2026 total revenue of $58–61 billion, assuming an approximately 2% FX tailwind.
• Full-year 2026 total expenses of $162–169 billion, unchanged from the prior outlook.
• 2026 operating income expected to exceed 2025 operating income.
• 2026 capital expenditures including finance lease principal payments of $125–145 billion, raised from the prior $115–135 billion range, reflecting higher component pricing and, to a lesser extent, additional data center costs to support future-year capacity.
• Tax rate of 13–16% for the remaining quarters of 2026.
• Management flagged continued legal and regulatory headwinds in the EU and U.S., specifically youth-related scrutiny with additional trials scheduled this year that "may ultimately result in a material loss."

Legal matters carried into the quarter

The most consequential developments disclosed in the 10-Q:

• Youth / social media addiction. On March 25, 2026 a jury in the first bellwether personal injury trial (Los Angeles County Superior Court, JCCP No. 5255) awarded $6 million in compensatory and punitive damages between Meta and YouTube, allocated 70% to Meta; Meta intends to appeal. On March 24, 2026 a New Mexico jury ordered Meta to pay a $375 million civil penalty; the New Mexico Attorney General has indicated it will seek approximately $3.7 billion in abatement costs plus injunctive relief, with a bench trial on those issues set for May 4, 2026, and a separate New Mexico trial on content moderation claims set for September 8, 2026 in which the AG has indicated it will seek up to $62.85 billion in penalties. Further trials are scheduled through 2026 and 2027, including a Tennessee AG case (July 20, 2026), a second user bellwether (July 27, 2026), an MDL school district bellwether (June 15, 2026), and an MDL state AG trial (August 5, 2026). Over one hundred thousand individual claimants have sent mass arbitration demands. Across these cases plaintiffs have indicated intentions to seek amounts ranging up to the high tens of billions of dollars.
• Antitrust. On November 18, 2025 the court granted judgment in Meta's favor in FTC v. Meta Platforms, Inc., the case seeking divestiture of Instagram and WhatsApp; the FTC filed a notice of appeal on January 20, 2026.
• Europe. A €1.2 billion IDPC fine over EEA data transfers remains under appeal and stayed by the Irish High Court. A €798 million European Commission fine over Facebook Marketplace tying is under appeal. The €200 million DMA fine over the subscription model is under appeal. In Spain, the AMI unfair competition judgment awarded approximately €542 million in damages against Meta (November 19, 2025), under appeal, with parallel UTECA (trial October 2026) and French Amaury (2027) claims pending.
• Copyright and AI training. In Kadrey v. Meta Platforms, the court granted Meta summary judgment on fair use as to the named plaintiffs on June 25, 2025; the distribution claim proceeds, with summary judgment motions set for February 25, 2027. New cases were filed beginning November 2025, including Entrepreneur Media (trial May 24, 2027).
• Privacy. In Frasco v. Flo Health, an August 1, 2025 jury verdict found liability under Section 632 of the California Invasion of Privacy Act as to a California subclass; plaintiffs seek $5,000 per class member across up to approximately 1.6 million asserted class members. The California AG consumer-protection settlement entered in December 2025 was approved in March 2026.
• Securities. On February 27, 2026 the district court granted in part and denied in part Meta's motion to dismiss the fourth amended complaint in In re Facebook, Inc. Securities Litigation. On March 30, 2026 Meta moved to dismiss the second amended complaint in In re Meta Platforms, Inc. Securities Litigation, which now adds claims regarding encryption and age verification practices.

---

Subsequent events

Neither the FY2025 Form 10-K nor the Form 10-Q for the quarter ended March 31, 2026 presents a separate subsequent-events note. The material post-period items disclosed within those filings and in subsequent current reports are as follows.

Disclosed inside the Form 10-Q (accession 0001628280-26-028526):

• April 2026, infrastructure contracts. Meta entered into additional multi-year infrastructure contracts, increasing non-cancelable contractual commitments by approximately $24 billion beyond the $237.67 billion outstanding at March 31, 2026.
• April 2026, derivative litigation resolved. The court approved the settlement in In re Facebook Inc. Derivative Litigation, resolving all claims in the action that went to trial in July 2025.
• April 29, 2026, European Commission preliminary findings. The Commission issued preliminary findings under Articles 28, 34, and 35 of the Digital Services Act, reflecting its preliminary view that users under 13 years of age are present on Facebook and Instagram and calling into question Meta's compliance with obligations to assess and mitigate systemic risks and to ensure a high level of protection of minors. Meta may respond to the findings and could appeal any final decision.

Disclosed in current reports on Form 8-K filed after the quarter end:

• April 8, 2026, board departures. Hock E. Tan and Tracey T. Travis notified Meta of their decision not to stand for re-election to the board at the 2026 annual meeting, continuing to serve until that date. (Accession 0001628280-26-025108.)
• May 4, 2026, $25.0 billion senior notes offering completed. Meta completed an offering of fixed-rate senior unsecured notes in six tranches: $3.0 billion of 4.550% notes due 2031, $2.0 billion of 4.875% notes due 2033, $6.0 billion of 5.250% notes due 2036, $4.0 billion of 6.200% notes due 2046, $6.0 billion of 6.300% notes due 2056, and $4.0 billion of 6.450% notes due 2066, $25.0 billion aggregate principal. The notes were issued under the August 9, 2022 base indenture with U.S. Bank Trust Company, National Association as trustee, as supplemented by a fifth supplemental indenture dated May 4, 2026, pursuant to an underwriting agreement dated April 30, 2026 with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as representatives. This roughly doubles the $59.0 billion of senior notes outstanding at March 31, 2026 and follows the $30 billion November 2025 issuance, financing the capital expenditure program guided at $125–145 billion for 2026. (Accession 0001193125-26-204128.)
• May 27, 2026, annual meeting. All twelve director nominees were elected, including Mark Zuckerberg, Marc L. Andreessen, John Arnold, Patrick Collison, John Elkann, Andrew W. Houston, Nancy Killefer, Robert M. Kimmitt, Peggy Alford, Charles Songhurst, Dana White, and Tony Xu. Shareholders ratified Ernst & Young LLP as auditor for fiscal 2026. All ten shareholder proposals were defeated, including proposals on AI data usage oversight, an annual vote on executive pay, elimination of the dual class capital structure, disclosure of voting results by share class, human rights due diligence, and a data protection impact assessment on generative AI chatbots. Holders present or represented by proxy accounted for 92.19% of combined voting power. (Accession 0001628280-26-039193.)

No acquisitions, divestitures, or dispositions of businesses were disclosed as post-period events in either filing beyond the March 2026 held-for-sale classification of $1.48 billion of data center assets described above, which is expected to complete within twelve months via contribution to a third party for co-developing data centers.