Meta Platforms, Inc. 10-K

Item 8. Financial Statements and Supplementary Data META PLATFORMS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42 ) 83 Consolidated Financial Statements: Consolidated Balance Sheets 88 Consolidated Statements of Income 89 Consolidated Statements of Comprehensive Income 90 Consolidated Statements of Stockholders' Equity 91 Consolidated Statements of Cash Flows 92 Notes to Consolidated Financial Statements 94 82 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Meta Platforms, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 28, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit & Privacy Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 83 Table of Contents Loss Contingencies Description of the Matter As described in Note 11 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these matters described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred or that the amount of such losses or a range of possible losses cannot be reasonably estimated. Auditing the Company's accounting for, and disclosure of these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the probability of loss, and its estimate of the potential amount or range of such losses. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification, evaluation and disclosure of loss contingencies, including controls relating to the Company's assessment of the likelihood that a loss will be incurred and its ability to reasonably estimate the potential range of possible losses. Our audit procedures included reading the proceedings, claims, and regulatory or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving legal counsel confirmation letters, meeting with legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 11 to the consolidated financial statements. 84 Table of Contents Uncertain Tax Positions Description of the Matter As discussed in Note 14 to the consolidated financial statements, the Company has received notices from the Internal Revenue Service (IRS) related to transfer pricing with the Company's foreign subsidiaries for certain periods examined. The IRS has also applied its position to tax years subsequent to those examined. If the IRS prevails in its position, the Company may incur an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical and legal merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the significant judgment required to assess management's evaluation of technical merits and the measurement of the tax positions based on interpretations of tax laws and legal rulings. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing and related legal rulings and to measure the benefit of those tax positions. As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating legal rulings, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 14 to the consolidated financial statements in relation to these matters. 85 Table of Contents Consolidation accounting for a variable interest entity Description of the Matter As described in Note 5 to the consolidated financial statements, the Company entered into an arrangement (the “Venture”) to co-develop a data center campus. The Company determined whether it holds a variable interest in the Venture, whether the entity in which the Company has a variable interest is a variable interest entity (“VIE”), and whether the Company is required to consolidate the entity. A VIE is consolidated by its primary beneficiary, which is the party that has both the power to direct the activities that most significantly affect the economic performance of the VIE and a variable interest that absorbs losses or receives benefits from the VIE that could potentially be significant to the VIE. Auditing the Company’s determination of the primary beneficiary of the VIE was especially challenging due to the significant judgment required in determining the activities that most significantly affect the VIE’s economic performance based on the purpose and design of the entity and assessing whether the Company has the power to direct those activities. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the primary beneficiary of the VIE, including controls relating to the determination of the activities that most significantly affect the VIE’s economic performance and assessing which party has the power to direct those activities. To test the Company’s consolidation conclusion with respect to its interest in the VIE related to the Venture, our procedures included, among others, reading the relevant agreements related to the VIE to understand the purpose and design of the Venture. We audited the Company’s determination of the primary beneficiary of the VIE, including its determination of the activities that most significantly affect the Venture’s economic performance and assessing which party has the power to direct those activities. We also evaluated the appropriateness of the related disclosures included in Note 5 to the consolidated financial statements. We have served as the Company's auditor since 2007. /s/ Ernst & Young LLP San Jose, California January 28, 2026 86 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Meta Platforms, Inc. Opinion on Internal Control Over Financial Reporting We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated January 28, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California January 28, 2026 87 Table of Contents META PLATFORMS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except number of shares and par value) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 35,873 $ 43,889 Marketable securities 45,719 33,926 Accounts receivable, net 19,769 16,994 Prepaid expenses and other current assets 7,361 5,236 Total current assets 108,722 100,045 Non-marketable equity investments 27,524 6,070 Property and equipment, net 176,400 121,346 Operating lease right-of-use assets 20,404 14,922 Goodwill 24,534 20,654 Other assets 8,437 13,017 Total assets $ 366,021 $ 276,054 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 8,894 $ 7,687 Operating lease liabilities, current 2,213 1,942 Accrued expenses and other current liabilities 30,729 23,967 Total current liabilities 41,836 33,596 Operating lease liabilities, non-current 22,940 18,292 Long-term debt 58,744 28,826 Long-term income taxes 21,005 9,987 Other liabilities 4,253 2,716 Total liabilities 148,778 93,417 Commitments and contingencies Stockholders' equity: Common stock, $ 0.000006 par value; 5,000 million Class A shares authorized, 2,187 million and 2,190 million shares issued and outstanding, as of December 31, 2025 and 2024, respectively; 4,141 million Class B shares authorized, 343 million and 344 million shares issued and outstanding, as of December 31, 2025 and 2024, respectively — — Additional paid-in capital 95,793 83,228 Accumulated other comprehensive income (loss) 271 ( 3,097 ) Retained earnings 121,179 102,506 Total stockholders' equity 217,243 182,637 Total liabilities and stockholders' equity $ 366,021 $ 276,054 See Accompanying Notes to Consolidated Financial Statements. 88 Table of Contents META PLATFORMS, INC. CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenue $ 200,966 $ 164,501 $ 134,902 Costs and expenses: Cost of revenue 36,175 30,161 25,959 Research and development 57,372 43,873 38,483 Marketing and sales 11,991 11,347 12,301 General and administrative 12,152 9,740 11,408 Total costs and expenses 117,690 95,121 88,151 Income from operations 83,276 69,380 46,751 Interest and other income, net 2,656 1,283 677 Income before provision for income taxes 85,932 70,663 47,428 Provision for income taxes 25,474 8,303 8,330 Net income $ 60,458 $ 62,360 $ 39,098 Earnings per share: Basic $ 23.98 $ 24.61 $ 15.19 Diluted $ 23.49 $ 23.86 $ 14.87 Weighted-average shares used to compute earnings per share: Basic 2,521 2,534 2,574 Diluted 2,574 2,614 2,629 See Accompanying Notes to Consolidated Financial Statements. 89 Table of Contents META PLATFORMS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended December 31, 2025 2024 2023 Net income $ 60,458 $ 62,360 $ 39,098 Other comprehensive income (loss): Change in foreign currency translation adjustment, net of tax 2,693 ( 1,413 ) 618 Change in unrealized gain (loss) on available-for-sale investments and other, net of tax 675 471 757 Comprehensive income $ 63,826 $ 61,418 $ 40,473 See Accompanying Notes to Consolidated Financial Statements. 90 Table of Contents META PLATFORMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions, except per share amounts) Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders' Equity Shares Par Value Balances at December 31, 2022 2,614 $ — $ 64,444 $ ( 3,530 ) $ 64,799 $ 125,713 Net income — — — — 39,098 39,098 Other comprehensive income — — — 1,375 — 1,375 Issuance of common stock 65 — — — — — Shares withheld related to net share settlement ( 26 ) — ( 5,218 ) — ( 1,794 ) ( 7,012 ) Share-based compensation — — 14,027 — — 14,027 Share repurchases ( 92 ) — — — ( 20,033 ) ( 20,033 ) Balances at December 31, 2023 2,561 — 73,253 ( 2,155 ) 82,070 153,168 Net income — — — — 62,360 62,360 Other comprehensive loss — — — ( 942 ) — ( 942 ) Issuance of common stock 65 — — — — — Shares withheld related to net share settlement ( 27 ) — ( 6,721 ) — ( 7,049 ) ( 13,770 ) Share-based compensation — — 16,690 — — 16,690 Share repurchases ( 65 ) — — — ( 29,754 ) ( 29,754 ) Dividends and dividend equivalents declared (1) — — — — ( 5,121 ) ( 5,121 ) Other — — 6 — — 6 Balances at December 31, 2024 2,534 — 83,228 ( 3,097 ) 102,506 182,637 Net income — — — — 60,458 60,458 Other comprehensive income — — — 3,368 — 3,368 Issuance of common stock 63 — 450 — — 450 Shares withheld related to net share settlement ( 27 ) — ( 8,312 ) — ( 10,088 ) ( 18,400 ) Share-based compensation — — 20,427 — — 20,427 Share repurchases ( 40 ) — — — ( 26,264 ) ( 26,264 ) Dividends and dividend equivalents declared (1) — — — — ( 5,421 ) ( 5,421 ) Other — — — — ( 12 ) ( 12 ) Balances at December 31, 2025 2,530 $ — $ 95,793 $ 271 $ 121,179 $ 217,243 _______________________ (1) Dividend per share was $ 2.10 and $ 2.00 for the years ended December 31, 2025 and 2024, respectively. See Accompanying Notes to Consolidated Financial Statements. 91 Table of Contents META PLATFORMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities Net income $ 60,458 $ 62,360 $ 39,098 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,616 15,498 11,178 Share-based compensation 20,427 16,690 14,027 Deferred income taxes 18,738 ( 4,738 ) 131 Unrealized (gain) loss on equity investments ( 1,138 ) ( 53 ) 102 Impairment charges for facilities consolidation — 383 2,432 Other ( 416 ) 140 309 Changes in assets and liabilities: Accounts receivable ( 1,815 ) ( 1,485 ) ( 2,399 ) Prepaid expenses and other current assets ( 89 ) ( 698 ) 559 Other assets ( 481 ) ( 270 ) ( 80 ) Accounts payable ( 14 ) 373 51 Accrued expenses and other current liabilities 1,077 323 5,081 Other liabilities 437 2,805 624 Net cash provided by operating activities 115,800 91,328 71,113 Cash flows from investing activities Purchases of property and equipment ( 69,691 ) ( 37,256 ) ( 27,045 ) Purchases of marketable securities ( 36,929 ) ( 25,542 ) ( 2,982 ) Sales and maturities of marketable securities 26,874 15,789 6,184 Payments for held-for-sale assets ( 2,432 ) — — Proceeds from Venture distribution 2,554 — — Purchases of non-marketable equity investments ( 18,330 ) ( 11 ) ( 1 ) Acquisitions of businesses and intangible assets ( 4,231 ) ( 270 ) ( 629 ) Other investing activities 182 140 ( 22 ) Net cash used in investing activities ( 102,003 ) ( 47,150 ) ( 24,495 ) Cash flows from financing activities Taxes paid related to net share settlement of equity awards ( 18,400 ) ( 13,770 ) ( 7,012 ) Repurchases of Class A common stock ( 26,248 ) ( 30,125 ) ( 19,774 ) Payments for dividends and dividend equivalents ( 5,324 ) ( 5,072 ) — Proceeds from issuance of long-term debt, net 29,906 10,432 8,455 Principal payments on finance leases ( 2,524 ) ( 1,969 ) ( 1,058 ) Other financing activities 2,220 ( 277 ) ( 111 ) Net cash used in financing activities ( 20,370 ) ( 40,781 ) ( 19,500 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash equivalents 235 ( 786 ) 113 Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents ( 6,338 ) 2,611 27,231 Cash, cash equivalents, and restricted cash equivalents at beginning of the period 45,438 42,827 15,596 Cash, cash equivalents, and restricted cash equivalents at end of the period $ 39,100 $ 45,438 $ 42,827 Reconciliation of cash, cash equivalents, and restricted cash equivalents to the consolidated balance sheets Cash and cash equivalents $ 35,873 $ 43,889 $ 41,862 Restricted cash equivalents, included in prepaid expenses and other current assets 837 353 99 Restricted cash equivalents, included in other assets 2,390 1,196 866 Total cash, cash equivalents, and restricted cash equivalents $ 39,100 $ 45,438 $ 42,827 See Accompanying Notes to Consolidated Financial Statements. 92 Table of Contents META PLATFORMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2025 2024 2023 Supplemental cash flow data Cash paid for income taxes, net $ 7,578 $ 10,554 $ 6,607 Cash paid for interest, net of amounts capitalized $ 696 $ 486 $ 448 Non-cash investing and financing activities: Property and equipment in accounts payable and accrued expenses and other current liabilities $ 9,331 $ 7,127 $ 4,105 Acquisition of businesses and intangible assets in accounts payable, accrued expenses and other current liabilities, and other liabilities $ 2,659 $ 172 $ 119 See Accompanying Notes to Consolidated Financial Statements. 93 Table of Contents META PLATFORMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Organization and Description of Business We were incorporated in Delaware in July 2004. Our mission is to build the future of human connection and the technology that makes it possible. We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising. Basis of Presentation We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The 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. Use of Estimates Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the 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. In January 2025, we completed an assessment of the useful lives of property and equipment, which resulted in an increase in the estimated useful lives of most servers and network assets to 5.5 years, effective January 1, 2025. Based on the servers and network assets placed in service as of December 31, 2024, the financial impact of this change in estimate included a reduction in depreciation expense of $ 2.92 billion and an increase in net income of $ 2.59 billion, or $ 1.00 per diluted share, for the year ended December 31, 2025. Revenue Recognition We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers . Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Revenue includes sales and usage‑based taxes, except for cases where we are acting as a pass‑through agent. Advertising Revenue Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users. 94 Table of Contents We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers. For revenue generated from arrangements that involve third parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration for the reported periods. Reality Labs Revenue RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest and AI glasses, and related software and content. Revenue is recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration RL expects to be entitled to in exchange for the products. Other Revenue FoA other revenue consists of revenue from paid messaging from WhatsApp, Meta Verified subscriptions, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources. Cost of Revenue Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, employee compensation which includes payroll, share-based compensation and benefits for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also consists of costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs. Content Costs Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform. We pay fees to these content providers based on revenue generated, a flat fee, or both. For licensed video, we expense the cost per title when the title is accepted and available for viewing if the capitalization criteria are not met. Video content costs that meet the criteria for capitalization were not material to date. For licensed music, we expense the license fees over the contractual license period. We pay fees to music partners based on revenue generated, minimum guaranteed fees, flat fees, or a combination thereof. Expensed content costs are included in cost of revenue on our consolidated statements of income. Software Development Costs Software development costs, including costs to develop software products or the software component of products to be marketed or sold to external users, are expensed before the software or technology reach technological feasibility, which is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services. These software development 95 Table of Contents costs meet the criteria for capitalization once the preliminary project stage is complete, and it is probable that the project will be completed and the software will be used to perform the function intended. Software development costs that meet the criteria for capitalization were not material to date. Share-based Compensation Share-based compensation expense consists of our restricted stock units (RSUs) expense. RSUs granted to employees are measured based on the grant-date fair value. In general, our RSUs vest over a service period of four years . Share-based compensation expense is generally recognized on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. In determining the valuation allowance, our accounting policy incorporates the expected impact of future years’ Corporate Alternative Minimum Tax in assessing the realizability of our deferred tax assets. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions as a component of the provision for income taxes. Advertising Expense Advertising costs are expensed when incurred and are included in marketing and sales expenses on our consolidated statements of income. We incurred advertising expenses of $ 2.09 billion, $ 2.06 billion, and $ 2.02 billion for the years ended December 31, 2025, 2024, and 2023, respectively. Cash and Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less from the date of purchase. We classify amounts in transit from customer credit cards and payment service providers as cash on our consolidated balance sheets. We classify certain restricted cash and cash equivalent balances, consisting mainly of cash related to insurance policies, cash reserves designated for a specific purpose, as well as retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets, based upon the expected duration of the restrictions. Marketable Securities We hold investments in marketable debt securities, consisting of U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our marketable debt securities are classified as available-for-sale (AFS) investments in marketable securities within current assets on our consolidated balance sheets because they represent investments of cash available for current operations. The AFS investments are carried at estimated fair value with any 96 Table of Contents unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity. AFS debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses on AFS debt securities are recognized as a charge in interest and other income (expense), net on our consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity. We determine realized gains or losses on sale of marketable securities on a specific identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income. We also hold investments in marketable equity securities that are publicly traded stocks. We classify these equity securities as marketable securities within current assets on our consolidated balance sheets because they are available to be converted into cash to fund current operations without any restriction. These marketable equity securities are measured at fair value at each reporting date with gains and losses recognized in interest and other income (expense), net on our consolidated statements of income. Non-marketable Equity Investments Our non-marketable equity investments include equity investments without readily determinable fair values accounted for using either the measurement alternative or the equity method. Non-marketable equity investments accounted for using the measurement alternative, which is cost, less any impairment, are adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. Other non-marketable equity investments, through which we exercise significant influence but do not have control over the investee, are accounted for under the equity method. We periodically review our non-marketable equity investments for impairment. When indicators of impairment exist and the estimated fair value of an investment is below its carrying amount, we write down the investment to its fair value in interest and other income (expense), net on our consolidated statements of income. An impairment loss is recognized when the impairment is considered other-than-temporary for equity method investments. For the years ended December 31, 2025 and 2024, impairment for non-marketable equity investments were not material. For additional information, see Note 5 — Non-Marketable Equity Investments and Part II, Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Estimates" contained in this Annual Report on Form 10-K. Fair Value Measurements We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following three-level hierarchy, which prioritizes the inputs used to measure fair value based on the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. 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 observable market 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. 97 Table of Contents Our non-marketable equity investments accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When an impairment loss or upward adjustment from observable price changes of qualified transactions occur, the respective non-marketable equity investment would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold. For the years ended December 31, 2025 and 2024, changes in the fair value recorded for our non-marketable equity securities were not material. For additional information, see Note 5 — Non-Marketable Equity Investments. Variable Interest Entities At the inception of each arrangement, we determine whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (VIE). Significant judgment is required to identify the activities that most significantly affect the VIE’s economic performance, based on its purpose and design. We assess whether we have both the power to direct those activities and the obligation to absorb the majority of the VIE’s losses or benefits. We evaluate whether we are the primary beneficiary of the VIE, in which case we would consolidate the entity. As of December 31, 2025, we are not the primary beneficiary of the VIEs related to our investments, and therefore the VIEs are not consolidated. These investments are accounted for as equity method investments included within non-marketable equity investments on our consolidated balance sheet. We continually monitor our involvement with the VIEs and will consolidate them if we become the primary beneficiary in the future. For additional information, see Note 5 — Non-Marketable Equity Investments. Accounts Receivable and Allowances Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2025 and 2024, the allowance for credit losses on accounts receivable were not material. Property and Equipment Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter. The estimated useful lives of property and equipment and amortization periods of finance lease right-of-use (ROU) assets as of December 31, 2025 are described below: Property and Equipment Useful Life/ Amortization period Servers and network assets Five to 5.5 years Buildings 25 to 30 years Equipment and other One to 25 years Finance lease right-of-use assets Five to 20 years Leasehold improvements Lesser of estimated useful life or remaining lease term We evaluate at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment loss is recognized in income from operations. The useful lives of our property and equipment are management's estimates when the assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. Our estimate of useful lives represents the best estimate 98 Table of Contents of the useful lives based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life. Servers and network assets include equipment mostly in our data centers, which are used to support our core business and AI efforts. Land and assets held within construction in progress (CIP) are not depreciated. CIP assets are related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We also capitalize interest on our debt related to certain eligible CIP assets and depreciate the capitalized interest over the useful life of the related assets. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations. Lease Obligations Our operating leases mostly comprise of certain data centers, offices, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception and most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are expensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities. For leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material restrictive covenants. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is based on our understanding of what our credit rating would be in a similar economic environment. Operating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on our consolidated balance sheets. Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms. Loss Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. 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 matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can 99 Table of Contents be reasonably estimated. We record such losses as general and administrative expenses on our consolidated statements of income. If we determine that a loss is probable or reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. For more information, see Note 8 —Acquisitions, Goodwill, and Intangible Assets. Goodwill and Intangibles Assets We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units, Family of Apps (FoA) and Reality Labs (RL), subject to goodwill impairment testing. As of December 31, 2025, no impairment of goodwill has been identified. We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of a finite-lived intangible asset is not recoverable and the asset's fair value is less than the carrying amount, an impairment loss is recognized. The impairment losses of finite-lived intangible assets were not material during the reporting periods presented. Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life. Intangible assets are included within other assets on our consolidated balance sheet. Foreign Currency Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2025, cumulative translation gains, net of tax was not material. As of December 31, 2024, cumulative translation losses, net of tax was $ 2.66 billion. Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Foreign currency transaction gains, net were $ 352 million for the year ended December 31, 2025 and foreign currency transaction losses, net were $ 690 million, and $ 366 million for the years ended December 31, 2024 and 2023, respectively. 100 Table of Contents Credit Risk and Concentration Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and restricted cash equivalents, marketable debt securities, and accounts receivable. Cash equivalents consist mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable debt securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable debt securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2025 was not material. Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37 %, 36 %, and 37 % of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2025 coming from customers located in western Europe, China, Singapore, and Brazil. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended December 31, 2025, 2024, and 2023. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected. No customer represented 10% or more of total revenue or accounts receivable for the years ended December 31, 2025, 2024, and 2023. Recently Adopted Accounting Pronouncements Beginning in 2025 annual reporting, we adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis. This standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The adoption of this new standard did not have a material impact on our consolidated financial statements. For additional information, see Note 14 — Income Taxes. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning with the year ending December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The guidance modernizes the accounting for software costs and enhances the transparency about an entity's software costs. The guidance will be effective for the annual periods beginning with the year ending December 31, 2027 and for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively, retrospectively, or under a modified transition approach. We are evaluating the effect that this guidance and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), which clarifies interim disclosure requirements and the applicability of Topic 270. The guidance will be effective for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. 101 Table of Contents In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10) to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance will be effective for the annual periods beginning with the year ending December 31, 2028 and for interim periods beginning January 1, 2029. Early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. We are evaluating the effect that this guidance and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. Note 2. Revenue Revenue disaggregated by revenue source and by segment consists of the following (in millions): Year Ended December 31, 2025 2024 2023 Advertising $ 196,175 $ 160,633 $ 131,948 Other revenue 2,584 1,722 1,058 Family of Apps 198,759 162,355 133,006 Reality Labs 2,207 2,146 1,896 Total revenue $ 200,966 $ 164,501 $ 134,902 Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions): Year Ended December 31, 2025 2024 2023 United States and Canada (1) $ 78,866 $ 63,207 $ 52,888 Europe (2) 46,569 38,361 31,210 Asia-Pacific 53,817 45,009 36,154 Rest of World (2) 21,714 17,924 14,650 Total revenue $ 200,966 $ 164,501 $ 134,902 _________________________ (1) United States revenue was $ 74.78 billion, $ 59.73 billion, and $ 49.78 billion for the years ended December 31, 2025, 2024, and 2023, respectively. (2) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East. Deferred revenue was $ 1.08 billion and $ 772 million as of December 31, 2025 and 2024, respectively. Our deferred revenue primarily relates to advertising prepayments and credits, as well as software updates and upgrades associated with RL hardware sales, most of which are expected to be realized in less than a year. 102 Table of Contents 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 years ended December 31, 2025 and 2023, approximately 9 million and 16 million shares of RSUs, respectively, were excluded from the diluted EPS calculation, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material for the year ended December 31, 2024. 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): Year Ended December 31, 2025 2024 2023 (2) Basic EPS: Numerator Distributed earnings $ 5,324 $ 5,072 $ — Undistributed earnings 55,134 57,288 39,098 Net income $ 60,458 $ 62,360 $ 39,098 Denominator Shares used in computation of basic EPS (1) 2,521 2,534 2,574 Basic EPS $ 23.98 $ 24.61 $ 15.19 Diluted EPS: Numerator Net income for diluted EPS $ 60,458 $ 62,360 $ 39,098 Denominator Shares used in computation of basic EPS (1) 2,521 2,534 2,574 Effect of dilutive RSUs 53 80 55 Shares used in computation of diluted EPS 2,574 2,614 2,629 Diluted EPS $ 23.49 $ 23.86 $ 14.87 ____________________________________ (1) Includes 2,178 million, 2,189 million, and 2,220 million shares of Class A common stock and 343 million, 345 million, and 354 million shares of Class B common stock, for the years ended December 31, 2025, 2024, and 2023, respectively. (2) The prior period EPS for Class A and Class B common stock has been presented together to conform with current period presentation, which had no impact on our previously reported basic or diluted EPS. 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. 103 Table of Contents 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 Description December 31, 2025 Quoted 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 securities 1,623 1,623 — — Time deposits 328 — 328 — Corporate debt securities 1,603 — 1,603 — Total cash equivalents 31,482 29,551 1,931 — Marketable securities: U.S. government securities 21,483 21,483 — — U.S. government agency securities 767 767 — — Corporate debt securities 17,477 — 17,477 — Marketable equity securities 5,992 5,992 — — Total marketable securities 45,719 28,242 17,477 — Restricted cash equivalents 2,539 2,539 — — Other assets 106 — — 106 Total $ 79,846 $ 60,332 $ 19,408 $ 106 104 Table of Contents Fair Value Measurement at Reporting Date Using Description December 31, 2024 Quoted 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 $ 36,165 $ 36,165 $ — $ — U.S. government and agency securities 23 23 — — Time deposits 369 — 369 — Corporate debt securities 114 — 114 — Total cash equivalents 36,671 36,188 483 — Marketable securities: U.S. government securities 14,889 14,889 — — U.S. government agency securities 3,053 3,053 — — Corporate debt securities 14,758 — 14,758 — Marketable equity securities 1,226 1,226 — — Total marketable securities 33,926 19,168 14,758 — Restricted cash equivalents 1,193 1,193 — — Other assets 101 — — 101 Total $ 71,891 $ 56,549 $ 15,241 $ 101 Marketable Debt Securities The following tables summarize our available-for-sale marketable debt securities with unrealized losses as of December 31, 2025 and 2024, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions): December 31, 2025 Less than 12 months 12 months or greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ 1,491 $ ( 2 ) $ 1,570 $ ( 18 ) $ 3,061 $ ( 20 ) U.S. government agency securities 17 — 25 — 42 — Corporate debt securities 1,213 ( 1 ) 1,534 ( 20 ) 2,747 ( 21 ) Total $ 2,721 $ ( 3 ) $ 3,129 $ ( 38 ) $ 5,850 $ ( 41 ) December 31, 2024 Less than 12 months 12 months or greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. government securities $ 6,860 $ ( 71 ) $ 4,330 $ ( 146 ) $ 11,190 $ ( 217 ) U.S. government agency securities 435 ( 2 ) 2,083 ( 44 ) 2,518 ( 46 ) Corporate debt securities 2,989 ( 26 ) 6,373 ( 192 ) 9,362 ( 218 ) Total $ 10,284 $ ( 99 ) $ 12,786 $ ( 382 ) $ 23,070 $ ( 481 ) The gross unrealized gains on our marketable debt securities were $ 300 million and not material as of December 31, 2025 and 2024, respectively, and the allowance for credit losses were not material for both periods. 105 Table of Contents The following table classifies our marketable debt securities by contractual maturities (in millions): December 31, 2025 Due within one year $ 13,023 Due after one year to five years 26,704 Total $ 39,727 Marketable Equity Securities The net unrealized gains on our marketable equity securities recognized in interest and other income, net on our consolidated statements of income were $ 413 million and not material during the years ended December 31, 2025 and 2024, respectively. 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): December 31, 2025 2024 Initial cost $ 20,271 $ 6,342 Cumulative upward adjustments 429 300 Cumulative impairment/downward adjustments ( 624 ) ( 624 ) Non-marketable equity investments under measurement alternative 20,076 6,018 Non-marketable equity investments under equity method 7,448 52 Total carrying value of non-marketable equity investments $ 27,524 $ 6,070 Non-Marketable Equity Investments Under Measurement Alternative Our non-marketable equity investments accounted for under the measurement alternative mostly consist of our minority investments in Scale AI for $ 13.80 billion, which was closed during 2025, and our investment in Jio Platforms Limited of $ 5.82 billion as of December 31, 2025. We do not have significant influence over these investees' operations. Non-Marketable Equity Investments Under Equity Method In October 2025, we entered into an arrangement to co-develop a data center campus in Louisiana (the Venture). This Venture provides strategic optionality and flexibility, enabling us to effectively meet future infrastructure capacity needs as AI markets and technologies develop. At Venture formation, we contributed $ 4.30 billion of held-for-sale assets, net of liabilities, and we received a one-time distribution of $ 2.55 billion. We hold a 20 % membership interest in the Venture, which is accounted for under the equity method included within non-marketable equity investments on the consolidated balance sheets. We provide construction management, administrative and property management services to the Venture. The parties have committed to fund their respective pro rata share of approximately $ 27 billion in total estimated development costs. We also entered into lease agreements with the Venture for the use of properties on the data center campus, which will commence in 2029. The aggregate initial lease commitment is approximately $ 12.31 billion, with each property having 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. As of December 31, 2025, RVG payments are not probable and therefore, no liability has been recorded. 106 Table of Contents We do not have the power to direct the activities that most significantly impact the Venture's economic performance. Therefore, we are not the primary beneficiary and do not consolidate the variable interest entity (VIE). Our maximum exposure to loss related to the Venture was $ 45.95 billion as of December 31, 2025, consisting of $ 1.83 billion carrying value of our equity investment, the lease commitments, our estimated future fundings, and the maximum RVG threshold. In addition, our non-marketable equity method investments also include other types of unconsolidated VIEs for which we are not the primary beneficiary, as we do not direct the activities that would significantly affect their economic performance. As of December 31, 2025, total maximum exposure to loss in these other VIEs was $ 5.58 billion, which equals the carrying value of our investments for the year ended December 31, 2025. Note 6. Property and Equipment Property and equipment, net consists of the following (in millions): December 31, 2025 2024 Land $ 3,687 $ 2,561 Servers and network assets 98,040 68,397 Buildings 55,568 47,076 Leasehold improvements 8,346 7,293 Equipment and other 9,377 7,150 Finance lease right-of-use assets 8,187 5,384 Construction in progress 50,521 26,802 Property and equipment, gross 233,726 164,663 Less: Accumulated depreciation ( 57,326 ) ( 43,317 ) Property and equipment, net $ 176,400 $ 121,346 Construction in progress (CIP) includes costs mostly related to construction of data centers, network infrastructure and servers. Interest expense capitalized for the eligible CIP assets was $ 535 million and $ 384 million during the years ended December 31, 2025 and 2024, respectively. Depreciation expense on property and equipment was $ 18.00 billion, $ 15.29 billion, and $ 11.02 billion for the years ended December 31, 2025, 2024, and 2023, respectively. Within property and equipment, servers and network assets depreciation expenses were $ 13.36 billion, $ 11.34 billion, and $ 7.32 billion for the years ended December 31, 2025, 2024, and 2023, respectively. We extended the estimated useful lives of most servers and network assets to 5.5 years, effective January 1, 2025. See Note 1 — Summary of Significant Accounting Policies - Use of Estimates. During the years ended December 31, 2025, 2024, and 2023, total impairment losses for property and equipment were $ 237 million, $ 288 million and $ 738 million, respectively. 107 Table of Contents Note 7. Leases We have entered into various non-cancelable operating and finance lease agreements mostly for our data centers, offices, and certain network infrastructure. Our leases have original lease periods expiring between 2026 and 2093. Many leases include one or more options to renew. The components of lease costs are as follows (in millions): Year Ended December 31, 2025 2024 2023 Finance lease cost: Amortization of right-of-use assets $ 549 $ 387 $ 349 Interest 31 23 20 Operating lease cost 2,798 2,359 2,091 Variable lease cost and other 1,147 844 580 Total $ 4,525 $ 3,613 $ 3,040 Impairment losses for operating lease right-of-use assets were not material for the year ended December 31, 2025. For the years ended December 31, 2024 and 2023, $ 385 million and $ 1.76 billion were recorded as impairment losses for operating lease right-of-use assets, respectively. Supplemental balance sheet information related to lease liabilities is as follows: December 31, 2025 2024 Weighted-average remaining lease term: Finance leases 15.1 years 13.7 years Operating leases 12.3 years 11.5 years Weighted-average discount rate: Finance leases 4.1 % 3.6 % Operating leases 4.3 % 3.9 % The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2025 (in millions): Operating Leases Finance Leases 2026 $ 3,211 $ 344 2027 3,237 97 2028 3,057 97 2029 2,985 88 2030 2,621 86 Thereafter 18,397 792 Total undiscounted cash flows 33,508 1,504 Less: Imputed interest ( 8,355 ) ( 320 ) Present value of lease liabilities $ 25,153 $ 1,184 Lease liabilities, current $ 2,213 $ 308 Lease liabilities, non-current 22,940 876 Present value of lease liabilities $ 25,153 $ 1,184 108 Table of Contents The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2025, we have additional operating and finance leases, that have not yet commenced, with total lease obligations of approximately $ 103.77 billion, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2026 and 2030 with lease terms of greater than one year to 30 years. Supplemental cash flow information related to leases is as follows (in millions): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,189 $ 2,830 $ 2,233 Operating cash flows for finance leases $ 31 $ 23 $ 20 Financing cash flows for finance leases $ 2,524 $ 1,969 $ 1,058 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 7,017 $ 3,784 $ 4,370 Finance leases $ 613 $ 181 $ 588 Note 8. Acquisitions, Goodwill, and Intangible Assets During the year ended December 31, 2025, we completed several business acquisitions with total purchase consideration of $ 4.09 billion in cash and $ 450 million in shares of our Class A common stock, including $ 3.88 billion and $ 664 million allocated to goodwill and intangible assets, respectively. Goodwill generated from these business acquisitions was primarily attributable to advancing our AI efforts, workforce, expected synergies, and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were not material and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition. Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2025 and 2024 are as follows (in millions): Family of Apps Reality Labs Total December 31, 2023 $ 19,246 $ 1,408 $ 20,654 Acquisitions — — — December 31, 2024 19,246 1,408 20,654 Acquisitions 3,697 99 3,796 Adjustments 85 ( 1 ) 84 December 31, 2025 $ 23,028 $ 1,506 $ 24,534 109 Table of Contents The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions): December 31, 2025 December 31, 2024 Weighted-Average Remaining Useful Lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired software 2.6 $ 2,601 $ ( 400 ) $ 2,201 $ 250 $ ( 58 ) $ 192 Acquired technology 3.0 1,151 ( 235 ) 916 442 ( 247 ) 195 Acquired patents 6.4 224 ( 143 ) 81 252 ( 165 ) 87 Other 3.4 113 ( 16 ) 97 24 ( 8 ) 16 Total finite-lived assets 4,089 ( 794 ) 3,295 968 ( 478 ) 490 Total indefinite-lived assets N/A 397 — 397 425 — 425 Total $ 4,486 $ ( 794 ) $ 3,692 $ 1,393 $ ( 478 ) $ 915 During the year ended December 31, 2025, we also purchased software licenses of $ 2.40 billion which are classified as acquired software within the intangible assets. Amortization expense of intangible assets for the years ended December 31, 2025, 2024, and 2023 was $ 615 million, $ 211 million, and $ 161 million, respectively. As of December 31, 2025, expected amortization expense for finite-lived intangible assets for the next five years and thereafter is as follows (in millions): 2026 $ 1,259 2027 1,162 2028 771 2029 39 2030 27 Thereafter 37 Total $ 3,295 Note 9. Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities are as follows (in millions): December 31, 2025 2024 Legal-related accruals (1) $ 6,867 $ 5,523 Accrued compensation and benefits 7,151 6,350 Accrued property and equipment 4,402 2,582 Accrued taxes 1,922 3,438 Other current liabilities 10,387 6,074 Total $ 30,729 $ 23,967 _________________________ (1) Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 11 — Commitments and Contingencies. 110 Table of Contents Note 10. Long-term Debt In November 2025, we issued an aggregate of $ 30.0 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): Maturity Stated Interest Rate Effective Interest Rate December 31, 2025 December 31, 2024 August 2022 Notes 2027 - 2062 3.50 % - 4.65 % 3.63 % - 4.71 % $ 10,000 $ 10,000 May 2023 Notes 2028 - 2063 4.60 % - 5.75 % 4.68 % - 5.79 % 8,500 8,500 August 2024 Notes 2029 - 2064 4.30 % - 5.55 % 4.42 % - 5.60 % 10,500 10,500 November 2025 Notes 2030 - 2065 4.20 % - 5.75 % 4.27 % - 5.77 % 30,000 — Total face amount of long-term debt 59,000 29,000 Unamortized discount and issuance costs, net ( 256 ) ( 174 ) Long-term debt $ 58,744 $ 28,826 Each series of the Notes rank equally with each other and interest 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 $ 1.09 billion, $ 683 million, and $ 420 million for the years ended December 31, 2025, 2024, and 2023, respectively. The total estimated fair value of our outstanding Notes was $ 57.22 billion and $ 27.83 billion as of December 31, 2025 and 2024, respectively. The fair value is 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 December 31, 2025, future principal payments for the Notes, by year, are as follows (in millions): 2026 $ — 2027 2,750 2028 1,500 2029 1,000 2030 5,000 Thereafter 48,750 Total $ 59,000 111 Table of Contents Note 11. Commitments and Contingencies Contractual Commitments We have $ 131.05 billion of non-cancelable contractual commitments as of December 31, 2025. These commitments are mostly related to third-party cloud capacity arrangements and our continued investments in servers and network infrastructure, data centers, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2025 (in millions): 2026 $ 30,634 2027 22,166 2028 21,221 2029 19,761 2030 19,407 Thereafter 17,857 Total $ 131,046 Additionally, as part of the normal course of business, we have entered into multi-year agreements ranging from three 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 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 14 — Income Taxes. 112 Table of Contents 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 is subject to court approval. 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. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation . On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims. Trial began on July 16, 2025. On July 17, 2025, the parties agreed to a settlement in principle to resolve all claims in the action, which is subject to court approval. 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, with briefing due to be complete by 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 113 Table of Contents 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, and on January 20, 2026, the district court continued the stay and ordered the parties to file a status update by June 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 I, Item 3 of this Annual Report on Form 10-K. 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 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 1.6 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, 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 114 Table of Contents 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 September 2027. 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 ). In addition, on April 29, 2025, a similar unfair competition claim was filed against us by 67 media companies in France ( 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. 115 Table of Contents 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. 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 ( Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc .). 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 March 8, 2022, a putative class action was 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 in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking unspecified damages ( Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc. ). On July 18, 2023, the court dismissed the claims against Meta and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint and on September 17, 2024, the court dismissed the claims with prejudice. On October 14, 2024, plaintiffs filed their notice of appeal and oral argument was held on January 6, 2026. 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, Brazil, 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 116 Table of Contents firearms, and privacy-related matters, among others. These lawsuits seek damages 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. Trial in the first of the state attorneys general cases is currently scheduled to begin on February 2, 2026 in the First Judicial District Court of New Mexico, in a case brought by the New Mexico Attorney General. Trials in other state attorneys general cases are currently scheduled or expected to be scheduled in the second half of 2026 or in 2027. The first trial in the multidistrict litigation ( In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation ) is a school district bellwether case and is scheduled to begin on June 15, 2026. Across the cases described above, the damages or penalties that plaintiffs have indicated they intend to seek range widely in amount, including in certain cases up to the high tens of billions of dollars. In addition, beginning in November 2024, counsel for over one 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, 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. 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 claim of copyright infringement due to alleged distribution of books to third parties during the downloading process. The court is scheduled to hear summary judgment motions on July 16, 2026. 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 ( Entrepreneur Media v. Meta Platforms, Inc., Carreyrou et al. v. Anthropic PBC, et al. and TED Entertainment, Inc. v. Meta Platforms, Inc .). We expect some of these cases will be set for trial beginning in mid-2027. 117 Table of Contents 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 regulatory inquiries and litigation related to allegedly deceptive advertising, including but not limited to financial scams and the use of our services to promote deceptive activity, in other parts of the world. We are also subject to other litigation and government inquiries and investigations relating to advertising 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, unlawful discrimination, and other harms potentially impacting large numbers of people. We have received additional requests relating to these and other topics including in connection with news outlet reporting regarding these issues in the fourth quarter of 2025. 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. Indemnifications In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2025, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. Liabilities recorded for costs related to indemnification through December 31, 2025 were not material. 118 Table of Contents Note 12. Stockholders' Equity Common Stock Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2025, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $ 0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted. As of December 31, 2025, there were 2,187 million shares of Class A common stock and 343 million shares of Class B common stock issued and outstanding. 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. As of December 31, 2024, $ 51.28 billion remained available and authorized for repurchases under this program. In 2025, we repurchased and subsequently retired 40 million shares of our Class A common stock for an aggregate amount of $ 26.26 billion, including excise taxes. As of December 31, 2025, $ 25.03 billion remained available and authorized for repurchases. The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Our share repurchase program may be suspended, delayed, discontinued, or accelerated at any time. Dividend The following table summarizes our dividends activities for the periods presented (in millions, except per share amounts): Record Date Payment Date Dividend Per Share Class A Class B Total 2025 March 14, 2025 March 26, 2025 $ 0.525 $ 1,145 $ 180 $ 1,325 June 16, 2025 June 26, 2025 $ 0.525 $ 1,142 $ 180 $ 1,322 September 22, 2025 September 29, 2025 $ 0.525 $ 1,143 $ 180 $ 1,323 December 15, 2025 December 23, 2025 $ 0.525 $ 1,148 $ 180 $ 1,328 2024 February 22, 2024 March 26, 2024 $ 0.50 $ 1,099 $ 174 $ 1,273 June 14, 2024 June 26, 2024 $ 0.50 $ 1,093 $ 173 $ 1,266 September 16, 2024 September 26, 2024 $ 0.50 $ 1,090 $ 172 $ 1,262 December 16, 2024 December 27, 2024 $ 0.50 $ 1,095 $ 172 $ 1,267 Beginning in the first quarter of 2025, our board of directors increased the cash dividend by 5 % to $ 0.525 per share of outstanding Class A and Class B common stock. During the years ended December 31, 2025 and 2024, dividend equivalent payments on eligible equity awards, which are not included above, were not material. Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole 119 Table of Contents discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs. Share-based Compensation Plan Our board of directors and stockholders approved our 2025 Equity Incentive Plan (2025 Plan), effective as of May 28, 2025, which serves as the successor to our 2012 Equity Incentive Plan (2012 Plan) and provides for the issuance of RSUs, incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, performance shares, and stock bonuses to qualified employees, directors, and consultants. No new awards will be issued under the 2012 Plan as of the effective date of the 2025 Plan. Outstanding awards under the 2012 Plan continue to be subject to the terms and conditions of the 2012 Plan. Shares that are withheld in connection with the net settlement of RSUs granted under the 2012 Plan and 2025 Plan, as well as forfeited shares underlying RSUs that were granted under the 2012 Plan and 2025 Plan, are added to the reserves of the 2025 Plan. As of December 31, 2025, there were 454 million shares of our Class A common stock reserved for future issuance under our 2025 Plan. Pursuant to the automatic increase provision under our 2025 Plan, the number of shares reserved for issuance increases automatically on January 1 of each of the calendar years during the term of the 2025 Plan, which will continue through May 2035, by a number of shares of Class A common stock equal to the lesser of (i) 2.5 % of the total issued and outstanding shares of our Class A common stock as of the immediately preceding December 31st or (ii) a number of shares determined by our board of directors. Pursuant to this automatic increase provision, our board of directors approved an increase of 55 million shares of Class A common stock reserved for issuance, effective January 1, 2026. The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements of income (in millions): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 1,124 $ 1,055 $ 740 Research and development 17,485 13,683 11,429 Marketing and sales 926 1,026 952 General and administrative 892 926 906 Total $ 20,427 $ 16,690 $ 14,027 The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2025: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Unvested at December 31, 2024 122,632 $ 302.27 Granted 69,666 $ 661.57 Vested ( 61,906 ) $ 317.68 Forfeited ( 14,840 ) $ 379.82 Unvested at December 31, 2025 115,552 $ 500.68 The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 43.11 billion, $ 33.14 billion, and $ 17.46 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2025, 2024, and 2023 was $ 9.33 billion, $ 6.95 billion, and $ 3.65 billion, respectively. As of December 31, 2025, unrecognized share-based compensation expense related to RSU awards was $ 54.81 billion, which is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions. 120 Table of Contents Note 13. Interest and Other Income, Net The following table presents the detail of interest and other income, net (in millions): Year Ended December 31, 2025 2024 2023 Interest income $ 2,123 $ 2,517 $ 1,639 Interest expense ( 1,165 ) ( 715 ) ( 446 ) Foreign currency exchange gains (losses), net 352 ( 690 ) ( 366 ) Other income (expense), net 1,346 171 ( 150 ) Total interest and other income, net $ 2,656 $ 1,283 $ 677 Note 14. Income Taxes The components of income before provision for income taxes are as follows (in millions): Year Ended December 31, 2025 2024 2023 Domestic $ 79,644 $ 66,342 $ 43,499 Foreign 6,288 4,321 3,929 Income before provision for income taxes $ 85,932 $ 70,663 $ 47,428 The provision for income taxes consists of the following (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ 2,820 $ 9,569 $ 4,934 State 745 775 577 Foreign 3,154 2,696 2,688 Total current tax expense 6,719 13,040 8,199 Deferred: Federal 18,379 ( 4,709 ) 67 State 395 ( 43 ) 123 Foreign ( 19 ) 15 ( 59 ) Total deferred tax (benefits) expense 18,755 ( 4,737 ) 131 Provision for income taxes $ 25,474 $ 8,303 $ 8,330 As a result of the implementation of the One Big Beautiful Bill Act (OBBBA) enacted in July 2025, we expect to incur Corporate Alternative Minimum Tax (CAMT) beginning in 2025. We recorded a $ 15.93 billion charge in the third quarter of 2025, of which $ 14.03 billion was a valuation allowance against our U.S. federal deferred tax assets as of the enactment date of OBBBA, and the remaining was mostly related to the reduction of the benefit of the foreign-derived intangible income deduction. In determining the valuation allowance, our accounting policy incorporates the expected impact of future years’ CAMT in assessing the realizability of our deferred tax assets. 121 Table of Contents Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively. See Note 1 — Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for additional details on the adoption of ASU 2023-09. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions, except percentages): Year Ended December 31, 2025 U.S. federal statutory income tax rate $ 18,046 21.0 % State and local income taxes, net of federal income tax effect (1) ( 202 ) ( 0.2 ) Foreign tax effects 1,464 1.7 Tax credits Research and development tax credits ( 3,912 ) ( 4.6 ) U.S. foreign tax credits ( 1,405 ) ( 1.6 ) Valuation allowances (2) 11,974 13.9 Changes in unrecognized tax benefits (3) 3,127 3.6 Other adjustments Excess tax benefits from share-based compensation ( 4,307 ) ( 5.0 ) Other (4) 689 0.8 Effective tax rate $ 25,474 29.6 % _________________________ (1) California represents the majority of the tax effect in this category. (2) Primarily related to the implementation of OBBBA. (3) Changes in unrecognized tax benefits on an aggregated basis for all jurisdictions. (4) Includes the tax effects of enactment of new tax laws (excluding implementation of OBBBA reflected in valuation allowances), effect of cross-border tax laws, and nontaxable or nondeductible items. A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate for the years ended December 31, 2024 and 2023 is as follows (in percentages): Year Ended December 31, 2024 2023 U.S. federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.7 1.1 Share-based compensation ( 3.7 ) ( 0.6 ) Research and development tax credits ( 2.9 ) ( 1.5 ) Foreign-derived intangible income deduction ( 4.9 ) ( 4.3 ) Effect of non-U.S. operations 0.2 0.9 Other 1.4 1.0 Effective tax rate 11.8 % 17.6 % 122 Table of Contents Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions): Year Ended December 31, 2025 Federal $ 4,118 State 331 Foreign Brazil 884 India 652 Ireland 567 Other 1,026 Cash paid for income taxes, net of refunds received $ 7,578 Our deferred tax assets (liabilities) are as follows (in millions): December 31, 2025 2024 Deferred tax assets: Loss carryforwards $ 4,432 $ 289 Tax credit carryforwards 10,506 2,771 Share-based compensation 706 520 Accrued expenses and other liabilities 2,741 2,223 Lease liabilities 5,150 3,940 Capitalized research and development 4,138 16,743 Unrealized losses in securities and investments 143 115 Other 274 442 Total deferred tax assets 28,090 27,043 Less: valuation allowance ( 15,895 ) ( 3,506 ) Deferred tax assets, net of valuation allowance 12,195 23,537 Deferred tax liabilities: Depreciation and amortization ( 15,901 ) ( 10,959 ) Right-of-use assets ( 4,453 ) ( 3,000 ) Unrealized gains in securities and investments ( 621 ) — Other ( 387 ) — Total deferred tax liabilities ( 21,362 ) ( 13,959 ) Net deferred tax assets (liabilities) $ ( 9,167 ) $ 9,578 The valuation allowance was approximately $ 15.90 billion as of December 31, 2025, mostly related to U.S. federal deferred tax assets, including certain tax credits and attributes that are not expected to be realized due to the anticipated impact of future years' CAMT, and state tax credit carryforwards. The valuation allowance was approximately $ 3.51 billion as of December 31, 2024, mostly related to U.S. state tax credit carryforwards, U.S. foreign tax credits, and unrealized losses in marketable securities. As of December 31, 2025, our U.S. federal net operating loss carryforwards were $ 16.35 billion, most of which do not expire. Our state net operating loss carryforwards were $ 3.79 billion, which will begin to expire in 2031 if not utilized. As of December 31, 2025, we have federal and state tax credit carryforwards of $ 7.85 billion and $ 6.80 billion, respectively, most of which do not expire. 123 Table of Contents Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50 % over a three‑year period. We have not accrued taxes related to the outside basis difference in the contributed capital of our foreign subsidiaries, as we currently intend to indefinitely reinvest that capital. The determination of the amount of the deferred tax liability is not practicable. The following table reflects changes in the gross unrecognized tax benefits (in millions): Year Ended December 31, 2025 2024 2023 Gross unrecognized tax benefits ‑ beginning of period $ 15,131 $ 11,666 $ 10,757 Increases related to prior year tax positions 900 685 168 Decreases related to prior year tax positions ( 1,131 ) ( 6 ) ( 263 ) Increases related to current year tax positions 2,863 2,882 1,204 Decreases related to settlements of prior year tax positions ( 1,264 ) ( 9 ) ( 199 ) Decreases related to lapses of statute of limitations ( 49 ) ( 87 ) ( 1 ) Gross unrecognized tax benefits ‑ end of period $ 16,450 $ 15,131 $ 11,666 These unrecognized tax benefits were primarily accrued for 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. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2025, 2024, and 2023 were $ 2.60 billion, $ 2.21 billion, and $ 1.48 billion, respectively. If our gross unrecognized tax benefits of $ 16.45 billion as of December 31, 2025 were realized in a future period, this would result in a tax benefit of $ 11.25 billion within our provision of income taxes at such time. Our long-term income tax liabilities include $ 11.23 billion related to the uncertain tax positions and $ 9.78 billion related to deferred tax liabilities as of December 31, 2025. We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. Our 2014 through 2016 tax years are with the Internal Revenue Service (IRS) Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS. Our 2021 and subsequent tax years remain open to examination by the Irish Revenue Commissioners. Facebook, Inc. v. Comm'r of Internal Revenue In July 2016, we received a Statutory Notice of Deficiency (Notice) from the 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 124 Table of Contents 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 December 31, 2025, we believe our accrual for unrecognized tax benefits is adequate. We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. We have a number of years remaining that are subject to examination, of which the timing of the resolution, settlement, and closure of any audits is highly uncertain. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows. 125 Table of Contents Note 15. Segment and Geographical 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. Our chief executive officer is our chief operating decision maker (CODM). Our CODM uses consolidated and operating segment's revenue and income (loss) from operations to allocate resources during our annual planning process and to assess performance. Our CODM does not evaluate operating segments using asset or liability information. Revenue and costs and expenses are generally directly attributed to our segments. These directly attributable costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, and legal-related costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, and physical security expenses are mostly allocated based on headcount. Costs related to the operation of our data centers and technical infrastructure are generally allocated to our segments based on estimated usage, most of which is allocated to the FoA segment. The following table sets forth our segment information of revenue, expenses, and income (loss) from operations (in millions): Year Ended December 31, 2025 2024 2023 Family of Apps: Revenue $ 198,759 $ 162,355 $ 133,006 Employee compensation (1) ( 39,943 ) ( 31,116 ) ( 28,878 ) Other costs and expenses (2) ( 56,347 ) ( 44,130 ) ( 41,257 ) Income from operations $ 102,469 $ 87,109 $ 62,871 Reality Labs: Revenue $ 2,207 $ 2,146 $ 1,896 Employee compensation (1) ( 10,759 ) ( 10,211 ) ( 8,942 ) Other costs and expenses (3) ( 10,641 ) ( 9,664 ) ( 9,074 ) Loss from operations $ ( 19,193 ) $ ( 17,729 ) $ ( 16,120 ) Total: Revenue $ 200,966 $ 164,501 $ 134,902 Employee compensation (1) ( 50,702 ) ( 41,327 ) ( 37,820 ) Other costs and expenses ( 66,988 ) ( 53,794 ) ( 50,331 ) Income from operations $ 83,276 $ 69,380 $ 46,751 ____________________________________ (1) Employee compensation includes employee payroll, share-based compensation, bonus, and employee benefits for medical care, retirement, insurances and other. (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. 126 Table of Contents The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in millions): December 31, 2025 2024 United States $ 173,390 $ 117,478 Rest of the world (1) 23,414 18,790 Total long-lived assets $ 196,804 $ 136,268 _________________________ (1) No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented. For information regarding revenue disaggregated by geography, see Note 2 — Revenue. 127 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.