Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control
There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended December 31, 2025, the officers and directors listed below adopted , modified, or terminated trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. References to "net shares received" below refer to net shares received by an officer after excluding any shares withheld by us to satisfy our income tax withholding and remittance obligations in connection with the net settlement of equity awards.
On November 17, 2025 , Javier Olivan , our Chief Operating Officer , entered into a trading plan that provides for the sale of up to all of the net shares received during 2026 pursuant to Mr. Olivan's outstanding equity awards and any future equity award grants, as well as the sale of an aggregate of up to 43,333 shares of our Class A common stock held by Mr.
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Olivan and his affiliated entities. The plan will terminate on February 20, 2027 , subject to early termination for certain specified events set forth in the plan.
On November 25, 2025 , Peggy Alford , a member of our board of directors , entered into a trading plan that provides for the sale of an aggregate of up to $1 million worth of shares of our Class A common stock. The plan will terminate on November 15, 2026 , subject to early termination for certain specified events set forth in the plan.
On November 25, 2025 , Susan Li , our Chief Financial Officer , entered into a trading plan that provides for the sale of an aggregate of up to 112,273 shares of our Class A common stock and up to all of the net shares received during 2026 pursuant to Ms. Li and her spouse's outstanding equity awards and any future equity award grants. The plan will terminate on November 24, 2026 , subject to early termination for certain specified events set forth in the plan.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Our board of directors has adopted codes of conduct applicable to all officers, directors, and employees, which are available on our website (investor.atmeta.com) under "Leadership & Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.
We have adopted insider trading and 10b5-1 trading plan policies and procedures applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards. Our insider trading policy and our 10b5-1 trading plan policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
We have filed the following documents as part of this Form 10-K:
1. Consolidated Financial Statements:
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)
83
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
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
3. Exhibits
Exhibit Incorporated by Reference Filed
Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation (including all amendments thereto).
10-Q 001-35551 3.1 August 1, 2024
3.2 Amended and Restated Bylaws.
8-K 001-35551 3.1 September 10, 2024
4.1 Form of Class A Common Stock Certificate.
10-K 001-35551 4.1 February 3, 2022
4.2 Form of Class B Common Stock Certificate.
10-K 001-35551 4.2 February 3, 2022
4.3 Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-35551 4.1 August 9, 2022
4.4 First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-35551 4.2 August 9, 2022
4.5 Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-35551 4.1 May 3, 2023
4.6 Third Supplemental Indenture, dated as of August 9, 2024, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-35551 4.1 August 9, 2024
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Exhibit Incorporated by Reference Filed
Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
4.7 Fourth Supplemental Indenture, dated as of November 3, 2025 , by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-35551 4.1 November 3, 2025
4.8 Description of Registrant's Capital Stock.
10-K 001-35551 4.6 February 2, 2024
10.1+ Form of Indemnification Agreement.
8-K 001-35551 10.1 April 15, 2019
10.2(A)+ 2012 Equity Incentive Plan, as amended.
10-K 001-35551 10.2(A) February 2, 2023
10.2(B)+ Third Amendment to the 2012 Equity Incentive Plan.
10-K 001-35551 10.2(B) February 2, 2023
10.2(C)+ Fourth Amendment to the 2012 Equity Incentive Plan.
10-Q 001-35551 10.1 August 1, 2024
10.2(D)+ 2012 Equity Incentive Plan forms of award agreements .
10-Q 001-35551 10.2 April 30, 2020
10.2(E)+ 2012 Equity Incentive Plan forms of award agreements (Additional Forms).
10-Q 001-35551 10.2 July 29, 2021
10.2(F)+ 2012 Equity Incentive Plan forms of award agreements (Additional Forms).
10-Q 001-35551 10.3 April 28, 2022
10.2(G)+ 2012 Equity Incentive Plan forms of award agreements (Additional Forms).
10-Q 001-35551 10.1 April 27, 2023
10.2(H)+ 2012 Equity Incentive Plan forms of award agreements (Additional Forms).
10-Q 001-35551 10.2 April 25, 2024
10.2(I)+ 2025 Equity Incentive Plan.
10-Q 001-35551 10.1 July 31, 2025
10.2(J)+ 2025 Equity Incentive Plan forms of award agreements .
10-Q 001-35551 10.2 July 31, 2025
10.3+ Amended and Restated Bonus Plan, effective January 1, 2025.
10-Q 001-35551 10.1 May 1, 2025
10.4+ Amended and Restated Bonus Plan, effective January 1, 202 6 .
X
10.5+ Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.
S-1 333-179287 10.6 February 8, 2012
10.6+ Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox.
10-Q 001-35551 10.1 April 29, 2021
10.7+ Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan.
10-K 001-35551 10.8 February 2, 2023
10.8+ Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth.
10-Q 001-35551 10.3 April 27, 2023
10.9+ Offer Letter, dated November 1, 2022, between Registrant and Susan Li.
10-Q 001-35551 10.4 April 27, 2023
10.10+ Form of Executive Officer Offer Letter.
10-Q 001-35551 10.3 July 25, 2019
10.11+ Director Compensation Policy, as amended.
10-Q 001-35551 10.3 July 31, 2025
10.12+ Amended and Restated Deferred Compensation Plan for Non-Employee Directors .
10-Q 001-35551 10.4 July 31, 2025
10.13+ Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg.
10-Q 001-35551 10.2 April 29, 2021
10.14+* Aircraft Time Sharing Agreement, dated March 27, 2024, between Registrant and Mark Zuckerberg.
10-Q 001-35551 10.1 April 25, 2024
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Exhibit Incorporated by Reference Filed
Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
10.15+* Form of Director Aircraft Time Sharing Agreement.
10-Q 001-35551 10.1 October 31, 2024
19.1 Insider Trading Policy.
10-K 001-35551 19.1 January 30, 2025
19.2 10b5-1 Trading Plan Policy.
10-K 001-35551 19.2 January 30, 2025
21.1 List of Subsidiaries.
X
23.1 Consent of Independent Registered Public Accounting Firm.
X
31.1 Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Susan Li, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1# Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2# Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Compensation Recoupment Policy.
10-K 001-35551 97.1 February 2, 2024
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X
+ Indicates a management contract or compensatory plan.
* Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 28th day of January 2026.
META PLATFORMS, INC.
Date: January 28, 2026 /s/ Susan Li
Susan Li
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title Date
/s/ Mark Zuckerberg Chairman and Chief Executive Officer
(Principal Executive Officer)
January 28, 2026
Mark Zuckerberg
/s/ Susan Li Chief Financial Officer
(Principal Financial Officer)
January 28, 2026
Susan Li
/ S / Aaron Anderson
Chief Accounting Officer
(Principal Accounting Officer)
January 28, 2026
Aaron Anderson
/s/ Peggy Alford Director January 28, 2026
Peggy Alford
/s/ Marc L. Andreessen Director January 28, 2026
Marc L. Andreessen
/s/ John Arnold
Director January 28, 2026
John Arnold
/s/ Patrick Collison
Director January 28, 2026
Patrick Collison
/s/ John Elkann
Director January 28, 2026
John Elkann
/s/ Andrew W. Houston Director January 28, 2026
Andrew W. Houston
/s/ Nancy Killefer Director January 28, 2026
Nancy Killefer
/s/ Robert M. Kimmitt Director January 28, 2026
Robert M. Kimmitt
/s/ Charles Songhurst
Director January 28, 2026
Charles Songhurst
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Signature Title Date
/s/ Hock E. Tan
Director January 28, 2026
Hock E. Tan
/s/ Tracey T. Travis Director January 28, 2026
Tracey T. Travis
/s/ Dana White
Director January 28, 2026
Dana White
/s/ Tony Xu Director January 28, 2026
Tony Xu
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