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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________ 

FORM 10-Q
____________________________________________ 
(Mark One)
☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number:  001-35551
____________________________________________ 

Meta Platforms, Inc.
(Exact name of registrant as specified in its charter)
____________________________________________ 

Delaware 20-1665019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

1 Meta Way , Menlo Park , California 94025
(Address of principal executive offices and Zip Code)

( 650 )  543-4800
(Registrant's telephone number, including area code)
 ____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.000006 par value META The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ☒    No  ☐  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.

Class Number of Shares Outstanding
Class A Common Stock $0.000006 par value 2,177,889,269    shares outstanding as of October 24, 2025
Class B Common Stock $0.000006 par value 342,638,328    shares outstanding as of October 24, 2025

Meta Platforms, Inc.

Form 10-Q
For the Quarterly Period Ended September 30, 2025

TABLE OF CONTENTS

    Page 

Note About Forward-Looking Statements
3

Limitations of Key Metrics and Other Data
4

PART I—FINANCIAL INFORMATION
6

Item 1.
Financial Statements (unaudited)
6

Condensed Consolidated Balance Sheets— September 30, 2025 and December 31, 20 24
6

Condensed Consolidated Statements of Income—for the three and nine months ended September 30, 2025 and 20 24
7

Condensed Consolidated Statements of Comprehensive Income—for the three and nine months ended September 30, 2025 and 20 24
8

Condensed Consolidated Statements of Stockholders' Equity—for the three and nine months ended Sept ember 30, 2025 and 20 24
9

Condensed Consolidated Statements of Cash Flows—for the nine months ended September 30, 2025 and 20 24
10

Notes to Condensed Consolidated Financial Statements
12

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
32

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
50

Item 4.
Controls and Procedures
50

PART II—OTHER INFORMATION
51

Item 1.
Legal Proceedings
51

Item 1A.
Risk Factors
58

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
95

Item 5.
Other Information
95

Item 6.
Exhibits
96

SIGNATURES
97

2

Table of Contents

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward‑looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward‑looking statements.

Unless expressly indicated or the context requires otherwise, the terms "Meta," "company," "we," "us," and "our" in this document refer to Meta Platforms, Inc., a Delaware corporation, and, where appropriate, its subsidiaries. The term "Family" refers to our Facebook, Instagram, Messenger, and WhatsApp products. For references to accessing Meta's products on the "web" or via a "website," such terms refer to accessing such products on personal computers. For references to accessing Meta's products on "mobile," such term refers to accessing such products via a mobile application or via a mobile-optimized version of our websites such as m.facebook.com, whether on a mobile phone or tablet.
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LIMITATIONS OF KEY METRICS AND OTHER DATA

Family Metrics

The numbers for our key metrics are calculated using internal company data based on the activity of user accounts. We report our estimates of the numbers of our daily active people (DAP) and average revenue per person (ARPP) (collectively, our "Family metrics") based on the activity of users who visited at least one of Facebook, Instagram, Messenger, and WhatsApp (collectively, our "Family" of products) during the applicable period of measurement.

While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large online and mobile populations around the world. The methodologies used to measure these metrics require significant judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our estimates of our user base, and such estimates may change due to improvements or changes in our methodology. We regularly review our processes for calculating these metrics, and from time to time we discover inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We generally do not intend to update previously disclosed Family metrics for any such inaccuracies or adjustments that are within the error margins disclosed below.

In addition, our Family metrics estimates will differ from estimates published by third parties due to differences in methodology or other factors such as data limitations or other challenges in measuring large online and mobile populations. For example, our methodologies include measurements of our user base that have in some instances exceeded estimates of addressable online and mobile populations that are based on data published by third parties.

Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not reflect the actual size of our community. Rather, our Family metrics represent our estimates of the number of unique people using at least one of Facebook, Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex techniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. These techniques and models require significant judgment, are subject to data and other limitations discussed below, and inherently are subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user survey data as described further below, which itself is subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide DAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. As a result, it is also possible that our Family metrics may indicate changes or trends in user numbers that do not match actual changes or trends.

To calculate our estimates of DAP, we currently use a series of machine learning models that are developed based on internal reviews of limited samples of user accounts and calibrated against user survey data. We apply significant judgment in designing these models and calculating these estimates. For example, to match user accounts within individual products and across multiple products, we use data signals such as similar device information, IP addresses, and user names. We also calibrate our models against data from periodic user surveys of varying sizes and frequency across our products, which survey questions are based on monthly usage, and which are inherently subject to error. The timing and results of such user surveys have in the past contributed, and may in the future contribute, to changes in our reported Family metrics from period to period. In addition, our data limitations may affect our understanding of certain details of our business and increase the risk of error for our Family metrics estimates. Our techniques and models rely on a variety of data signals from different products, and we rely on more limited data signals for some products compared to others. For example, as a result of limited visibility into encrypted products, we have fewer data signals from WhatsApp user accounts and primarily rely on phone numbers and device information to match WhatsApp user accounts with accounts on our other products. Any loss of access to data signals
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we use in our process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party browser or mobile platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our reported Family metrics, as well as our ability to report these metrics at all. Our estimates of Family metrics also may change as our methodologies evolve, including through the application of new data signals or technologies, product changes, or other improvements in our user surveys, algorithms, or machine learning that may improve our ability to match accounts within and across our products or otherwise evaluate the broad population of our users. In addition, such evolution may allow us to identify previously undetected violating accounts (as defined below).

We regularly evaluate our Family metrics to estimate the percentage of our DAP consisting solely of "violating" accounts. We define "violating" accounts as accounts which we believe are intended to be used for purposes that violate our terms of service, including bots and spam. In the fourth quarter of 2024, we estimated that less than 3% of our worldwide DAP consisted solely of violating accounts. Such estimation is based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination. For example, we look for account information and behaviors associated with Facebook and Instagram accounts that appear to be inauthentic to the reviewers, but we have limited visibility into WhatsApp user activity due to encryption. In addition, if we believe an individual person has one or more violating accounts, we do not include such person in our violating accounts estimation as long as we believe they have one account that does not constitute a violating account. From time to time, we disable certain user accounts, make product changes, or take other actions to reduce the number of violating accounts among our users, which may also reduce our DAP estimates in a particular period. We intend to continue to disclose our estimates of the percentage of our DAP consisting solely of violating accounts on an annual basis in our Annual Report on Form 10-K. Violating accounts are very difficult to measure at our scale, and it is possible that the actual number of violating accounts may vary significantly from our estimates.

User Geography

Our estimates for revenue by user location, as well as year-over-year percentage changes in ad impressions delivered and the average price per ad by user location, are also affected by data limitations and other challenges in measuring user geography. Our data regarding the geographic location of our users is estimated based on a number of factors, such as the user's IP address and self-disclosed location. These factors may not always accurately reflect the user's actual location. For example, a user may appear to be accessing our products from the location of the proxy server that the user connects to rather than from the user's actual location. The methodologies used to measure our metrics are also susceptible to algorithm or other technical errors.
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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

META PLATFORMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except number of shares and par value)
(Unaudited)
September 30,
2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 10,187   $ 43,889  
Marketable securities 34,261   33,926  
Accounts receivable, net 17,297   16,994  
Prepaid expenses and other current assets 11,373   5,236  
Total current assets 73,118   100,045  
Non-marketable equity investments 25,074   6,070  
Property and equipment, net 160,270   121,346  
Operating lease right-of-use assets 17,372   14,922  
Goodwill 21,158   20,654  
Other assets 6,852   13,017  
Total assets $ 303,844   $ 276,054  

Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 7,798   $ 7,687  
Operating lease liabilities, current 2,113   1,942  
Accrued expenses and other current liabilities 27,047   23,967  
Total current liabilities 36,958   33,596  
Operating lease liabilities, non-current 20,113   18,292  
Long-term debt 28,834   28,826  
Long-term income taxes 11,738   9,987  
Other liabilities 12,135   2,716  
Total liabilities 109,778   93,417  
Commitments and contingencies
Stockholders' equity:
Common stock, $ 0.000006 par value; 5,000 million Class A shares authorized, 2,178 million and 2,190 million shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively; 4,141 million Class B shares authorized, 343 million and 344 million shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively
—   —  
Additional paid-in capital 92,330   83,228  
Accumulated other comprehensive income (loss) 159   ( 3,097 )
Retained earnings 101,577   102,506  
Total stockholders' equity 194,066   182,637  
Total liabilities and stockholders' equity $ 303,844   $ 276,054  

See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
 
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Revenue $ 51,242   $ 40,589   $ 141,073   $ 116,116  
Costs and expenses:
Cost of revenue 9,206   7,375   25,269   21,322  
Research and development 15,144   11,177   40,237   31,693  
Marketing and sales 2,845   2,822   8,581   8,107  
General and administrative 3,512   1,865   8,455   8,978  
Total costs and expenses 30,707   23,239   82,542   70,100  
Income from operations 20,535   17,350   58,531   46,016  
Interest and other income, net 1,128   472   2,047   1,095  
Income before provision for income taxes 21,663   17,822   60,578   47,111  
Provision for income taxes 18,954   2,134   22,888   5,589  
Net income $ 2,709   $ 15,688   $ 37,690   $ 41,522  
Earnings per share:
Basic $ 1.08   $ 6.20   $ 14.96   $ 16.37  
Diluted $ 1.05   $ 6.03   $ 14.62   $ 15.88  
Weighted-average shares used to compute earnings per share:
Basic 2,517   2,529   2,520   2,536  
Diluted 2,572   2,600   2,578   2,615  

See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Net income $ 2,709   $ 15,688   $ 37,690   $ 41,522  
Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of tax ( 162 ) 937   2,598   243  
Change in unrealized gain (loss) on available-for-sale investments and other, net of tax 92   566   658   720  
Comprehensive income $ 2,639   $ 17,191   $ 40,946   $ 42,485  

See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions, except per share amounts)
(Unaudited)

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Total Stockholders' Equity Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Stockholders' Equity
Shares Par Value Shares Par Value
Balances at beginning of period 2,516   $ —   $ 88,496   $ 229   $ 106,345   $ 195,070   2,533   $ —   $ 78,270   $ ( 2,695 ) $ 81,188   $ 156,763  
Net income —  —  —  —  2,709   2,709   —  —  —  —  15,688   15,688  
Other comprehensive income (loss) —  —  —  ( 70 ) —  ( 70 ) —  —  1,503   —  1,503  
Issuance of common stock 16   —  450   —  —  450   16   —  —  —  —  — 
Shares withheld related to net share settlement ( 7 ) —  ( 2,166 ) —  ( 2,969 ) ( 5,135 ) ( 7 ) —  ( 1,776 ) —  ( 1,768 ) ( 3,544 )
Share-based compensation —  —  5,555   —  —  5,555   —  —  4,250   —  —  4,250  
Share repurchases ( 4 ) —  —  —  ( 3,160 ) ( 3,160 ) ( 18 ) —  —  —  ( 8,856 ) ( 8,856 )
Dividends and dividend equivalents declared (1)
—  —  —  —  ( 1,361 ) ( 1,361 ) —  —  —  —  ( 1,280 ) ( 1,280 )
Other —  —  ( 5 ) —  13   8   —  —  5   —  —  5  
Balances at end of period 2,521   $ —   $ 92,330   $ 159   $ 101,577   $ 194,066   2,524   $ —   $ 80,749   $ ( 1,192 ) $ 84,972   $ 164,529  

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders' Equity Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Stockholders' Equity
Shares Par Value Shares Par Value
Balances at beginning of period 2,534   $ —   $ 83,228   $ ( 3,097 ) $ 102,506   $ 182,637   2,561   $ —   $ 73,253   $ ( 2,155 ) $ 82,070   $ 153,168  
Net income —  —  —  —  37,690   37,690   —  —  —  —  41,522   41,522  
Other comprehensive income —  —  —  3,256   —  3,256   —  —  —  963   —  963  
Issuance of common stock 47   —  450   —  —  450   49   —  —  —  —  — 
Shares withheld related to net share settlement ( 20 ) —  ( 5,880 ) —  ( 8,248 ) ( 14,128 ) ( 21 ) —  ( 4,937 ) —  ( 4,976 ) ( 9,913 )
Share-based compensation —  —  14,537   —  —  14,537   —  —  12,428   —  —  12,428  
Share repurchases ( 40 ) —  —  —  ( 26,319 ) ( 26,319 ) ( 65 ) —  —  —  ( 29,807 ) ( 29,807 )
Dividends and dividend equivalents declared (1)
—  —  —  —  ( 4,052 ) ( 4,052 ) —  —  —  —  ( 3,837 ) ( 3,837 )
Other —  —  ( 5 ) —  —  ( 5 ) —  —  5   —  —  5  
Balances at end of period 2,521   $ —   $ 92,330   $ 159   $ 101,577   $ 194,066   2,524   $ —   $ 80,749   $ ( 1,192 ) $ 84,972   $ 164,529  
____________________________________
(1) Dividend per share was $ 0.525 and $ 0.50 for the three months ended September 30, 2025 and 2024, respectively, and $ 1.575 and $ 1.50 for the nine months ended September 30, 2025 and 2024, respectively.
See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  Nine Months Ended September 30,
  2025 2024
Cash flows from operating activities
Net income $ 37,690   $ 41,522  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 13,205   11,038  
Share-based compensation 14,537   12,428  
Deferred income taxes 17,704   ( 3,406 )
Unrealized gain on marketable equity securities ( 548 ) —  

Other ( 453 ) 206  
Changes in assets and liabilities:
Accounts receivable 660   1,493  
Prepaid expenses and other current assets ( 348 ) ( 168 )
Other assets ( 209 ) ( 70 )
Accounts payable ( 637 ) ( 195 )
Accrued expenses and other current liabilities ( 2,883 ) ( 1,199 )
Other liabilities 868   1,691  
Net cash provided by operating activities 79,586   63,340  
Cash flows from investing activities
Purchases of property and equipment ( 48,308 ) ( 22,831 )

Purchases of marketable securities ( 22,349 ) ( 14,644 )
Sales and maturities of marketable securities 23,761   11,972  

Purchases of non-marketable equity investments ( 18,260 ) ( 10 )
Payments for held-for-sale assets ( 1,797 ) —  

Acquisitions of businesses and intangible assets ( 815 ) ( 261 )
Other investing activities ( 48 ) 122  
Net cash used in investing activities ( 67,816 ) ( 25,652 )
Cash flows from financing activities
Taxes paid related to net share settlement of equity awards ( 14,128 ) ( 9,913 )
Repurchases of Class A common stock ( 26,248 ) ( 30,125 )
Payments for dividends and dividend equivalents ( 3,986 ) ( 3,802 )
Proceeds from issuance of long-term debt, net —   10,432  
Principal payments on finance leases ( 1,770 ) ( 1,558 )
Other financing activities 613   ( 350 )
Net cash used in financing activities ( 45,519 ) ( 35,316 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash equivalents 252   ( 72 )
Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents ( 33,497 ) 2,300  
Cash, cash equivalents, and restricted cash equivalents at beginning of the period 45,438   42,827  
Cash, cash equivalents, and restricted cash equivalents at end of the period $ 11,941   $ 45,127  

Reconciliation of cash, cash equivalents, and restricted cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents $ 10,187   $ 43,852  
Restricted cash equivalents, included in prepaid expenses and other current assets 142   90  
Restricted cash equivalents, included in other assets 1,612   1,185  
Total cash, cash equivalents, and restricted cash equivalents $ 11,941   $ 45,127  

See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Supplemental cash flow data
Cash paid for income taxes, net $ 6,293   $ 8,326  
Cash paid for interest, net of amounts capitalized $ 603   $ 356  
Non-cash investing and financing activities:
Property and equipment in accounts payable and accrued expenses and other current liabilities $ 9,136   $ 7,217  
Acquisition of businesses and intangible assets in accounts payable, accrued expenses and other current liabilities, and other liabilities $ 1,931   $ 186  

See Accompanying Notes to Condensed Consolidated Financial Statements.
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META PLATFORMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The condensed 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.

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year.

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed 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 long-lived assets and their associated estimated useful lives, valuation of non-marketable equity investments, revenue recognition, valuation of goodwill, credit losses of available-for-sale debt securities and 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 $ 2.29 billion and an increase in net income of $ 1.96 billion, or $ 0.76 per diluted share, for the nine months ended September 30, 2025.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2024, except for an update to our income taxes accounting policies as described in Note 11 — Income Taxes.
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Note 2. Revenue

Revenue disaggregated by revenue source and by segment consists of the following (in millions):

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Advertising $ 50,082   $ 39,885   $ 138,037   $ 113,850  
Other revenue 690   434   1,784   1,203  
Family of Apps 50,772   40,319   139,821   115,053  
Reality Labs 470   270   1,252   1,063  
Total revenue $ 51,242   $ 40,589   $ 141,073   $ 116,116  

Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
United States and Canada
$ 19,708   $ 15,619   $ 55,031   $ 43,906  
Europe (1)
11,566   9,205   32,315   26,762  
Asia-Pacific 14,304   11,243   38,401   32,522  
Rest of World (1)
5,664   4,522   15,326   12,926  
Total revenue $ 51,242   $ 40,589   $ 141,073   $ 116,116  
____________________________________
(1) Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East.

Total deferred revenue was $ 924 million and $ 772 million as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, we expect most of the deferred revenue to be realized in less than a year.
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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 three and nine months ended September 30, 2025, approximately 1 million shares of Class A common stock equivalent of restricted stock units (RSUs) were excluded from the diluted EPS calculation as including them would have an anti-dilutive effect. For the three and nine months ended September 30, 2024, RSUs with an anti-dilutive effect were not material.

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):

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Basic EPS:
Numerator
Distributed earnings $ 1,330   $ 1,263   $ 3,986   $ 3,802  
Undistributed earnings 1,379   14,425   33,704   37,720  
Net income $ 2,709   $ 15,688   $ 37,690   $ 41,522  
Denominator
Shares used in computation of basic EPS (1)
2,517   2,529   2,520   2,536  
Basic EPS $ 1.08   $ 6.20   $ 14.96   $ 16.37  
Diluted EPS:
Numerator
Net income for diluted EPS $ 2,709   $ 15,688   $ 37,690   $ 41,522  
Denominator
Shares used in computation of basic EPS (1)
2,517   2,529   2,520   2,536  
Effect of dilutive RSUs 55   71   58   79  
Shares used in computation of diluted EPS 2,572   2,600   2,578   2,615  
Diluted EPS $ 1.05   $ 6.03   $ 14.62   $ 15.88  

____________________________________
(1) Includes 2,174 million and 2,184 million shares of Class A common stock and 343 million and 345 million shares of Class B common stock, for the three months ended September 30, 2025 and 2024, respectively; and 2,177 million and 2,190 million shares of Class A common stock and 343 million and 346 million shares of Class B common stock, for the nine months ended September 30, 2025 and 2024, respectively.

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.
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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 September 30, 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 $ 5,531   $ 5,531   $ —   $ —  
U.S. government securities 191   191   —   —  

Time deposits 301   —   301   —  

Total cash equivalents 6,023   5,722   301   —  
Marketable securities:
U.S. government securities 14,292   14,292   —   —  
U.S. government agency securities 827   827   —   —  
Corporate debt securities 13,014   —   13,014   —  
Marketable equity securities 6,128   6,128   —   —  
Total marketable securities 34,261   21,247   13,014   —  
Restricted cash equivalents 1,622   1,622   —   —  
Other assets 106   —   —   106  
Total $ 42,012   $ 28,591   $ 13,315   $ 106  

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    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 September 30, 2025 and December 31, 2024, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):

September 30, 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 $ 1,141   $ ( 3 ) $ 2,209   $ ( 36 ) $ 3,350   $ ( 39 )
U.S. government agency securities 8   —   48   —   56   —  
Corporate debt securities 465   ( 1 ) 2,215   ( 38 ) 2,680   ( 39 )
Total $ 1,614   $ ( 4 ) $ 4,472   $ ( 74 ) $ 6,086   $ ( 78 )

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 )

As of September 30, 2025 and December 31, 2024, the gross unrealized gains on our marketable debt securities were $ 281 million and $ 27 million, respectively, and the allowance for credit losses were not material.
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The following table classifies our marketable debt securities by contractual maturities (in millions):

September 30, 2025
Due within one year $ 2,700  
Due after one year to five years 25,433  
Total $ 28,133  

Marketable Equity Securities

The unrealized gains on our marketable equity securities were $ 922 million and $ 548 million for the three and nine months ended September 30, 2025, respectively. These gains are recorded within interest and other income, net on our condensed consolidated statements of income.

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):

September 30, 2025 December 31, 2024
Non-marketable equity investments under measurement alternative:
Initial cost $ 20,261   $ 6,342  
Cumulative upward adjustments 379   300  
Cumulative impairment/downward adjustments ( 623 ) ( 624 )
Carrying value 20,017   6,018  
Non-marketable equity investments under equity method 5,057   52  
Total non-marketable equity investments $ 25,074   $ 6,070  

In June 2025, we completed an investment in Scale AI by acquiring a non-voting minority of its outstanding equity. Out of the total consideration, $ 13.79 billion was included in non-marketable equity investments accounted for under the measurement alternative method, as we do not have significant influence over Scale AI's operations.
Our non-marketable equity method investments include mostly unconsolidated variable interest entities (VIE) of which we are not the primary beneficiary as we do not direct the activities that would significantly affect their economic performance. As of September 30, 2025, our maximum exposure to loss in these VIEs was $ 5.01 billion, which represents the carrying value of our investments, including the tender offers executed during the three months ended September 30, 2025.
Investments held in our non-marketable equity investment portfolios are subject to equity price risk.
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Note 6. Property and Equipment

Property and equipment, net consists of the following (in millions):  

September 30, 2025 December 31, 2024
Land $ 2,809   $ 2,561  
Servers and network assets 92,142   68,397  
Buildings 50,753   47,076  
Leasehold improvements 8,233   7,293  
Equipment and other 8,710   7,150  
Finance lease right-of-use assets 7,107   5,384  
Construction in progress 44,015   26,802  
Property and equipment, gross 213,769   164,663  
Less: Accumulated depreciation ( 53,499 ) ( 43,317 )
Property and equipment, net $ 160,270   $ 121,346  

Construction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. Depreciation expense on property and equipment was $ 4.76  billion and $ 3.96  billion for the three months ended September 30, 2025 and 2024, respectively, and $ 12.88 billion and $ 10.88 billion for the nine months ended September 30, 2025 and 2024, respectively. Within property and equipment, our servers and network assets depreciation expenses were $ 3.60  billion and $ 2.97  billion for the three months ended September 30, 2025 and 2024, respectively, and $ 9.34 billion and $ 7.96 billion for the nine months ended September 30, 2025 and 2024, 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.
Held-for-sale Assets

At the beginning of June 2025, we approved a plan to dispose of certain data center assets and reclassified $ 2.04  billion of these assets as held-for-sale. These assets mostly consisted of construction in progress and land, which are reported at the lower of their carrying amounts or fair values less costs to sell. No loss was recognized upon reclassification, as these assets are expected to be disposed of within the next twelve months through a contribution to a third party for the purpose of co-developing data centers. As of September 30, 2025, total held-for-sale assets were $ 4.66 billion, included within prepaid expenses and other current assets on our condensed consolidated balance sheets.
In October 2025, we contributed the held-for-sale assets to a newly formed joint venture. For information regarding the joint venture arrangement, see Note 13 — Subsequent Event.

Note 7. Acquisitions, Goodwill, and Intangible Assets
During the three months ended September 30, 2025, we acquired software licenses of $ 2.29  billion and completed business acquisitions that were not material to our condensed consolidated financial statements, individually and in aggregate. Accordingly, pro forma historical results of operations related to these business acquisitions are not presented. The financial results of these business acquisitions were included in our condensed consolidated financial statements.
In connection with a certain business acquisition, we issued unregistered shares of our Class A common stock. See Part II, Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q.

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Changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2025 are as follows (in millions):

Family of Apps Reality Labs Total
December 31, 2024 $ 19,246   $ 1,408   $ 20,654  
Acquisitions 505   —   505  
Adjustments —   ( 1 ) ( 1 )
September 30, 2025 $ 19,751   $ 1,407   $ 21,158  

The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions):

September 30, 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 technology 3.6 $ 566   $ ( 197 ) $ 369   $ 442   $ ( 247 ) $ 195  
Acquired patents 6.4 235   ( 146 ) 89   252   ( 165 ) 87  
Acquired software 2.8 2,538   ( 251 ) 2,287   250   ( 58 ) 192  
Other 1.4 23   ( 14 ) 9   24   ( 8 ) 16  
Total finite-lived assets 3,362   ( 608 ) 2,754   968   ( 478 ) 490  
Total indefinite-lived assets N/A 425   —  425   425   —  425  
Total $ 3,787   $ ( 608 ) $ 3,179   $ 1,393   $ ( 478 ) $ 915  

Amortization expense of intangible assets was $ 207 million and $ 63 million for the three months ended September 30, 2025 and 2024, respectively, and $ 326 million and $ 158 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions):

The remainder of 2025 $ 257  
2026 965  
2027 908  
2028 535  
2029 31  
Thereafter 58  
Total $ 2,754  

Note 8. Long-term Debt

The carrying amount of our long-term debt in the form of fixed-rate senior unsecured notes (the Notes) was $ 28.83  billion as of September 30, 2025 and December 31, 2024. The total estimated fair value of our outstanding Notes was $ 28.51  billion and $ 27.83 billion as of September 30, 2025 and December 31, 2024, respectively. The fair value was determined based on the quoted prices for the Notes as of each reporting date, and is categorized accordingly as Level 2 in the fair value hierarchy.
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Note 9. Commitments and Contingencies

Leases and Contractual Commitments

In addition to the lease liabilities that are included on our balance sheet, we have operating and finance leases that have not yet commenced as of September 30, 2025. These lease obligations were approximately $ 58.14 billion, mostly for data centers, colocations, and certain network infrastructure, which will commence between the remainder of 2025 and 2030.

We also have $ 81.19  billion of non-cancelable contractual commitments as of September 30, 2025. These commitments are mostly related to third-party cloud capacity arrangements and our continued investments in servers and network infrastructure, consumer hardware products in Reality Labs, and data centers, with $ 17.79  billion and $ 8.62  billion due in 2025 and 2026, respectively.

In October 2025, we entered into multi-year third-party cloud capacity arrangements for an aggregate amount of approximately $ 40 billion.

Additionally, as part of the normal course of business, we have entered into 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 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 condensed 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 11 — Income Taxes.

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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 September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $ 725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. Two objectors appealed final approval ( one of which was voluntarily dismissed as of June 24, 2024). The objection was overruled on February 13, 2025. The objectors' deadline to appeal lapsed on May 14, 2025, rendering the settlement agreement final. 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. The 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 August 1, 2025, the district court granted the parties' proposed order to stay the proceedings pending status updates from the parties.

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
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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 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 10, 2025, we filed a motion to stay the constitutional proceeding for 90 days in light of the Court of Appeals' May 16, 2025 decision in the jurisdictional case. On June 29, 2025, the district court in the constitutional proceeding granted our motion to stay the matter, subject to any further order from that court. The court ordered the parties to file a joint status report in the constitutional proceeding on or before November 24, 2025.

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 II, Item 1 of this Quarterly Report on Form 10-Q. 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.

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 filed a notice of appeal of 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 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.

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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 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. Post-trial briefing concluded on September 10, 2025 and the court is expected to issue a decision in the fourth quarter of 2025 or later. 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 January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. On December 30, 2024, we filed our motion for summary judgment in the putative class action brought on behalf of certain advertisers. 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 April 28, 2025, we filed a motion for summary judgment in the user action, and on September 29, 2025, the court granted our motion, entering judgment in our favor.

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.

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 fines or 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 as early as later in the fourth quarter of 2025.

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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.

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. The appeal is fully briefed.

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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, 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. 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. The first group of personal injury cases is currently set for trial beginning 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 anticipated to be scheduled beginning in summer 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 tens of thousands of individual claimants began sending 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 impacts on users, particularly younger users. 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. The trial date is currently vacated and could be rescheduled for as early as later in the fourth quarter of 2025.

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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 books and materials to train our artificial intelligence models and seeking unspecified damages and injunctive relief. 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 April 2, 2026.

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, in other parts of the world.

On September 18, 2024, staff of the Consumer Financial Protection Bureau (CFPB or Bureau) initiated a Notice and Opportunity to Respond and Advise (NORA) process related to its investigation of advertising for financial products and services on our platform, informing us that staff may recommend to the Director of the CFPB that the Bureau take legal action alleging violations of the Consumer Financial Protection Act, including based on our alleged receipt and use for advertising of financial information from third parties through certain advertising tools as well as our related user disclosures and controls, and provided us with an opportunity to respond. On September 25, 2025, the CFPB informed us that the investigation is closed.

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.
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Note 10. Stockholders' Equity

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. During the nine months ended September 30, 2025, we repurchased and subsequently retired 40  million shares of our Class A common stock for an aggregate amount of $ 26.32  billion, including excise taxes. As of September 30, 2025, $ 25.03  billion remained available and authorized for repurchases.

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  

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 three and nine months ended September 30, 2025 and 2024, dividend equivalent payments on eligible equity awards, which are not included above, were not material.

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 September 30, 2025, there were 453 million shares of our Class A common stock reserved for future issuance under our 2025 Plan.

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The following table summarizes our share-based compensation expense, which consists of RSU expense, by line item in our condensed consolidated statements of income (in millions):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Cost of revenue $ 289   $ 266   $ 838   $ 775  
Research and development 4,814   3,486   12,321   10,178  
Marketing and sales 232   260   702   773  
General and administrative 220   238   676   702  
Total $ 5,555   $ 4,250   $ 14,537   $ 12,428  

The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2025:

Number of Shares Weighted-Average Grant Date Fair Value Per Share
(in thousands)
Unvested at December 31, 2024 122,632   $ 302.27  
Granted 61,086   $ 661.03  
Vested ( 45,865 ) $ 302.18  
Forfeited ( 11,606 ) $ 348.26  
Unvested at September 30, 2025 126,247   $ 471.66  

The fair value as of the respective vesting dates of RSUs that vested during the three months ended September 30, 2025 and 2024 was $ 11.99  billion and $ 8.53  billion, respectively, and $ 33.33  billion and $ 23.99  billion during the nine months ended September 30, 2025 and 2024, respectively. The income tax benefit recognized related to awards vested during the three months ended September 30, 2025 and 2024 was $ 2.41  billion and $ 1.81  billion, respectively, and $ 6.79  billion and $ 5.08  billion during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was $ 56.59  billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.
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Note 11. Income Taxes

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter, including excess tax benefits or shortfall tax expenses from share-based compensation and changes in unrecognized tax benefits. In each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the proportion of our income (loss) before provision for income taxes in multiple jurisdictions, the effects of tax law changes, and the U.S. tax benefits from foreign derived intangible income.

Our gross unrecognized tax benefits were $ 16.98  billion and $ 15.13  billion as of September 30, 2025 and December 31, 2024, respectively. These unrecognized tax benefits primarily related to 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. If the gross unrecognized tax benefits as of September 30, 2025 were realized in a future period, this would result in a tax benefit of $ 10.98  billion within our provision for income taxes at such time. The amount of interest and penalties accrued was $ 2.82  billion and $ 2.21  billion as of September 30, 2025 and December 31, 2024, respectively. We expect to continue to accrue unrecognized tax benefits for certain recurring tax positions.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing several significant U.S. income tax provisions that will reduce our U.S. federal cash tax payments for the remainder of 2025 and future years. The provisions include the immediate expensing of domestic research and development costs and certain capital expenditures beginning in 2025, as well as an enhanced deduction for foreign-derived intangible income effective in 2026. The benefits from these provisions are limited by the 15% Corporate Alternative Minimum Tax (CAMT). As a result, we recorded a $ 15.93 billion discrete charge related to the implementation as of the enactment date of OBBBA, including recognition of a valuation allowance against our U.S. federal deferred tax assets. 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.

Facebook, Inc. v. Comm'r of Internal Revenue

In July 2016, we received a Statutory Notice of Deficiency ("2010 Notice") from the Internal Revenue Service (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's 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 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
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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 are evaluating our options to challenge the 2017-2019 Notice. As of September 30, 2025, we believe our accrual for unrecognized tax benefits is adequate.

Note 12. Segment 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, augmented, and mixed reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments.

The following table sets forth our segment information of revenue, expenses, and income (loss) from operations (in millions):

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Family of Apps:
Revenue $ 50,772   $ 40,319   $ 139,821   $ 115,053  
Employee compensation (1)
( 10,645 ) ( 8,089 ) ( 29,011 ) ( 23,280 )
Other costs and expenses (2)
( 15,160 ) ( 10,452 ) ( 39,108 ) ( 32,995 )
Income from operations $ 24,967   $ 21,778   $ 71,702   $ 58,778  

Reality Labs:
Revenue $ 470   $ 270   $ 1,252   $ 1,063  
Employee compensation (1)
( 2,594 ) ( 2,655 ) ( 7,895 ) ( 7,713 )
Other costs and expenses (3)
( 2,308 ) ( 2,043 ) ( 6,528 ) ( 6,112 )
Loss from operations $ ( 4,432 ) $ ( 4,428 ) $ ( 13,171 ) $ ( 12,762 )

Total:
Revenue $ 51,242   $ 40,589   $ 141,073   $ 116,116  
Employee compensation (1)
( 13,239 ) ( 10,744 ) ( 36,906 ) ( 30,993 )
Other costs and expenses ( 17,468 ) ( 12,495 ) ( 45,636 ) ( 39,107 )
Income from operations $ 20,535   $ 17,350   $ 58,531   $ 46,016  
____________________________________
(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.
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Note 13. Subsequent Event

In October 2025, we entered into a joint venture (the Venture) with an affiliate of funds managed by Blue Owl Capital, Inc. (the Investor) to co-develop a new data center campus in Richland Parish, Louisiana.

At closing, we contributed $ 4.3 billion which included held-for-sale assets, net of liabilities, consisting mostly of construction in progress and land, while the Investor contributed $ 7.0 billion in cash to the Venture. In connection with the transaction, we received a one-time distribution of $ 2.6 billion. Following the closing, we hold a 20 % membership interest and the Investor holds an 80 % membership interest in the Venture.

We provide construction management, administrative and property management services to the Venture. We also entered into multiple operating lease agreements with the Venture for the use of properties on the data center campus, which will commence in 2029. The initial lease commitment is approximately $ 12.3 billion for a four-year lease term, with options to renew for a total lease period of up to 20 years. In addition, we provided a residual value guarantee for the first 16 years of operations whereby we would make a capped cash payment to the Venture if certain conditions are met following a non-renewal or termination of a data center lease and the then-current value of the data center falls below an agreed-upon threshold, which effectively begins at $ 28 billion and decreases over time. Our cash payment would be the difference between the then-current value and the threshold.

Our interest in the Venture will be accounted for as a non-marketable equity investment under equity method. As we do not direct the activities that most significantly impact the Venture's economic performance, the Venture will be an unconsolidated variable interest entity.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors." For a discussion of limitations in the measurement of our Family metrics, see the section entitled "Limitations of Key Metrics and Other Data" in this Quarterly Report on Form 10-Q.

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we present revenue on a constant currency basis, which is a non-GAAP financial measure. Revenue on a constant currency basis is presented in the section entitled "—Revenue—Foreign Exchange Impact on Revenue." To calculate revenue on a constant currency basis, we translated revenue for the three and nine months ended September 30, 2025 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar.

This non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. This measure may be different from non-GAAP financial measures used by other companies, limiting its usefulness for comparison purposes. Moreover, presentation of revenue on a constant currency basis is provided for year-over-year comparison purposes, and investors should be cautioned that the effect of changing foreign currency exchange rates has an actual effect on our operating results. We believe this non-GAAP financial measure provides investors with useful supplemental information about the financial performance of our business, enables comparison of financial results between periods where certain items may vary independent of business performance, and allows for greater transparency with respect to key metrics used by management in operating our business.

Executive Overview of Third Quarter Results

Our mission is to build the future of human connection and the technology that makes it possible.

Our financial results and key Family metrics for the third quarter of 2025 are set forth below. Total revenue for the third quarter of 2025 was $51.24 billion, an increase of 26% compared to the third quarter of 2024, due to an increase in advertising revenue. Revenue on a constant currency basis would have increased 25% compared to the third quarter of 2024. Ad impressions delivered across our Family of Apps in the third quarter of 2025 increased 14% year-over-year, and our average price per ad in the third quarter of 2025 increased 10% year-over-year.

Income from operations for the third quarter of 2025 was $20.53 billion, an increase of $3.18 billion, or 18%, compared to the third quarter of 2024, driven by an increase in advertising revenue, partially offset by an increase in costs and expenses. The increase in costs and expenses was primarily due to increases in employee compensation, infrastructure costs, and legal-related costs.

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Consolidated and Segment Results

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, augmented, and mixed reality related consumer hardware, software, and content.

Family of Apps Reality Labs Total
Three Months Ended September 30,
% change Three Months Ended September 30,  
% change Three Months Ended September 30,
% change
2025 2024 2025 2024 2025 2024

(in millions, except percentages)
Revenue $ 50,772 $ 40,319 26% $ 470 $ 270 74% $ 51,242 $ 40,589 26%
Costs and expenses 25,805 18,541 39% 4,902 4,698 4% 30,707 23,239 32%
Income (loss) from operations $ 24,967 $ 21,778 15% $ (4,432) $ (4,428) —% $ 20,535 $ 17,350 18%
Operating margin 49  % 54  % (943) % (1,640) % 40  % 43  %

• Net income was $2.71 billion, with diluted earnings per share (EPS) of $1.05 for the three months ended September 30, 2025.
• Capital expenditures, including principal payments on finance leases, were $19.37 billion for the three months ended September 30, 2025.
• Share repurchases of our Class A common stock were $3.16 billion and total dividend and dividend equivalent payments were $1.33 billion for the three months ended September 30, 2025.
• Cash, cash equivalents, and marketable securities were $44.45 billion as of September 30, 2025.
• Effective tax rate was 87% for the three months ended September 30, 2025. This includes a one-time income tax charge of $15.93 billion accrued in the third quarter of 2025 related to the implementation as of the enactment date of the One Big Beautiful Bill Act.
• Headcount was 78,450 as of September 30, 2025, an increase of 8% year-over-year.

Family of Apps Metrics

• Family daily active people (DAP) was 3.54 billion on average for September 2025, an increase of 8% year-over-year.
• Ad impressions delivered across our Family of Apps in the third quarter of 2025 increased by 14% year-over-year.
• Average price per ad in the third quarter of 2025 increased by 10% year-over-year.

Developments in Advertising

Substantially all of our revenue is currently generated from advertising on Facebook and Instagram. We rely on targeting and measurement tools that incorporate data signals from user activity on websites and services that we do not control, as well as signals generated within our products, in order to deliver relevant and effective ads to our users. Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers.

In particular, legislative and regulatory developments such as the General Data Protection Regulation, including its evolving interpretation through decisions of the Court of Justice of the European Union, ePrivacy Directive, European Digital Services Act, Digital Markets Act, and U.S. state privacy laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, have impacted our ability to use data signals in our ad products, and an increasing number of laws have been introduced limiting or prohibiting the provision of our services to younger users. We expect these and other developments will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads and may negatively impact our advertising revenue and user engagement. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the European Union, European Economic Area, and Switzerland from "legitimate interests" to "consent," and began offering users in the region a "subscription for no ads" alternative. We subsequently began offering
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users in the region who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized ads, which are less relevant and effective than our premium ad offerings. We are engaging with regulators on our consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms.

To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features.

We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. However, we expect that some of these efforts will be long-term initiatives, and that the legislative, regulatory and platform developments described above will continue to adversely impact our advertising revenue for the foreseeable future.

In addition, we maintain advertising policies to protect the security and integrity of our platform and comply with global content, security, and integrity obligations. Our ongoing efforts to enhance enforcement against ads and marketers which violate our advertising policies adversely affect our revenue, and we expect that the continued enhancement of such efforts will have an impact on our revenue in the future, which may be material.

Other Business and Macroeconomic Conditions

Other global and regional business, macroeconomic, and geopolitical conditions also have had, and we believe will continue to have, an impact on our user growth and engagement and advertising revenue. In particular, we believe advertising budgets have been pressured from time to time by factors such as inflation, economic policies and international trade, high interest rates, and related market uncertainty, which has led to reduced marketer spending. We are currently subject to increased business, macroeconomic, and geopolitical uncertainty, including as a result of volatility around international trade, which could impact our financial results in future periods.

In addition, competitive products and services have reduced some users' engagement with our products and services. We are investing in Reels and in AI initiatives across our products, including our AI-powered discovery engine to recommend relevant content, which we have already seen results in improved user engagement and monetization of our products. However, we continue to face competition from other products and services within certain demographics, in particular younger users. In addition, while Reels is growing in usage, it monetizes at a lower rate than our Feed and Stories products and we expect it will continue to monetize at a lower rate for the foreseeable future. We also have seen fluctuations and declines in the size of our active user base in one or more regions from time to time due to geopolitical conditions, which have adversely affected our user growth and engagement. These trends have adversely affected our advertising revenue and we expect will continue to adversely affect our advertising revenue in the foreseeable future.

Although we regularly evaluate a variety of sources to understand trends in our advertising revenue, we do not have perfect visibility into the factors driving advertiser spending decisions and our assessments involve complex judgments about what is driving advertising decisions across a large and diversified advertiser base across the globe. Trends impacting advertising spend are also dynamic and interrelated. As a result, it is difficult to identify with precision which advertiser spending decisions are attributable to which trends, and we are unable to quantify the exact impact that each trend had on our advertising revenue during the periods presented.

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Investment Philosophy

We remain focused on operating efficiently while investing in significant opportunities. In the nine months ended September 30, 2025, 83% of our total costs and expenses were recognized in FoA and 17% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including generative AI and superintelligence, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products. In particular, we expect our AI initiatives will require significantly increased investment in infrastructure.

We are also making significant investments in our metaverse and wearables efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products that may only be fully realized in the next decade. During the nine months ended September 30, 2025, our RL segment reduced our overall operating profit by approximately $13.17 billion, and we continue to expect our full-year RL operating losses to increase in 2025. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our RL efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this will become the next computing platform and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods.
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Trends in Our Revenue by User Geography

We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. The geography of our users affects our revenue and financial results. Our revenue in regions such as United States & Canada and Europe is relatively higher primarily due to the size and maturity of those online and mobile advertising markets, and ad impression growth is mainly in geographies that monetize at lower rates, such as Asia-Pacific. In the third quarter of 2025, revenue increased by 24% in United States & Canada, 29% in Europe, 25% in Asia-Pacific, and 32% in Rest of World, in each case relative to the same period in 2024.

-

Ad Revenue

Non-Ad Revenue

Note: Non-advertising revenue includes RL revenue generated from the delivery of consumer hardware products and FoA Other revenue, which 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.

Our revenue by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when they perform a revenue-generating activity. This allocation differs from our revenue disaggregated by geography disclosure in Note 2 — Revenue in our condensed consolidated financial statements included in Part I, Item 1, "Financial Statements" where revenue is geographically apportioned based on the addresses of our customers.

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Trends in Our Family Metrics

The numbers for our key Family metrics, our DAP and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP based on their other activities on our Family products.

Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily active people (as defined below) access our Family products on mobile devices.

• Daily Active People (DAP). We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our "Family" of products) who visited at least one of these Family products through a mobile device application or using a web or mobile browser on a given day. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of DAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view DAP as a measure of engagement across our products. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Quarterly Report on Form 10-Q.

--
Note: We report the numbers of DAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide DAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled "Limitations of Key Metrics and Other Data" in this Quarterly Report on Form 10-Q. Beginning in the fourth quarter of 2023, our Family metrics no longer include Messenger Kids users.

Worldwide DAP increased 8% to 3.54 billion on average during September 2025 from 3.29 billion during September 2024.
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• Average Revenue Per Person (ARPP). Our Family of Apps (FoA) revenue represents the substantial majority of our total revenue. We define ARPP as our FoA revenue during a given quarter, divided by the average of the number of DAP at the beginning and end of the quarter.

ARPP: $10.93 $12.33 $11.20 $11.89 $12.29 $14.25 $12.36 $13.65 $14.46

Note: We updated our definition of ARPP beginning in the first quarter of 2024 and have recast ARPP in prior periods for comparative purposes.

During the third quarter of 2025, worldwide ARPP was $14.46, an increase of 18% from the third quarter of 2024.
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Trends in Our Ad Impressions and Average Price Per Ad

• Ad Impressions. Our advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Impressions are considered delivered when an ad is displayed to a user.

_

_

Note: Our ad impressions growth by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when an ad impression is delivered.

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• Average Price Per Ad. We calculate average price per ad as total advertising revenue divided by the number of ads delivered.

_

_

Note: Our average price per ad growth by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when an ad impression is delivered.
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Components of Results of Operations

Revenue

Family of Apps (FoA)

Advertising . We generate substantially all of our revenue from advertising. Our 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 users.

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 a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the same rate as our Feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis.

Other revenue . 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.

Reality Labs (RL)

RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest and AI glasses, and related software and content.

Cost of Revenue and Operating Expenses

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.

Research and development. Research and development expenses consist mostly of employee compensation which includes payroll, share-based compensation and benefits for our employees on our engineering and technical teams who are responsible for developing new technologies and products; RL technology development costs; infrastructure costs; and facilities-related costs.

Marketing and sales. Marketing and sales expenses consist primarily of employee compensation which includes payroll, share-based compensation and benefits for our employees engaged in sales, sales support, marketing, business development, and customer service functions; marketing and promotional expenses; and professional services to support our community and product operations.

General and administrative. General and administrative expenses consist primarily of employee compensation which includes payroll, share-based compensation and benefits for certain of our executives as well as our legal, finance, human resources, corporate communications and policy, and other administrative employees; legal-related costs, which include estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees; other taxes, such as digital services taxes and other non-income-based tax levies; and professional services.

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Results of Operations

The following table sets forth our condensed consolidated statements of income data (in millions):

Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Revenue $ 51,242  $ 40,589  $ 141,073  $ 116,116 
Costs and expenses:
Cost of revenue 9,206  7,375  25,269  21,322 
Research and development 15,144  11,177  40,237  31,693 
Marketing and sales 2,845  2,822  8,581  8,107 
General and administrative 3,512  1,865  8,455  8,978 
Total costs and expenses 30,707  23,239  82,542  70,100 
Income from operations 20,535  17,350  58,531  46,016 
Interest and other income, net 1,128  472  2,047  1,095 
Income before provision for income taxes 21,663  17,822  60,578  47,111 
Provision for income taxes 18,954  2,134  22,888  5,589 
Net income $ 2,709  $ 15,688  $ 37,690  $ 41,522 

The following table sets forth our condensed consolidated statements of income data (as a percentage of revenue) (1) :  

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Revenue 100  % 100  % 100  % 100  %
Costs and expenses:
Cost of revenue 18  18  18  18 
Research and development 30  28  29  27 
Marketing and sales 6  7  6  7 
General and administrative 7  5  6  8 
Total costs and expenses 60  57  59  60 
Income from operations 40  43  41  40 
Interest and other income, net 2  1  1  1 
Income before provision for income taxes 42  44  43  41 
Provision for income taxes 37  5  16  5 
Net income 5  % 39  % 27  % 36  %

____________________________________
(1) Percentages have been rounded for presentation purposes and may differ from unrounded results.

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Revenue

The following table sets forth our revenue by source and by segment:

  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Advertising $ 50,082  $ 39,885  26  % $ 138,037  $ 113,850  21  %
Other revenue 690  434  59  % 1,784  1,203  48  %
Family of Apps 50,772  40,319  26  % 139,821  115,053  22  %
Reality Labs 470  270  74  % 1,252  1,063  18  %
Total revenue $ 51,242  $ 40,589  26  % $ 141,073  $ 116,116  21  %

Family of Apps

FoA revenue in the three and nine months ended September 30, 2025 increased $10.45 billion, or 26%, and $24.77 billion, or 22%, respectively, compared to the same periods in 2024. The increases were almost entirely driven by advertising revenue.

Advertising

Advertising revenue in the three and nine months ended September 30, 2025 increased $10.20 billion, or 26%, and $24.19 billion, or 21%, respectively, compared to the same periods in 2024, due to increases in ad impressions delivered and average price per ad. During the three and nine months ended September 30, 2025, ad impressions delivered increased by 14% and 10%, respectively, year-over-year, as compared with increases of 7% and 12%, respectively in the same periods in 2024. Ad impressions delivered during the three and nine months ended September 30, 2025 grew in all regions, especially in Asia-Pacific, which was driven by increases in users and their engagement on our products. During the three and nine months ended September 30, 2025, the average price per ad increased by 10% and 10%, respectively, year-over-year, as compared with increases of 11% and 9%, respectively, in the same periods in 2024. The increases in average price per ad were driven by an increase in advertising demand, which we believe is mostly due to ongoing improvements to our ad performance from our ad targeting and measurement tools. This increase was partially offset by a higher number of ad impressions delivered, especially in geographies and in products, such as Reels, that monetize at lower rates. Other factors are discussed in the section entitled "—Executive Overview of Third Quarter Results." In addition, the online commerce vertical was the largest contributor to the increase in advertising revenue in the three and nine months ended September 30, 2025 compared to the same periods in 2024. We anticipate that future advertising revenue will be driven by a combination of price and ad impressions delivered.

Other revenue

FoA other revenue in the three and nine months ended September 30, 2025 increased $256 million, or 59%, and $581 million, or 48%, respectively, compared to the same periods in 2024. The increases were mostly driven by paid messaging from WhatsApp and Meta Verified subscriptions.

Reality Labs

RL revenue in the three months ended September 30, 2025 increased $200 million, or 74%, compared to the same period in 2024, mostly due to increases in sales of Meta Quest and AI glasses. RL revenue in the nine months ended September 30, 2025 increased $189 million, or 18%, compared to the same period in 2024, primarily due to an increase in sales of AI glasses.

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Foreign Exchange Impact on Revenue

Changes in foreign exchange rates had a favorable impact on our revenue in the three months ended September 30, 2025 compared to the same period in 2024. To calculate revenue on a constant currency basis, we translated revenue using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar. Using these constant rates, for the three months ended September 30, 2025, our total revenue and advertising revenue would have been $50.83 billion and $49.67 billion, which were $412 million and $409 million lower than actual total revenue and advertising revenue, respectively.

Changes in foreign exchange rates had an unfavorable impact on our revenue in the nine months ended September 30, 2025 compared to the same period in 2024. Using prior year's monthly exchange rates, for the nine months ended September 30, 2025, our total revenue and advertising revenue would have been $141.98 billion and $138.93 billion, which were $906 million and $895 million higher than actual total revenue and advertising revenue, respectively.

Cost of revenue

  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Cost of revenue $ 9,206 $ 7,375 25  % $ 25,269 $ 21,322 19  %
Percentage of revenue 18  % 18  % 18  % 18  %

Cost of revenue in the three and nine months ended September 30, 2025 increased $1.83 billion, or 25%, and $3.95 billion, or 19%, respectively, compared to the same periods in 2024. The increases were mainly due to higher operational expenses related to our data centers and technical infrastructure, which included decreases in the depreciation growth rate due to an extension in the useful lives of servers and network assets, effective January 1, 2025. To a lesser extent, higher costs associated with partner arrangements also contributed to the increases in the three and nine months ended September 30, 2025.

See Note 1 — Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for additional information regarding changes in the estimated useful life of our servers and network assets.

Research and development

  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Research and development $ 15,144 $ 11,177 35  % $ 40,237 $ 31,693 27  %
Percentage of revenue 30  % 28  % 29  % 27  %

Research and development expenses in the three and nine months ended September 30, 2025 increased $3.97 billion, or 35%, and $8.54 billion, or 27%, respectively, compared to the same periods in 2024. The increases were mainly due to higher employee compensation and infrastructure costs for research and development to support our AI initiatives.

The higher employee compensation was primarily from an increase in share-based compensation expense and an 11% growth in employee headcount from September 30, 2024 to September 30, 2025 in engineering and other technical functions.

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Marketing and sales
  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Marketing and sales $ 2,845 $ 2,822 1  % $ 8,581 $ 8,107 6  %
Percentage of revenue 6  % 7  % 6  % 7  %

Marketing and sales expenses in the three months ended September 30, 2025 were flat compared to the same period in 2024. Marketing and sales expenses in the nine months ended September 30, 2025 increased $474 million, or 6%, compared to the same period in 2024. The increase was mainly due to higher professional services related to ongoing platform integrity efforts.

General and administrative
  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
General and administrative $ 3,512 $ 1,865 88  % $ 8,455 $ 8,978 (6) %
Percentage of revenue 7  % 5  % 6  % 8  %

General and administrative expenses in the three months ended September 30, 2025 increased $1.65 billion, or 88%, compared to the same period in 2024. The increase was primarily due to higher legal-related costs.

General and administrative expenses in the nine months ended September 30, 2025 decreased $523 million, or 6%, compared to the same periods in 2024. The decrease was driven by lower legal-related costs.

See Note 9 — Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for additional information regarding legal-related costs.

Segment profitability

The following table sets forth income (loss) from operations by segment:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 % change 2025 2024 % change

(in millions, except percentages)
Family of Apps $ 24,967  $ 21,778  15  % $ 71,702  $ 58,778  22  %
Reality Labs (4,432) (4,428) —  % (13,171) (12,762) (3) %
Total income from operations $ 20,535  $ 17,350  18  % $ 58,531  $ 46,016  27  %

Family of Apps

FoA income from operations in the three and nine months ended September 30, 2025 increased $3.19 billion, or 15%, and $12.92 billion, or 22%, respectively, compared to the same periods in 2024. The increases in FoA income from operations were driven by higher advertising revenue which was partially offset by increases in costs and expenses. The increase in costs and expenses in the three months ended September 30, 2025 was primarily due to increases in employee compensation, infrastructure costs, and legal-related costs. The increase in costs and expenses in the nine months ended September 30, 2025 was primarily due to increases in employee compensation and infrastructure costs, partially offset by lower legal-related costs.

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Reality Labs

RL loss from operations in the three months ended September 30, 2025 was flat compared to the same period in 2024, driven by an increase in RL revenue, offset by an increase in RL costs and expenses. The increase in RL costs and expenses was primarily due to increases in RL inventory costs and technology development costs, partially offset by a decrease in employee compensation.

RL loss from operations in the nine months ended September 30, 2025 increased $409 million, or 3%, compared to the same period in 2024, driven by an increase in RL costs and expenses. The increase in RL costs and expenses was mainly due to increases in RL technology development costs and employee compensation.

See Note 9 — Commitments and Contingencies, and Note 12 — Segment Information in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for additional information regarding legal-related costs and segment employee compensation, respectively.

Interest and other income, net

  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Interest income $ 359  $ 661  (46) % $ 1,498  $ 1,786  (16) %
Interest expense (227) (208) (9) % (709) (464) (53) %
Foreign currency exchange gains (losses), net 42  11  282  % 470  (305) 254  %
Other income, net 954  8  NM 788  78  NM
Total interest and other income, net $ 1,128  $ 472  139  % $ 2,047  $ 1,095  87  %

____________________________________
NM — not meaningful

Total interest and other income, net in the three and nine months ended September 30, 2025 increased $656 million, or 139%, and $952 million, or 87%, respectively, compared to the same periods in 2024. The increases were due to other income, net, related to unrealized gains on our marketable equity securities, partially offset by decreases in interest income due to lower investment balances. Foreign currency exchange gains from foreign currency transactions and remeasurement also contributed to the increase in the nine months ended September 30, 2025.

Provision for income taxes

  Three Months Ended September 30,   Nine Months Ended September 30,
  2025 2024 % change 2025 2024 % change

  (in millions, except percentages)
Provision for income taxes $ 18,954 $ 2,134 788  % $ 22,888 $ 5,589 310  %
Effective tax rate 87  % 12  % 38  % 12  %

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing several significant U.S. income tax provisions that will reduce our U.S. federal cash tax payments for the remainder of 2025 and future years. The provisions include the immediate expensing of domestic research and development costs and certain capital expenditures beginning in 2025, as well as an enhanced deduction for foreign-derived intangible income effective in 2026. The benefits from these provisions are limited by the 15% Corporate Alternative Minimum Tax (CAMT). As a result, we recorded a $15.93 billion one-time charge related to the implementation as of the enactment date of OBBBA, including recognition of a valuation allowance against our U.S. federal deferred tax assets. 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 .

Our provision for income taxes in the three and nine months ended September 30, 2025 increased $16.82 billion and $17.30 billion, respectively, compared to the same periods in 2024, mostly due to increases in effective tax rate.

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Our effective tax rate increased in the three and nine months ended September 30, 2025 compared to the same periods in 2024, mostly due to the implementation of OBBBA, as described above.

Effective Tax Rate Items . Our effective tax rate in the future will depend upon the proportion between the following items and income before provision for income taxes: the effects of changes in tax law, changes in valuation allowance due to the effects of CAMT, U.S. tax benefits from foreign-derived intangible income, tax effects from share-based compensation, research tax credit, tax effects from capital losses not expected to be utilized, settlement of tax contingency items, and tax effects of changes in our business.

A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development’s 15% global minimum tax regime. We do not expect these changes to have a material impact on our consolidated financial statements for 2025. We continue to evaluate the impacts of proposed and enacted legislation with respect to the global minimum tax regime in the jurisdictions in which we operate. As additional jurisdictions enact legislation, transitional relief expires, and other provisions of the global minimum tax legislation become effective, our effective tax rate and cash tax payments could increase in future years.

Absent any changes to our tax landscape, we expect our fourth quarter 2025 tax rate to be in the range of 12-15%.

See Note 11 — Income Taxes in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for additional information regarding income tax contingencies.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, investment grade corporate debt securities, and marketable equity securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $44.45 billion as of September 30, 2025, a decrease of $33.37 billion from December 31, 2024. The decrease was mostly due to $50.08 billion of capital expenditures which includes purchases of property and equipment and principal payments on finance leases; $30.23 billion of capital returns for repurchases of our Class A common stock and payments of dividends and dividend equivalents; $18.26 billion of non-marketable equity investments; and $14.13 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards. These decreases were partially offset by $79.59 billion of cash generated from operations.

The following table presents our cash flows (in millions):

Nine Months Ended September 30,
2025 2024
Net cash provided by operating activities $ 79,586  $ 63,340 
Net cash used in investing activities $ (67,816) $ (25,652)
Net cash used in financing activities $ (45,519) $ (35,316)

Cash Provided by Operating Activities

Cash provided by operating activities during the nine months ended September 30, 2025 mostly consisted of $37.69 billion net income adjusted for certain non-cash items, such as $17.70 billion of deferred income taxes, $14.54 billion of share-based compensation expense, and $13.20 billion of depreciation and amortization expense. The increase in cash flows from operating activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mainly due to an increase in cash collections from our customers driven by the increase in revenue and lower cash paid for income taxes, partially offset by higher operational spending.

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Cash Used in Investing Activities

Cash used in investing activities during the nine months ended September 30, 2025 mostly consisted of $48.31 billion of purchases of property and equipment as we continued to invest in servers, data centers, and network infrastructure, and $18.26 billion of purchases of non-marketable equity investments. The increase in cash used in investing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mostly due to increases in purchases of property and equipment and non-marketable equity investments, offset by an increase in net proceeds from sales and purchases of marketable securities.

We anticipate making capital expenditures of approximately $70 billion to $72 billion in 2025 to support our core business and AI efforts, and expect significant capital expenditures growth in 2026.

Cash Used in Financing Activities

Cash used in financing activities during the nine months ended September 30, 2025 mostly consisted of $26.25 billion for repurchases of our Class A common stock, $3.99 billion of payments of dividends and dividend equivalents, and $14.13 billion of taxes paid related to net share settlement of RSUs. The increase in cash used in financing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mostly due to a decrease in net proceeds from our debt offerings and an increase in taxes paid related to net share settlement of RSUs, partially offset by a decrease in share repurchases.

Material Cash Requirements

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash needs and fund our investments in infrastructure and AI initiatives, share repurchases and dividend payments for at least the next 12 months. We have increased investments related to our AI initiatives and expect to continue to do so. From time to time we may also seek to raise additional capital through debt, equity, or other financing arrangements. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

Leases and Contractual Commitments

Our operating and finance leases include data centers, offices, certain network infrastructure, and colocations. In addition to lease liabilities, we have leases that have not yet commenced of approximately $58.14 billion as of September 30, 2025, which will commence between the remainder of 2025 and 2030.

We also have $81.19 billion of contractual commitments as of September 30, 2025, mostly related to third-party cloud capacity arrangements and our continued investments in servers and network infrastructure, consumer hardware products in Reality Labs, and data centers, with $17.79 billion and $8.62 billion due in 2025 and 2026, respectively.

In October 2025, we entered into multi-year third-party cloud capacity arrangements for an aggregate amount of approximately $40 billion.

Long-term Debt

As of September 30, 2025, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $29.0 billion, which mature from 2027 through 2064. Short-term and long-term future interest payments obligations as of September 30, 2025 were $1.38 billion and $26.94 billion, respectively.

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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. During the nine months ended September 30, 2025, we repurchased and subsequently retired 40 million shares of our Class A common stock for an aggregate amount of $26.32 billion. As of September 30, 2025, $25.03 billion remained available and authorized for repurchases.

Dividend

Beginning in February 2025, we increased our quarterly cash dividends from $0.50 to $0.525 per share of Class A and Class B common stock. During the nine months ended September 30, 2025, we paid $3.99 billion of dividends and dividend equivalents. Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend and dividend equivalents on our outstanding common stock.

Taxes

Cash paid for income taxes was $6.29 billion during the nine months ended September 30, 2025. Our long-term income tax liabilities include $11.74 billion related to the uncertain tax positions as of September 30, 2025. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments.

Loss Contingencies

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

See Note 8 — Long-term Debt, Note 9 — Commitments and Contingencies, Note 10 — Stockholders' Equity, and Note 11 — Income Taxes in the notes to the condensed consolidated financial statements included in Part I, Item 1, and "Legal Proceedings" contained in Part II, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. Refer to "Critical Accounting Estimates" contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Equity Price Risk

In the nine months ended September 30, 2025, we made additional investments in marketable equity securities and non-marketable equity investments that could have a material impact on the fair value or carrying value of our holdings. For additional information about our marketable equity securities and non-marketable equity investments, see Note 4 — Financial Instruments and Note 5 — Non-Marketable Equity Investments in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Except as described above, there have been no material changes to our market risk exposures during the nine months ended September 30, 2025. For quantitative and qualitative disclosures about market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, from our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. 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 Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 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.
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 period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures

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.
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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these matters are without merit and are vigorously defending them, we may not be successful. Any litigation to which we are a party may be resolved adversely or we may be subject to an unfavorable judgment that may not be reversed upon appeal. We may also decide to settle litigation, disputes, or other legal proceedings in some instances on terms that are unfavorable to us. In addition, we may become subject to orders or consent decrees imposed by government or regulatory authorities. Any such developments could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products and services or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business. We have experienced such outcomes to varying degrees in the past, and we expect to continue to face a challenging litigation and regulatory environment, including in light of complex and evolving laws and regulations, as well as the scale of our business and the size of our user and advertiser base.

Over the last several years, the number and potential significance of the litigation and investigations involving the company have increased, and there can be no assurance that this trend will not continue. For example, we are facing numerous cases in the United States in which plaintiffs are attempting to avoid or limit the application of Section 230 of the Communications Decency Act to their claims and certain of those matters have survived motions to dismiss, including through the use of products liability and/or breach of contract theories. Outside of the United States, we are subject to relatively new regulatory regimes, including the Digital Services Act, Digital Markets Act, EU AI Act and similar statutes in non-EU countries such as the UK Digital Markets, Competition and Consumer Act, and new fining guidelines under existing regulatory regimes like the General Data Protection Regulation (GDPR). We are facing inquiries and investigations regarding various aspects of our regulatory compliance, as well as private litigation in Europe, including class and mass actions, claiming damages (including for loss of control of data without other damage) and/or injunctions in respect of alleged failings to comply with such regulatory requirements. We are also responding to litigation and government investigations related to our alleged role in causing or contributing to various societal harms, including mental and physical health and safety impacts on users, particularly younger users, child and adult sexual exploitation, illegal activity with respect to drugs, fraud, unlawful discrimination, and other harms potentially impacting large numbers of people. This is in addition to significant tax, competition and antitrust, stockholder, commercial, consumer, intellectual property, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased, including through class action litigations and other legal proceedings under statutory regimes permitting penalties or damages on a per-violation basis or based on a percentage of global revenue. The maximum aggregate monetary damages or penalties sought across our various legal proceedings could amount to an aggregate of up to hundreds of billions of dollars and, as a result, could be material to the financial condition of the company.

In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the nature and extent of injunctive or other non-monetary relief and the applicability and amount of any potential forfeitures, disgorgement, fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material.

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 September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On
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December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. Two objectors appealed final approval (one of which was voluntarily dismissed as of June 24, 2024). The objection was overruled on February 13, 2025. The objectors' deadline to appeal lapsed on May 14, 2025, rendering the settlement agreement final. 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 and required us to pay a penalty of $5.0 billion and to significantly enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiries and litigation and certain government inquiries in other jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business. 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 August 1, 2025, the district court granted the parties' proposed order to stay the proceedings pending status updates from the parties.

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 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 10, 2025, we filed a motion to stay the constitutional proceeding for 90 days in light of the Court of Appeals' May 16, 2025 decision in the jurisdictional case. On June 29, 2025, the district court in the constitutional proceeding granted our motion to stay the matter, subject to any further order from that court. The court ordered the parties to file a joint status report in the constitutional proceeding on or before November 24, 2025.
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