META

At Meta's May 27, 2026 annual meeting, all twelve director nominees were elected and Ernst & Young was ratified as auditor for fiscal 2026; all ten shareholder proposals, covering topics including dual-class structure elimination, annual say-on-pay votes, AI oversight, and child safety executive compensation linkage, were defeated by wide margins reflecting Zuckerberg's controlling voting power via Class B shares.

META completed a $25 billion investment-grade senior notes offering across six tranches on May 4, 2026: $3B at 4.550% due 2031, $2B at 4.875% due 2033, $6B at 5.250% due 2036, $4B at 6.200% due 2046, $6B at 6.300% due 2056, and $4B at 6.450% due 2066, underwritten by Citi and Morgan Stanley and issued under a fifth supplemental indenture with U.S. Bank Trust Company as trustee.

Q1 2026 revenue hit $56.31 billion, up 33% year-over-year (29% constant currency), driven entirely by advertising growth. Both volume and price contributed: ad impressions up 19% and average price per ad up 12%, with ARPP reaching $15.66, a 27% increase. DAP grew 4% to 3.56 billion, with a modest sequential dip attributable to internet disruptions in Iran and WhatsApp access restrictions in Russia. Revenue growth was broad-based geographically, with Europe and Rest of World each up roughly 40% and US&Canada up 29%. Family of Apps operating income grew 24% to $26.90 billion, but FoA operating margin compressed from 52% to 48% as costs grew 44% against 33% revenue growth. Infrastructure and employee compensation drove the expense acceleration, with $19.84 billion in capex already deployed in Q1 alone against full-year guidance of $125–145 billion. Reality Labs lost $4.03 billion operationally, roughly in line with the prior year, and management expects full-year 2026 RL losses to remain similar to 2025. Consolidated operating margin held at 41% year-over-year, and net income of $26.77 billion included an $8.03 billion discrete tax benefit from CAMT transitional relief under Treasury Notice 2026-7; excluding that benefit, the effective tax rate would have been approximately 14%, with ongoing quarters guided to 13–16%. The dominant operational narrative is an aggressive AI infrastructure buildout that is compressing near-term margins while management bets on long-term advertising yield improvement through better targeting, Reels monetization, and business messaging. Headwinds are real: Apple ATT continues to suppress targeting efficacy, European regulatory pressure is forcing a shift toward consent-based and less-personalized ad models, and macro uncertainty tied to trade policy and geopolitical conflict is pressuring advertiser budgets. Reels is growing in engagement but still monetizes below Feed and Stories. Non-cancelable contractual commitments stood at $237.67 billion as of March 31, with an additional roughly $24 billion of infrastructure contracts signed in April 2026, signaling that capital intensity will remain structurally elevated well beyond this year.

Meta filed this 8-K to report Q1 2026 financial results (quarter ended March 31, 2026), with the press release furnished as Exhibit 99.1 and a conference call held the same day.

Hock E. Tan and Tracey T. Travis notified Meta on April 8, 2026 that they will not stand for re-election to the Board of Directors at the 2026 Annual Meeting; both will continue serving as directors until that meeting.

Total revenue hit $200.97 billion in 2025, up 22% from $164.5 billion in 2024, driven almost entirely by advertising, which grew to $196.2 billion from $160.6 billion. Family of Apps remains the engine, generating $198.76 billion with advertising yield improving as ad impressions and pricing both expanded across Facebook, Instagram, and WhatsApp. Other revenue in FoA grew 50% to $2.58 billion, reflecting business messaging and payments traction. Geographically, Asia-Pacific is now the second-largest revenue region at $53.8 billion, but the U.S. and Canada still contribute the highest-margin dollars at $78.9 billion, roughly 39% of the total mix. Reality Labs posted $2.21 billion in revenue, barely above the prior year's $2.15 billion, and continues to absorb substantial losses—the segment remains a structural drag on consolidated margins. The company has $131 billion in non-cancelable contractual commitments, predominantly tied to server and network infrastructure, data centers, and third-party cloud capacity, signaling that capex intensity is a deliberate, multi-year commitment to AI infrastructure. Interest expense on the Notes rose to $1.09 billion in 2025 from $683 million in 2024, reflecting a debt stack that expanded to $59 billion face value, with $48.75 billion due after 2030. The fair value of outstanding notes is $57.22 billion, up sharply from $27.83 billion at year-end 2024, indicating significant new issuance during the year. The regulatory and legal overhang remains material and multi-jurisdictional. The FTC consent order modification proceeding is active, with potential prohibitions on use of minors' data and product launch restrictions still unresolved; the IDPC's EUR 1.2 billion GDPR fine and corrective orders on data transfers remain in force; and multiple state AG actions, including a New Mexico trial scheduled for September 2026, are live. The California consumer protection settlement reached in December 2025 is still subject to court approval. Currency was a tailwind in 2025—$352 million in net foreign currency transaction gains—reversing a $690 million loss in 2024, providing a modest boost to other income. The company carries no financial covenants on its Notes, preserving flexibility as it scales infrastructure investment to support AI and the Family of Apps ecosystem.

Meta reported Q4 and full-year 2025 financial results via press release on January 28, 2026, with a conference call accompanying the release; Exhibit 99.1 contains the actual figures including a GAAP-to-non-GAAP reconciliation.

Meta appointed Dina Powell McCormick as President and Vice Chairman effective January 12, 2026, with a $1M annual base salary, $2M sign-on bonus, 200% bonus target, and a $60M RSU grant vesting quarterly over four years. Powell McCormick comes from BDT & MSD Partners and Goldman Sachs, and previously served as Deputy National Security Advisor under Trump.

Dina Powell McCormick resigned from Meta's Board of Directors effective December 19, 2025, with immediate effect.

The Court of Chancery entered a Scheduling Order on December 5, 2025 setting an April 7, 2026 hearing to approve the previously announced settlement of the In re Facebook Inc. Derivative Litigation (Del. Ch. 2018-0307), with the Stipulation and Notice distributed to stockholders via this 8-K filing.