Risk factor changes · META
What changed in Meta Platforms's risk factors
Item 1A (Risk Factors) of Meta Platforms's FY2025 10-K compared with its FY2024 10-K, sentence by sentence.
49new sentences
141reworded
27removed
518unchanged
New in the latest 10-K 49
- In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements.
- We made significant modifications to LPA since the European Commission issued its final decision.
- We have appealed the European Commission's decision but further modifications to our model may be imposed during the appeal process, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue.
- If our investments are not successful longer-term, our business and financial performance could be harmed.
- For example, we have been the subject of media and government scrutiny relating to AI and AI chatbots, including inquiries and investigations by the FTC, members of Congress and state attorneys general.
- Our AI initiatives also depend on our access to data to effectively train our models, which is subject to risks related to the availability or costs of data, regulatory or other legal developments, or other factors, as well as our ability to attract and retain specialized personnel in a limited and competitive talent market.
- In addition, AI may not develop in accordance with our expectations, and market acceptance of features, products, or services we build is uncertain.
- We regularly evaluate our product roadmaps and make significant changes as our understanding of the technological challenges and market landscape of AI, as well as our product ideas and designs, continue to evolve.
- From time to time we make product changes and offer tools to promote creative content on our platform, but we may not be successful in obtaining or attracting engaging third-party content.
- We also compete with companies in the development and application of AI, particularly with respect to the development of frontier AI models, as well as the development and delivery of consumer hardware and augmented and virtual reality products and services.
- We have also been, and expect to continue to be, subject to media coverage in connection with litigation matters.
- For example, several bellwether trials in our youth-related litigation matters are scheduled for 2026 and beyond.
- We have made significant investments in AI initiatives, including investments in infrastructure and headcount, including specialized technical personnel, to support our efforts to enhance our products, features, and advertising tools, as well as to develop and train our AI models, and expect to continue to increase these investments.
- Our ability to support these investments is dependent on generating sufficient profits from other areas of our business.
- From time to time we may also seek to raise additional capital through debt, equity, or other financing arrangements to support our business operations, strategic initiatives, or other corporate purposes.
- Such financings may not be available on favorable terms or at all.
- The incurrence of additional debt also results in increased fixed obligations and interest expense, while the issuance of additional equity securities results in dilution to our stockholders.
- If we are unable to obtain adequate financing when needed, our ability to finance our business operations and initiatives could be adversely affected.
- In the fourth quarter of 2025, we made certain updates to the methodology we use for this estimation, including to incorporate updated data signals as a result of improvements in our ability to identify activity we believe to be violating our policies, as well as to focus on the most recent account activity when determining whether to include a person in our violating accounts estimation.
- We believe the increase compared to our prior estimation was a result of the methodology update described above.
- We face inventory risk with respect to our consumer hardware products.
- We have seen an increase in litigation and threatened claims related to the provision of our services to younger users, and expect to face similar litigation in the future, including as global youth-related regulation continues to evolve.
- Certain jurisdictions have applied novel or aggressive interpretations of their laws in an effort to raise additional tax revenue from companies such as Meta, and we may experience similar developments in the future.
- Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles. 33 Table of Contents Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
- In the absence of active OECD discussions, countries may continue imposing unilateral tax measures, such as digital services taxes, outside existing treaty frameworks.
- These measures may proliferate in the absence of bilateral or multilateral agreement.
- In addition, ongoing volatility due to international trade may prompt foreign governments to expand regulatory authority or adopt new measures, increasing compliance risks, taxes, and operational complexities.
- Following the enactment of OBBBA, excess tax benefits from share-based compensation may not be realizable as a result of the Corporate Alternative Minimum Tax (CAMT).
- From time to time we issue significant equity to attract additional employees or to retain our existing employees, resulting in substantial additional share-based compensation expense and dilution to the ownership of our existing stockholders.
- For example, the bases upon which we have relied for data transfers from the European Union to the United States have been subjected to regulatory and judicial scrutiny.
- We have also implemented steps to comply with the above corrective orders and are pending the IDPC's confirmation that these address the corrective orders.
- DPF), which the European Commission deemed adequate in relation to U.S. data transfers in July 2023.
- In April 2025, the European Commission issued a final decision that our "subscription for no ads" model does not comply with such requirements.
- We made significant modifications to LPA since the European Commission issued its final decision.
- We have appealed the European Commission's decision but further modifications to our model may be imposed during the appeal process, which could result in a materially worse user experience for European users and a significant impact to our European business and revenue.
- In the UK, the OSA establishes similar types of obligations.
- We are facing similar challenges in other jurisdictions, including Europe, Latin America, and Asia-Pacific.
- For example, various EU member states are currently considering a range of legislation from mandatory age verification requirements to banning minor access to social media services.
- Additionally, in June 2025, the Brazilian Supreme Court partially invalidated the country's intermediary liability framework, which previously limited platform responsibility for third-party content.
- The new court-established liability framework requires platforms to remove unlawful content upon private notice and to implement adequate measures to prevent and remove illegal ads and content related to certain crimes under local law, resulting in civil liability in case of non-compliance.
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- As a result, we anticipate making product and operational changes to our content reporting processes in Brazil and may face increased litigation and/or regulatory enforcement.
- Our AI initiatives and other efforts to develop and launch new features, products, and services in a timely manner may introduce additional risks and vulnerabilities that are not fully mitigated.
- In particular, our efforts to develop and deploy AI models, internal and third-party AI tools, and other AI applications expose us to increased and novel risks and vulnerabilities, including prompt injection, errors, and other issues related to AI agents, as well as compromise of valuable intellectual property including source code, model weights, and other assets.
- We provide limited information to such third parties based on the scope of services provided to us.
- We may also be subject to increased risk as a result of the use of AI technologies in connection with such incidents and activities, or changes to our content policies and enforcement efforts from time to time.
- We also face risks from errors, bugs, or vulnerabilities introduced through the use of AI to develop or maintain software or systems and the use of AI within those software and systems.
- For example, we and other companies are, and expect to continue to be, the subject of litigation in the United States, Europe, Canada, and elsewhere alleging copyright infringement in connection with the acquisition, distribution, and use of copyrighted materials for AI training as well as potential reproduction of copyrighted materials in AI outputs, including cases addressing the applicability of the fair use defense in the United States.
- There can be no assurances that favorable final outcomes will be obtained in these cases.
- For certain jurisdictions, including the United States, statutory damages for copyright liability are calculated on a per work basis, which may result in substantial damages, particularly given the large volumes of data required to train AI models.
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Removed words are struck through; added words are highlighted.
- Risks Related to Government Regulation and Enforcement government restrictions on access to Facebook or our other products, or other actions that impair our ability to sell or deliver advertising, in their countries; complex and evolving U.S. and foreign privacy, data use, data combination, data protection, content and content moderation, competition, youth, safety, consumer protection, advertising, and other laws and regulations, including the General Data Protection Regulation (GDPR), Digital Markets Act (DMA), Digital Services Act (DSA), UK Online Safety Act (OSA), Artificial Intelligence Act (EU AI Act), and the UK Digital Markets, Competition and Consumer Act (DMCC); the impact of government investigations, enforcement actions, and settlements, including litigation and investigations by privacy, consumer protection, and competition authorities, among others;
1412 Table of Contents our ability to comply with regulatory and legislative privacy requirements, including our consent order with the Federal Trade Commission (FTC); Inaddition,For example, in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and these services were then prohibited by the Russian government, which contributed to slight decreases in the size of our active user base following the onset of the war.- Any number of factors can negatively affect user retention, growth, and engagement, including if: users increasingly engage with other competitive products or services; we fail to introduce new features, products, or services that users find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received; users feel that their experience is diminished as a result of the decisions we make with respect to the frequency, prominence, format, size, and quality of ads that we display; users have difficulty installing, updating, or otherwise accessing our products on mobile devices as a result of actions by us or third parties that we rely on to distribute our products and deliver our services; user behavior on any of our products changes, including decreases in the quality and frequency of content shared on our products and services; we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance;
1513 Table of Contents there are decreases in user sentiment due to questions about the quality or usefulness of our products or our user data practices, concerns about the nature of content made available on our products, or concerns related to privacy, safety, security, well-being, or other factors; we are unable to manage and prioritize information to ensure users are presented with content that is appropriate, interesting, useful, and relevant to them; we are unable to obtain or attract engaging third-party content; we are unable to successfully maintain or grow usage of and engagement with applications that integrate with our products; users adopt new technologies where our products may be displaced in favor of other products or services, or may not be featured or otherwise available; there are changes mandated by legislation, government and regulatory authorities, or litigation that adversely affect our products or users; we are unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, or are otherwise limited in our business operations, as a result of European courts invalidating the EU-U.S. - DPF or regulators, courts, or legislative bodies determining that the legal bases we rely upon to transfer user data from the European Union to the United States are invalid; there is decreased engagement with our products, decreased efficiency of our advertising products, or failure to accept our terms of service, as part of changes that we have implemented or may implement in the future, whether voluntarily, in connection with the GDPR, the European Union's ePrivacy Directive, the DMA, the DSA, the DMCC, U.S. state privacy
lawsincludingtheCaliforniaConsumerPrivacyAct,asamendedbytheCaliforniaPrivacyRightsAct(CCPA),laws, youth social media laws, or other laws, regulations, or regulatory actions, or otherwise; technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as security breaches or failure to prevent or limit spam or otherwise objectionable content, or users feel their experience is diminished as a result of our efforts to protect the security and integrity of our platform; we adopt terms, policies, or procedures related to areas such as sharing, content, user data, or advertising, or we take, or fail to take, actions to enforce our policies, that result in our removal of users from our platform or are perceived negatively by our users or the general public, including as a result of decisions or recommendations from the independent Oversight Board regarding content on our platform; we elect to focus our product decisions on longer-term initiatives that do not prioritize near-term user growth and engagement (for example, we have announced plans to focus product decisions on optimizing the young adult experience in the long term); we make changes in our user account login or registration processes or changes in how we promote different products and services across our family of products; initiatives designed to attract and retain users and engagement, including the use of evolving technologies such asgenerativeartificial intelligence, are unsuccessful or discontinued, whether as a result of actions by us, our competitors, or other third parties, or otherwise; third-party initiatives that may enable greater use of our products, including low-cost or discounted data plans, are scaled back or discontinued, or the pricing of data plans otherwise increases; there is decreased engagement with our products as a result of taxes imposed on the use of social media or other mobile applications in certain countries, internet shutdowns, or other actions by governments that affect the accessibility of our products in their countries (for example, beginning inthefirstquarterof2022, our user growth and engagement were adversely affected by the war in Ukraine and service restrictions imposed by the Russian government); we fail to provide adequate customer service to users, marketers, developers, or other partners;1614 Table of Contents we, developers whose products are integrated with our products, or other partners and companies in our industry are the subject of adverse media reports or other negative publicity, including as a result of our or their user data practices; or our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and monetize applications, reduce user activity on our products by making it easier for our users to interact and share on third-party applications. - Our advertising revenue can also be adversely affected by a number of other factors, including: decreases in user engagement, including time spent on our products; our inability to continue to increase user access to and engagement with our products; product changes or inventory management decisions we may make that change the size, format, frequency, or relative prominence of ads displayed on our products or of other unpaid content shared by marketers on our products; our inability to maintain or increase marketer demand, the pricing of our ads, or both; our inability to maintain or increase the quantity or quality of ads shown to users; changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; adverse litigation, government actions, or legislative, regulatory, or other legal developments relating to advertising, including developments that may impact certain advertisers' ability to advertise on our platform or our ability to deliver, target, or measure the effectiveness of advertising; user behavior or product changes that may reduce traffic to features or products that we monetize at a higher rate, such as our Feed and Stories products, including as a result of increased usage of our Reels or other video or messaging products; reductions of advertising due to our efforts to implement or enforce advertising policies that protect the security and integrity of our platform or that we believe are needed to comply with global content, security, or integrity obligations;
1715 Table of Contents the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; loss of advertising market share to our competitors, including if prices to purchase our ads increase or if competitors offer lower priced, more integrated, or otherwise more effective products; limitations on our ability to offer a number of our most significant products and services, including Facebook and Instagram, in Europe as a result of European courts invalidating the EU-U.S. - DPF or regulators, courts, or legislative bodies determining that the legal bases we rely upon to transfer user data from the European Union to the United States are invalid; limitations on our ability to deliver ads to users under the age of 18 and, in some cases, to continue to offer certain products or services to certain cohorts of users, whether voluntarily, as a result of new laws, regulations, or government actions in the United States and other jurisdictions, or otherwise; changes in our marketing and sales or other operations that we are required to or elect to make as a result of risks related to complying with laws or regulatory requirements or other government actions; decisions by marketers to reduce their advertising as a result of announcements by us or adverse media reports or other negative publicity involving us, our user data practices, our advertising metrics or tools, content on our products, our interpretation, implementation, or enforcement of policies relating to content on our products (including as a result of decisions or recommendations from the independent Oversight Board), developers with applications that are integrated with our products, or other companies in our industry; reductions of advertising by marketers due to illegal, illicit, or otherwise objectionable content made available on our products by third parties, questions about our user data practices or the security of our platform, concerns about brand safety or potential legal liability, or uncertainty regarding regulatory developments or their own legal and compliance obligations, including with respect to artificial intelligence; the effectiveness of our ad targeting or degree to which users consent to, opt out of, or reduce the use of data for ads, including as a result of product changes and controls that we have implemented or may implement in the future in connection with the GDPR, ePrivacy Directive, DMA, DMCC, U.S. state privacy
lawsincludingtheCCPA,laws, and other laws, regulations, regulatory actions, or litigation, or otherwise, that impact our ability to use data for advertising purposes (for example, in response to regulatory developments in Europe, we began offering our users a "subscription for no ads" alternative in the European Union, European Economic Area, and Switzerland, and subsequently in November 2024 provided users in those regions who elect to continue receiving our services free-of-charge, supported by ads, an option to see less personalized ads); the degree to which users cease or reduce the number of times they engage with our ads; changes in the way advertising on mobile devices or on personal computers is measured or priced; the success of technologies designed to block the display of ads or ad measurement tools; changes in the composition of our marketer base or our inability to maintain or grow our marketer base; and the impact of macroeconomic and geopolitical conditions, whether in the advertising industry in general, or among specific types of marketers or within particular geographies, which in turn can have broader effects in other regions (for example, the war in Ukraine and service restrictions imposed by the Russian government have adversely affected our advertising business in Europe and other regions, and advertiser spending alsocanbeis subject to adverse effects from conflicts in the Middle Eastorand the implementation of tariffs or other existing or future trade policies by the United States, China,orand other governments). - The occurrence of any of these or other factors in the future, including our enforcement efforts, could result in a reduction in marketer spend or demand for our ads, which may reduce the prices we receive for our ads, could cause marketers to stop advertising with us altogether, or could otherwise negatively affect our revenue and financial results, and could be material.
1816 Table of Contents Our ad targeting and measurement tools incorporate data signals from user activity on websites and services that we do not control, as well as signals generated within our products, and changes to the regulatory environment, third-party mobile operating systems and browsers, and our own products have impacted, and we expect will continue to impact, the availability of such signals, which will adversely affect our advertising revenue. - For example, legislative and regulatory developments, such as the GDPR, ePrivacy Directive, DMA, and U.S. state privacy laws,
includingtheCCPA,have impacted, and we expect will continue to impact, our ability to use such signals in our ad products. - In particular, we have seen increases in the number of users opting to control certain types of ad targeting in Europe following product changes implemented in connection with our GDPR and ePrivacy Directive compliance, and we have introduced product changes that limit data signal use for
certainusers inCaliforniacertain U.S. states following adoption oftheCCPA.state privacy laws. OtherA number of U.S. state privacylaws,suchastheTexasDataPrivacyandSecurityAct,theColoradoPrivacyAct,andtheOregonConsumerPrivacyAct,areintroducinglaws have introduced additional rights for users and could result in restrictions on our use of signals from third-party apps and websites through certain browser- and device-based universal opt-out mechanisms.- In response to these developments, in November 2024, we began offering users in the European Union, European Economic Area, and Switzerland who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized
ads,ads (LPA), which areexpectedtobeless relevant and effective than our premium ad offerings. - In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced
futureplans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. - We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating 17 Table of Contents systems and mobile browsers.
- Changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application of their terms of service or policies (which they have made in the past and continue to seek to implement) that degrade our products' functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to
19TableofContentscompetitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the distribution of our products or our delivery of ads have adversely affected, and could in the future adversely affect, the usage of our products and monetization on mobile devices. - For example, we have relatively limited experience with consumer hardware products and
virtual,augmented,virtual andmixedaugmented reality technology, which may adversely affect our ability to successfully develop and market these evolving products and technologies. - For example, we continue to launch new AI features on our products, including support for new modalities, conversational AIs,
stickersandAI profiles, stickers, photos, videos, and editing tools. OurIn addition, our efforts to implement default end-to-end encryptionacrossourmessagingservicesonFacebookandInstagramhave been subject to governmental and regulatory scrutiny in multiple jurisdictions.- If our new products or changes to existing products fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected. 18 Table of Contents We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
- We
aremakinghave made significant investments in AI initiatives, including generativeAI,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 existingproducts.products, and expect to continue to increase these investments. Ifourinvestmentsarenotsuccessfullonger-term,ourbusinessandfinancialperformancecouldbeharmed.20TableofContentsThere are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability.- For example, our AI-related efforts, particularly those related to generative
AI,AI and superintelligence, subject us to risks related to harmful or illegal content, accuracy, misinformation and deepfakes (including related to elections), bias, discrimination, toxicity, consumer protection, products liability, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. - In addition, we are subject to the risks of new or enhanced governmental or regulatory
scrutiny,scrutiny and enforcement, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, activities that threaten people's safety or well-being on- or offline, including with respect to younger users, or other societal harms or complications that could adversely affect our business, reputation, or financial results. - As a result of the complexity and rapid development of AI, it is also the subject of evolving review and investigation by various governmental and regulatory agencies in jurisdictions around the world, which are applying, or are considering applying, platform moderation, intellectual property, products liability, cybersecurity, export controls, consumer protection, and data protection laws to AI and/or are considering general legal frameworks on AI (such as the
recentlypassedEU AI Act). OtherFurther, we face significant competition from other companiesmaydevelopthat are developing their own AI features and technologies, including competition from AI features and technologies thataremay be similar or superior to our technologies oraremore cost-effective to develop anddeploy.deploy, or that otherwise achieve more timely or successful market acceptance.- Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party
equipmentequipment, technology, and other technical and physical infrastructure, such as processing hardware, network capacity, models, computing power, and related energy requirements, as to which we cannot control the availability or pricing, especially in a highly competitive environment. - As such, we cannot guarantee that third parties will not use such AI technologies for improper purposes, including through the dissemination of illegal, inaccurate, defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or discrimination, cybersecurity attacks including spear phishing attacks, data privacy violations, other societal harms, including activities that threaten people's safety or well-being on- or offline, or to develop competing technologies.
- It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations or other regulatory developments regarding the use of AI, including restrictions around the collection and use of 19 Table of Contents data, may adversely affect our ability to develop and use AI or subject us to legal liability.
- Similarly,
21TableofContentsfrom time to time we update our Feed display and ranking algorithms or other product features to improve the user experience, and these changes have had, and may in the future have, the effect of reducing time spent and some measures of user engagement with our products, which could adversely affect our financial results. - In addition, we have relatively limited experience with consumer hardware products and
virtual,augmented,virtual andmixedaugmented reality technology, which may enable other companies to compete more effectively than us. - We expect to continue to make significant investments in
virtual,augmented,virtual andmixedaugmented reality and other technologies to support these efforts, and our ability to support these efforts is dependent on generating sufficient profits from other areas of our business. - In addition, as our Reality Labs efforts evolve, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, AI, competition, content regulation, medical devices, tariffs, export controls, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business. 20 Table of Contents As a result of these or other factors, our Reality Labs strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results.
- As a result of these or other factors, our
RealityLabsAI strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results. - We will also continue to experience media, legislative, or regulatory scrutiny of our actions or decisions regarding user privacy, data use, encryption, content, product design, algorithms, advertising, competition, generative AI, superintelligence, younger users, and other issues, including actions or decisions in connection with elections or geopolitical events, which has adversely affected, and
22TableofContentsmay in the future adversely affect, our reputation and brands. - Our brands may also be negatively affected by the actions of users that are deemed to be hostile or inappropriate to other users, by the actions of users acting under false or inauthentic identities, by the use of our products or services to disseminate information that is deemed to be misleading (or intended to manipulate opinions), by perceived or actual efforts by governments to obtain access to user information for security-related purposes or to censor certain content on our platform, by the use of our products or services for illicit or objectionable ends, including, for example, any such actions around geopolitical events or elections in the United States and around the world, by decisions or recommendations regarding content on our platform from the independent Oversight Board, by research or media reports concerning the perceived or actual impacts of our products or services on user well-being, by our decisions regarding whether to
removeenforce against content or suspend or disable participation on our platform by persons who violate our community standards or terms of service, or by any negative sentiment associated with our management. - Certain of our actions, such as the foregoing matter regarding developer misuse of data and concerns around our handling of political
speechandadvertising,speech, hate speech, and other content, advertising, and deceptive activity on our platform, as well as user well-being issues, have eroded confidence in our brands and may continue to do so in the future. - We may not be able to continue to successfully maintain or grow engaging third-party content on our platform or usage of and engagement with applications that integrate with our products.
- We have made and are continuing to make investments to enable creators to contribute engaging third-party content to our platform and developers to build, grow, and monetize applications that integrate with our products.
SuchIn addition, existing and prospective developers may not be successful in building, growing, or monetizing applications that create and maintain user engagement.Additionally,developersDevelopers may also choose to build on other platforms, including platforms controlled by third parties, rather than building products that integrate with our products.- For 21 Table of Contents example, from time to time, we have taken actions to reduce the volume of communications from these developers to users on our products with the objective of enhancing the user experience, and such actions have reduced distribution from, user engagement with, and our monetization opportunities from, applications integrated with our products.
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- If we are not successful in our efforts to maintain or grow engaging third-party content on our platform or the number of developers that choose to build products that integrate with our
productsproducts, or if we are unable to continue to build and maintain good relations with such developers, our user growth and user engagement and our financial results may be adversely affected. - We face significant competition in every aspect of our business, including, but not limited to, companies that facilitate the ability of users to create, share, communicate, and discover content
23TableofContentsand information online or enable marketers to reach their existing or prospective audiences. - In addition, from time to time, we may take actions in response to competitive threats, but we cannot assure you that these actions will be successful or that they will not negatively affect our business and financial results. 22 Table of Contents We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including: the popularity, usefulness, ease of use, performance, and reliability of our products compared to our competitors' products; the size and composition of our user base; the engagement of users with our products and competing products; our ability to attract and retain businesses who use our free or paid business and advertising services; the timing and market acceptance of products, including developments and enhancements to our or our competitors' products; our safety and security efforts and our ability to protect user data and to provide users with control over their data; our ability to distribute our products to new and existing users; our ability to monetize our products; the frequency, size, format, quality, and relative prominence of the ads displayed by us or our competitors;
24TableofContentscustomer service and support efforts; marketing and selling efforts, including our ability to measure the effectiveness of our ads and to provide marketers with a compelling return on their investments; our ability to establish and maintain developers' interest in building applications that integrate with our products; our ability to establish and maintain creator and publisher interest in integrating their content with our products; changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on us; acquisitions or consolidation within our industry, which may result in more formidable competitors; our ability to attract, retain, and motivate talented employees, particularly specialized technical personnel including software engineers, designers, and product managers; our ability to cost-effectively manage our operations; and our reputation and brand strength relative to those of our competitors. - Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: our ability to maintain and grow our user base and user engagement, particularly for our products that deliver ad impressions; 23 Table of Contents our ability to attract and retain marketers in a particular period; our ability to recognize revenue or collect payments from marketers or advertising agencies or resellers in a particular period; fluctuations in spending by our marketers due to seasonality, such as historically strong spending in the fourth quarter of each year, episodic regional or global events, or other factors; the frequency, prominence, size, format, and quality of ads shown to users; the enforcement of our advertising policies, including the removal of ads and marketers from our platform; the success of technologies designed to block the display of ads; changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; the pricing of our ads and other products; the diversification and growth of revenue sources beyond advertising on Facebook and Instagram; our ability to generate revenue from Payments, or the sale of our consumer hardware products or other products we may introduce in the future;
25TableofContentschanges to existing products or services or the development and introduction of new products or services by us or our competitors; user behavior or product changes that may reduce traffic to features or products that we successfully monetize; increases in marketing, sales, and other operating expenses, as well as capital expenditures, that we will incur to grow and expand our business and to remain competitive, including costs related to our data centers and technical infrastructure as well as other costs relating to our AI initiatives; costs related to our privacy, safety, security, and content and advertising review and enforcement efforts, including as a result of implementing changes to our practices, whether voluntarily, in connection with laws, regulations, regulatory actions, or decisions or recommendations from the independent Oversight Board, or otherwise; costs and expenses related to the development, manufacturing, and delivery of our consumer hardware products; our ability to maintain gross margins and operating margins; costs related toacquisitions,acquisitions or other strategic transactions, including costs associated with amortization and additional investments to developtheacquired technologies; charges associated with impairment or abandonment of any assets on our balance sheet, including as a result of changes to our real property lease arrangements and data center and infrastructure assets; our ability to obtain equipment, components, and labor for our data centers and other technical infrastructure in a timely and cost-effective manner; system failures or outages or government blocking that prevent us from serving ads for any period of time; breaches of security or privacy, and the costs associated with any such breaches and remediation; changes in the manner in which we distribute our products or inaccessibility of our products due to third-party actions; fees paid to third parties for content or the distribution of our products; refunds or other concessions provided to advertisers; 24 Table of Contents share-based compensation expense, including acquisition-related expense; adverse litigation judgments, settlements, or other litigation-related costs; changes in the legislative or regulatory environment, including with respect to privacy, data protection, consumer protection, antitrust, content, or AI, or actions by governments or regulators, including fines, orders, or consent decrees; the overall tax rate for our business, which is affected by the mix of income we earn in the U.S. and in jurisdictions with different tax rates, the effects of share-based compensation, the effects of integrating intellectual property from acquisitions, the effects of changes in our business or structure, and the effects of discrete items such as legal and tax settlements and tax elections; the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued, and may significantly affect the effective tax rate of that period; tax obligations that may arise from resolutions of tax examinations, including the examination we are currently under by the Internal Revenue Service (IRS), that materially differ from the amounts we have anticipated; fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; trading activity in our share repurchase program;26TableofContentsfluctuations in the market values of our investments in marketable securities, in the valuation of our non-marketable equitysecurities,investments, and in interest rates; the incurrence of indebtedness or our ability to refinance existing indebtedness on acceptable terms; changes in U.S. generally accepted accounting principles; and changes in regional or global business, macroeconomic, or geopolitical conditions, which may impact the other factors described above. - Our reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, our privacy practices, advertising policies, product decisions, product quality, litigation or regulatory activity, government surveillance, the actions of our advertisers, the actions of our developers whose products are integrated with our products, the use of our products or services for illicit or objectionable ends, the substance or enforcement of our community standards, terms of service, or other policies, the actions of our users, the quality and integrity of content shared on our platform, the perceived or actual impacts of our products or services on user well-being, including for younger users, our management, or the actions of other companies that provide similar services to ours.
- For example, we have been the subject of significant media coverage involving concerns around our handling of political
speechandadvertising,speech, hate speech, and other content, advertising, and deceptive activity on our platform, as well as user well-being issues, and we continue to receive negative publicity related to these topics. - Any such negative publicity could have an adverse effect on the size, engagement, and loyalty of our user base and marketer demand for advertising on our products, which could result in decreased revenue and adversely affect our business and financial results, and we have experienced such adverse effects to varying degrees from time to time. 25 Table of Contents We are subject to the risk of catastrophic events and crises, which may have a significant adverse impact on our business and operations.
- In particular, the pandemic led to volatility in the demand for and pricing of our advertising services at various points throughout the pandemic, and we may experience similar effects in the future as a result of
thepandemicorother catastrophic events. - We incur significant expenses in operating our business, and we expect our expenses to continue to increase in the future as we continue to invest in new and unproven technologies, including AI and machine learning, as we broaden our user base, as users increase the amount and types of content they consume and the data they share with us, for example with respect to video, as we develop and implement new products, as we market new and existing products and promote our brands, as we continue to expand our technical infrastructure,
aswecontinuetoinvestinnewandunproventechnologies,includingAIandmachinelearning,andas we continue our efforts to focus on privacy, safety, security, and content and advertising review and enforcement. - We have previously undertaken cost reduction measures in light of a more challenging operating environment, which may adversely affect these or other business initiatives, and some of these measures have involved, and may in the future involve, up-front charges and outlays of cash to reduce certain
longer-27TableofContentstermlonger-term expenses. - We are also continuing to increase our investments in new platforms and technologies, including as part of our
metaverseVR, Horizon, and wearables efforts. - For example, our investments in Reality Labs reduced our
20242025 overall operating profit by approximately$17.73$19.19 billion, and we expect our 2026 Reality Labsinvestmentsandoperating losses toincreaseinremain similar to 2025. - Our systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid performance delays or outages 26 Table of Contents that could be harmful to our business.
- The infrastructure expansion we are undertaking is complex and involves projects in multiple locations around the world, including in developing regions that expose us to increased risks relating to anti-corruption compliance, trade compliance, environmental, health, and safety compliance, and political challenges, among others.
- We have
28TableofContentschanged, suspended, and terminated certain of these projects as a result of various factors, and may continue to do so in the future. - Additional unanticipated delays or disruptions in the completion of these projects, including due to the availability of components, power or network capacity, or any shortage of labor necessary in building portions of such projects, challenges in obtaining required government or regulatory approvals, or other geopolitical challenges or actions by governments,
whetherasaresultofincluding trade disputes orotherwise,other developments, may lead to increased project costs, operational inefficiencies, interruptions in the delivery or degradation of the quality or reliability of our products and services, or impairment of assets on our balance sheet. - Any of the foregoing delays or disruptions, including actions by governments or geopolitical events such as international conflicts,
couldresultintariffs, sanctions, export or import controls, and other measures that restrict international trade, could reduce or eliminate the ability of our suppliers, manufacturers, or other third-party providers to continue their operations to manufacture, or limit or eliminate our ability to purchase, key components of our technical infrastructure. - Further, much of our technical infrastructure is located 27 Table of Contents outside the United States, and action by a foreign government, or our response to such government action, has resulted, and may result in the future, in the impairment of a portion of our technical infrastructure, which may interrupt the delivery or degrade the quality or reliability of our products and lead to a negative user experience or increase our costs.
- The numbers for our key metrics, which include our
DAPdaily active people (DAP) and average revenue per person (ARPP), are calculated using internal company data based on the activity of user accounts. - 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
29TableofContentssignificantly from our estimates, potentially beyond our estimated error margins. - Any loss of access to data signals we use in our process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party 28 Table of Contents 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.
InAccordingly, in the fourth quarter of2024,2025, we estimated that less than3%5% of our worldwide DAP consisted solely of violating accounts.SuchOur violating accounts 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
limitedless 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 active account that does not constitute a violating account.
- Where marketers, developers, or investors do not perceive our metrics or estimates to be accurate, or where we discover material
30TableofContentsinaccuracies in our metrics or estimates, we may be subject to liability, our reputation may be harmed, and marketers and developers may be less willing to allocate their budgets or resources to our products that deliver ad impressions, which could negatively affect our business and financial results. - To effectively manage our scale, we must maintain, and continue to adapt, our operational, financial, and 29 Table of Contents management processes and systems, manage our headcount and facilities, and effectively train and manage our personnel.
- In addition, we are subject to a variety of risks inherent in doing business internationally, including: political, social, or economic instability; risks related to legal, regulatory, and other government scrutiny applicable to U.S. companies with sales and operations in foreign jurisdictions, including with respect to privacy, tax, law enforcement, content, trade compliance, supply chain, competition, consumer protection, intellectual property, environmental, health and safety, accessibility, licensing, and infrastructure matters; potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities; enhanced difficulty in reviewing content on our platform and enforcing our community standards, terms of service, and other policies across different languages and countries; fluctuations in currency exchange rates and compliance with currency controls; foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently; higher levels of credit risk and payment fraud; enhanced difficulties of integrating any foreign acquisitions; burdens of complying with a variety of foreign laws, including laws related to taxation, content removal,
31TableofContentscontent moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight; reduced protection for intellectual property rights in some countries; difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely; compliance with statutory equity requirements and management of tax consequences; and geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and 30 Table of Contents pandemics. - If any supplier or business partner violates laws, fails to implement changes in accordance with newly enacted laws, or implements practices or standards regarded as unethical, corrupt, or non-compliant, we could experience supply chain disruptions, government action or fines, canceled orders, or damage to our reputation.
32TableofContentsWefaceinventoryriskwithrespecttoourconsumerhardwareproducts. - The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. 31 Table of Contents Any one of the foregoing factors may adversely affect our operating results.
- In addition, we have faced, currently face, and will continue to face additional class action and other lawsuits based on claims related to advertising, antitrust, privacy, security, biometrics, content, algorithms, copyright, user well-being, younger users, employment, contingent workers, activities on our platform, consumer protection, unfair and deceptive trade practices, or product performance or other claims related to the use of consumer hardware and software, including virtual reality technology and products, which are new and unproven.
- We are also the subject of multiple lawsuits related to our alleged use of biometric technology, our alleged recommendation of and/or failure to remove harmful content, information from third-party websites or apps via our business tools, our alleged use of copyright-protected
contentcontent, or data that we allegedly improperly scraped or acquired, to train our AI models, and allegations that Facebook and Instagram cause "social media addiction" in users and allegations of violations of the Children's Online Privacy Protection Act (COPPA). - In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is
33TableofContentsno assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments. 32 Table of Contents We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could adversely affect our liquidity. WeFrom time to time we may also issue equity securities to pay for acquisitions or other strategic transactions and we regularly grant restricted stock units to retain the employees of acquired companies, which could increase our expenses, adversely affect our financial results, and result in dilution to our stockholders.- We
mayhave had, and may in the future have, exposure to greater than anticipated tax liabilities. - The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to
interpretationandcertainjurisdictionsareaggressivelyinterpretingtheirlawsinnewwaysinanefforttoraiseadditionaltaxrevenuefromcompaniessuchasMeta.interpretation. - Although we disagree with the
IRS'sIRS' position and are litigating this issue, the ultimate resolution is uncertain and, if resolved in a manner unfavorable to us, may adversely affect our financial results. - Although we believe that our provision for income taxes and estimates of our non-income tax liabilities are reasonable, the ultimate settlement may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
34TableofContentsOurfutureincometaxratescouldbevolatileanddifficulttopredictduetochangesinjurisdictionalprofitsplit,changesintheamountandrecognitionofdeferredtaxassetsandliabilities,orbychangesintaxlaws,regulations,oraccountingprinciples. - For example, the
2017TaxCutsandJobsOne Big Beautiful Bill Act(TaxAct)(OBBBA) enacted inDecember2017July 2025 had a significant impact on our tax obligations and effective tax rate for thefourththird quarter of2017.2025. - The issuance of additional regulatory or accounting guidance related to the
TaxAct,OBBBA or other executive or Congressional actions in the United States or globally could materiallyincreaseaffect our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. - For example, several jurisdictions have proposed or enacted taxes applicable to certain digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business.
- In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that
willmay impact our effective tax rate. TheseIn future periods, the tax effects of share-based compensation are dependent on our stock price, which we do not control, the CAMT system, andadeclinefuture changes inourstockpricecouldsignificantlyincreaseoureffectivetaxrateandadverselyaffectourfinancialresults.35laws. 34 Table of Contents If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.- The loss of other key personnel, including members of management as well as key engineering, product development, science, research, marketing, and sales personnel, could also disrupt our operations and have an adverse effect on our business.
- In particular, we expect to continue to face significant challenges in hiring specialized technical personnel, particularly senior engineering and AI research talent, whether as a result of competition with other companies or other factors.
- As
wecontinueour company continues tomature,evolve, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements may not be as effective as in thepast,andifweissuesignificantequitytoattractadditionalemployeesortoretainourexistingemployees,wewouldincursubstantialadditionalshare-basedcompensationexpenseandtheownershipofourexistingstockholderswouldbefurtherdiluted.past. - If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow
effectively.effectively or otherwise achieve our business objectives. - The specific timing and amount of any share repurchases, and the specific timing and amount of any
3635 Table of Contents dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. - In addition, in connection with the war in Ukraine in
thefirstquarterof2022, access to Facebook and Instagram was restricted in Russia and the services were then prohibited by the Russian government, which has adversely affected, and will likely continue to adversely affect, our revenue and business in the region. - In the event that content shown on Facebook or our other products is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base, user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
3736 Table of Contents Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use, data combination, data protection, content, AI, competition, youth, safety, consumer protection, advertising, e-commerce, and other matters. - We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including privacy, data use, data combination, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, medical devices, e-commerce, taxation, economic or other trade controls including sanctions, export controls, anti-corruption and political law compliance, securities law compliance, and online payment services.
- In addition, these U.S. and foreign laws and regulations may impose different obligations from each other and create the potential for significant fines to be
imposed.imposed or other consequences such as changes to our products or business practices. Forexample,The Court of Justice of theCJEUEuropean Union (CJEU) invalidated the Privacy Shield in 2020 and also considered the validity ofSCCsStandard Contractual Clauses (SCCs) as a basis to transfer user data from the European Union to the United States following a challenge brought by the Irish Data Protection Commission (IDPC).- Although the CJEU upheld the validity of SCCs in
July2020,onin May12,2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland s reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. - We are appealing this Final Decision and it is currently subject to
aninterima stay from the Irish High Court. OnMarch25,During the course of this matter, in 2022, the European Union and United Statesannouncedthattheyhadreached an agreementinprincipleon a new EU-U.S.- DPF by the CJEU could create considerable uncertainty and lead to us being unable to offer a
38TableofContentsnumber of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations. - If we are unable to transfer data between and among countries and regions in which we operate, or if we are restricted from sharing data among our products and services, it could affect our ability to provide our services, the manner in which we provide our services or our ability to target ads, which could adversely affect our financial results. 37 Table of Contents We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future.
- The California Consumer Privacy Act, as amended by the California Privacy Rights
Act(CCPA),Act, also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. - Some states have also proposed or enacted laws specifically focused on whether and how a company can moderate content on its services, and/or on the privacy rights and controls for users under 18 years old and their parents or guardians.
- In response to these developments, in November 2024, we began offering users in the European Union, European Economic Area, and Switzerland who elect to continue using our services free-of-charge, supported by ads, an option to see less personalized
ads,ads (LPA), which areexpectedtobeless relevant and effective than our premium ad offerings. - For example, the DMA in the European Union imposes restrictions and requirements on
39TableofContentscompanies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design. - Pending or future proposals to modify competition laws 38 Table of Contents in a number of jurisdictions could have similar effects.
- The interpretation and enforcement of the
DMAandtheDMA, DSA, and OSA, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. NewWe are also subject to new legislation or regulatory decisionsmaythat restrict our ability to collect and use information about minors or also limit our advertising services or our ability to offer products and services to minors in certain jurisdictions.- For example, several U.S. states, including Arkansas,
Utah,Texas,California,andColorado, Florida, New York, Texas, and Utah, among others, have passed laws restricting our ability to offer services to minors without parental consent or otherwise limiting the services that we can provide to minors. - While enforcement of a number of these statutes (or parts of them) has been enjoined or stayed as a result of legal challenges to them, it is possible that the decisions to enjoin these statutes may be overturned, the injunctive orders may expire, and certain statutes are coming into effect that may not be subject to injunctions.
WemayfacesimilarchallengesinlightofIn addition, recent legislation in Australiawhichimposes a social media ban for users under 16 yearsoldthatisexpectedtobeeffectivebyDecember2025,old, requiring certain social media companies to take reasonable steps to ensure under 16 year olds do notcreatehold user accounts.LegislativeproposalsAs a result of legislative proposals, new laws, and evolving interpretation of existing laws in Europe, Asia-Pacific, Latin America, and otherjurisdictionsmayalsojurisdictions, we are also, and expect to continue to be, subjectusto new requirements relating to allegedly fraudulent or illegal activities by third parties on our platform, which could continue to cause us to incur significant compliance costs or make changes to our products or business practices, and could subject us to additional fines and penalties or liability for losses to users or other third parties in such transactions.- We are and expect to continue to be the subject of investigations, inquiries, data requests, requests for information, actions, and audits in the United States, Europe, and around the world, particularly in the areas of privacy, data use, data combination, and data protection, including with respect to processing of sensitive data, data from third parties, data for advertising purposes, data security, minors, data subject rights, safety, law enforcement, consumer protection, civil rights, content and content moderation, use of our platform for illegal, illicit, or otherwise objectionable activity, competition, consumer hardware and software, including virtual reality technology and products, AI, generative AI, and machine learning.
- For example, data protection, competition, content, and consumer protection authorities in the European Union, United States, and other jurisdictions have initiated actions,
40TableofContentsinvestigations, or administrative orders seeking to restrict the ways in which we collect and use information, or impose sanctions, and other 39 Table of Contents authorities may do the same. TheCertain state attorneys general inquiries and litigation, and certain government inquiries in other jurisdictions remain ongoing.- We also notify the IDPC, our lead European Union privacy regulator under the GDPR, and other regulators of certain other personal data breaches and privacy issues, issue similar notifications to European and other 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 regulators regarding various aspects of our regulatory compliance.
- Compliance with our FTC consent order, the GDPR, U.S. state privacy laws, youth social media laws, the ePrivacy Directive, the DMA, the DSA, the OSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results.
- We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR and UK GDPR, and other current and anticipated regulatory and legislative
41TableofContentsrequirements around the world, such as U.S. state privacy laws, youth social media laws, the ePrivacy Directive, 40 Table of Contents DMA, DSA, OSA, EU AI Act, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. - If we are unable to successfully implement and comply with the mandates of the FTC consent order (including any future modifications to the order), GDPR and UK GDPR, U.S. state privacy laws, youth social media laws, ePrivacy Directive, DMA, DSA, or other regulatory or legislative requirements, or if any relevant authority believes that we are in violation of the consent order or other applicable requirements, we may be subject to regulatory or governmental investigations or lawsuits, which may result in significant monetary fines or damages (including for loss of control of data without other damage), judgments, penalties, or other remedies, and we may also be required to make additional changes to our business practices.
- In particular, the nature of our business exposes us to claims and inquiries related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, sanctions, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others.
- For example, over the last several years we have seen an increase in claims brought by or on behalf of younger
usersusers, including claims related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. - The potential risks relating to any of the foregoing types of claims are currently enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear or where we may be less
4241 Table of Contents protected under local laws than we are in the United States. - Certain countries and U.S. states have also implemented or proposed legislation that may require us to pay publishers for certain news content shared on our products.
- Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those 42 Table of Contents governing gambling, banking, and lending.
- We have received certain
43TableofContentspayments licenses in the UnitedStates,theEuropeanEconomicArea,States and other jurisdictions for our regulated Payments-related products and activities. - These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our
regulatedlicensed Payments products and activities. - Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from users,
orinformation from marketers, and other intellectual property or content on our systems, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could harm our business and reputation and diminish our competitive position. - Such breaches and attacks may cause interruptions to the services we provide, degrade the user experience or otherwise adversely affect users, cause users or marketers to lose confidence and trust in our products, impair our internal
systems,systems or product development, or result in financial harm to us. - Although we have developed systems and processes that are designed to protect our data and user data, to reduce the risk of data loss or misuse, to disable undesirable accounts and activities on our platform, and to reduce the risk of or detect security breaches, such measures will not provide absolute security, and we cannot assure you that we will be able to react in a timely manner to any cyber-attacks or other security incidents, or that our remediation 43 Table of Contents efforts will be successful.
- Our business and operations span numerous geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third
parties.parties, including AI and cloud services. - In addition, some of our developers or other partners, such as those that help us measure the effectiveness of ads, may receive or store information provided by us or by our users through mobile or web applications integrated with our products.
44TableofContentsWeprovidelimitedinformationtosuchthirdpartiesbasedonthescopeofservicesprovidedtous. - Our products and internal systems rely on software and hardware, including software and hardware developed or 44 Table of Contents maintained internally and/or by third parties (including public cloud providers, AI technologies and services, open source
softwaresoftware, and the operating systems and browsers which users rely on to run our applications and access our systems), that is highly technical and complex. - Errors, bugs, vulnerabilities, design defects, or technical limitations within
45TableofContentsthe software and hardware on which we rely, or human error or malfeasance in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or otherdata,data or to address violating activity on our platform, or reductions in our ability to provide some or all of our services. - For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our
systemssystems, and the software and hardware on which we rely, are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. - Companies in the internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other
rights.rights, including in novel areas such as those relating to AI training and AI outputs. - Furthermore, from time to time we may introduce or acquire new products, including in areas where we historically have not competed, or introduce new features for existing products, 45 Table of Contents which could increase our exposure to intellectual property claims from competitors, non-practicing entities, and other rights holders.
- From time to time, we receive notice from patent, copyright, and trademark holders and other parties alleging that certain of our products and services, trademarks, or user content, infringe their intellectual property
rights.rights or that certain employees may have misappropriated trade secrets from their former employers. - In addition, plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us
46TableofContentsto change or cease some or all of our operations. - The terms of such a settlement or judgment may require us to change or cease some or all of our operations or pay substantial amounts to the other
party.parties, including statutory damages to large numbers of copyright holders. - We have experienced unfavorable outcomes in such disputes and litigation in the past, and our business, financial condition, and results of operations could be materially and adversely affected as a result of an unfavorable resolution of the disputes and litigation referred to above.
- Since shares of our Class A common stock were sold in our initial public offering in May 2012 at a price of $38.00 per share, our stock price has ranged from $17.55 to
$638.40$796.25 through December 31,2024.2025. - In addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our Class A common stock has in the past fluctuated and may in the future fluctuate significantly in response to numerous factors, many of which are beyond our control, including: actual or anticipated fluctuations in our revenue and other operating results for either of our reportable segments; the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; additional shares of our stock being sold into the market by us, our existing stockholders, or in connection with acquisitions, or the anticipation of such sales; investor sentiment with respect to our competitors, our business partners, and our industry in general; announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products; 46 Table of Contents changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; the inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index; media coverage of our business and financial performance; lawsuits threatened or filed against us, or developments in pending lawsuits; adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies; trading activity in our share repurchase program; and
47TableofContentsother events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events. - Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price. 47 Table of Contents Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock.
- Zuckerberg with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock;
48TableofContentswhen the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain amendments to our certificate of incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock; when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders; when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our board of directors will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause; when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; only our board chair, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of stockholders; advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and certain litigation against us can only be brought in Delaware.
Removed since the previous 10-K 27
- For example, the COVID-19 pandemic led to increases and decreases in the size and engagement of our active user base from period to period at different points during the pandemic.
- We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
- Further, we face significant competition from other companies that are developing their own AI features and technologies.
- Our AI initiatives also depend on our access to data to effectively train our models.
- Our Reality Labs efforts include our metaverse and wearables initiatives.
- We also compete with companies that develop and deliver consumer hardware and augmented, mixed, and virtual reality products and services.
- In addition, from time to time, we may take actions in response to competitive threats, but we cannot assure you that these actions will be successful or that they will not negatively affect our business and financial results.
- We are subject to the risk of catastrophic events and crises, which may have a significant adverse impact on our business and operations.
- Any one of the foregoing factors may adversely affect our operating results.
- We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could adversely affect our liquidity.
- Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
- There are ongoing OECD negotiations that contemplate an alternative to these proposals, which may proliferate in the absence of multilateral agreement.
- For example, in 2024, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $3.22 billion and our effective income tax rate by five percentage points as compared to the tax rate without such benefits.
- For example, in 2016, the European Union and United States agreed to a transfer framework for data transferred from the European Union to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (CJEU).
- In addition, the other bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny.
- On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a qualifying state under Section 3(f) of the E.O.
- On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States.
- The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the Data Privacy Framework List, maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S.
- The implementation of the EU-U.S.
- DPF and the adequacy decision are important and welcome milestones, and we have implemented steps to comply with the above corrective orders following engagement with the IDPC.
- We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future.
- Additionally, Brazil has an intermediary liability framework limiting liability for third-party content, which has been challenged as unconstitutional and is under review by the Brazilian Supreme Court.
- For example, the CFPB issued its anticipated Larger Participant Rule, effective January 2025, allowing the CFPB to conduct supervisory activities over general-use digital consumer payment applications.
- The Rule, which is under legal challenge by a trade association, could subject certain of our payments products to this authority.
- We may also be subject to increased risk as a result of changes to our content policies and enforcement efforts which we began to implement in January 2025 to further free expression on our platform and mitigate over-enforcement of certain of our content policies.
- Defending intellectual property litigation is often costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained in all cases.
- Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
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