META

메타
Meta Platforms, Inc. · CIK 1326801
META 리스크 변화 알림 받기
이번 보고서
2026.09 분기보고서
10-Q · 기간 말 2026. 9. 30. · 제출 2026. 10. 22.
비교 기준
2026.06 분기보고서
10-Q · 기간 말 2026. 6. 30.
SEC 원문 ↗
1
새 리스크 항목
6
신규 문단
26
수정 문단
5
삭제
+5%
분량 변화
AI 한국어 요약

한 줄 요약

무의결권 Class C 주식 신설(자본 재편), 최대 약 186억 달러 규모의 청소년 정신건강 소송 합의, 미국 정부와의 초지능 협약 등 지배구조·규제 이행 부담이 새 리스크로 크게 추가됐습니다.

주목할 변화

  • 신규무의결권 Class C 주식 신설과 주식 배당2027년 1월 효력 발생을 목표로 의결권 없는 Class C 주식을 만들고, 기존 A·B주 1주당 C주 1주를 배당합니다. 회사는 배당 후 A주 가격에 "the effect of a two-for-one stock split"이 반영될 것으로 봅니다. 또 C주가 할인 거래되면 증자·인수 때 더 많은 주식을 발행해야 해 "could be dilutive to all stockholders"라고 밝혔고, 유사 사례처럼 주주 소송을 당할 수 있다고 적었습니다.
  • 강화저커버그 지배력 장기화C주는 의결권이 없어 증자·인수·주식보상에 쓰이더라도 "prolonging the duration of Mr. Zuckerberg's ability to exercise voting rights"하는 효과가 있다고 명시했습니다. 의결권 없는 주식을 보유하지 않으려는 기관투자자 수요와 주가지수 편입 여부가 A·C주 가격에 영향을 줄 수 있다는 점도 새로 들어갔습니다.
  • 신규52개 주 법무장관과 청소년 정신건강 소송 합의10년간 최대 약 185.9억 달러를 지급합니다. 이 중 일부는 YouTube·TikTok 등이 비슷한 조건에 동의할 때만 지급됩니다. 미국 내 18세 미만 사용자를 대상으로 페이스북·인스타그램 기능을 바꾸고, 독립 감사인이 5년간 이행 여부를 점검합니다. 경쟁사가 동참하지 않으면 "disproportionate adverse user engagement impacts"를 겪을 수 있다고 적었습니다.
  • 신규미국 정부와 '초지능 협약(Accord on Super Intelligence)' 체결2026년 9월 체결했으며, 제3자 감사를 포함한 내부통제 약속이 담겨 있습니다. 회사는 이 약속 때문에 새 AI 모델 출시가 "more difficult, time-consuming, and costly"해질 수 있다고 밝혔습니다. 자체 'Meta Superintelligence Scaling Framework'도 리스크 항목에 언급됐습니다.
  • 강화자금조달 필요성과 신용등급 리스크외부 자금조달 표현이 "may"에서 "expect to seek to raise additional capital"로 바뀌었습니다. 신용등급 하락 시 차입비용이 오를 수 있다는 문장도 새로 들어갔습니다. 같은 기간 해지 불가능한 계약 약정은 3,493억 달러에서 4,545억 달러로 늘었습니다.
  • 강화에이전틱 AI 관련 보안·법률 리스크 확대AI 투자 대상과 리스크 항목 전반에 "agentic AI"가 추가됐습니다. 제3자가 자체 앱·워크로드를 돌리는 컴퓨팅 환경에서의 "inadequate isolation" 문제, 메타 인프라가 다른 대상을 겨냥한 활동에 악용될 위험도 새로 명시했습니다. 기존의 "not fully mitigated" 표현은 빠졌습니다. 다른 플랫폼·OS 업체가 메타 AI 기능의 접근이나 연동을 막을 수 있다는 리스크도 신설됐습니다.
  • 강화AI로 인한 플랫폼 악용 증가가 현실화기존에는 위험이 커질 "수 있다"는 수준이었습니다. 이번에는 "We have experienced, and expect to continue to experience, increases in the volume and scale"로 바꿔, AI로 인한 악용 사례가 실제로 늘었다고 인정했습니다.
  • 신규AI 안경 규제와 중국의 인수 해제 명령웨어러블과 관련해 "bystander privacy" 규제, 일부 지역의 착용 금지 가능성이 추가됐습니다. 또 중국 국가발전개혁위원회(NDRC)의 명령으로 2026년 8월 Manus 인수를 되돌렸다는 사례가 새로 들어갔습니다.

읽는 법

이번 분기 변화의 중심은 사업 리스크보다 자본 구조와 지배구조입니다. 무의결권 Class C 주식은 희석, A·C주 간 가격 차이, 주주 소송 가능성, 창업자 지배력 장기화를 함께 수반합니다. 동시에 주 정부 합의와 연방 초지능 협약으로 외부 감사를 받는 이행 의무가 생겼습니다. 앞으로는 제품 변경과 AI 출시 속도가 이 이행 부담에 얼마나 영향을 받는지, 경쟁사가 합의에 동참하는지를 지켜볼 필요가 있습니다.

원문 비교
  1. 신규We are involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.
    For example, in August 2026, we announced an agreement with 52 attorneys general across U.S. states, territories, and the District of Columbia to resolve litigation related to teen mental health and social media. The agreement provides for payments of up to approximately $18.59 billion (a portion of which is contingent on industry peers such as YouTube and TikTok agreeing to similar terms) over a 10-year period, which may be used to fund youth online safety initiatives, among other state priorities, as well as certain changes to our product features for users under 18 years old on Facebook and Instagram in the United States. Our implementation and maintenance of these product changes require significant operational resources and ongoing investments in compliance processes, personnel, and technical infrastructure. In addition, an independent auditor will review and report to the states on our compliance with the agreement annually for five years. If we are unable to successfully implement and comply with the terms of the agreement, if the independent auditor or relevant authorities find that we are not in compliance with the terms of the agreement, or if other government authorities seek to impose similar requirements, we may be subject to further enforcement proceedings, additional monetary remedies, requirements to make further changes to our products or business practices, and negative publicity, any of which could adversely affect our business, reputation, and financial results. In addition, if YouTube, TikTok, or others in the industry do not join us in adopting these new measures, we may experience disproportionate adverse user engagement impacts as a result of these product changes.
  2. 신규We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
    In the future, following effectiveness of the Restated Charter, we may use shares of Class C common stock as consideration in connection with acquisitions. If the Class C common stock trades at a discount to the Class A common stock, we may need to issue more shares of Class C common stock as consideration for any acquisition than we would if we were to issue shares of Class A common stock. In addition, we may not be able to issue shares of Class C common stock as consideration if companies that we are interested in acquiring do not agree to accept shares that carry no voting powers, or for other reasons. As a result, we may need to or elect to pay cash or issue shares of our other common stock as consideration or as incentive compensation to hire or retain employees of acquired companies.
  3. 신규Our CEO has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock.
    Moreover, since our Class C common stock, when issued, will generally have no voting power, the issuance of the Class C common stock, including in connection with future financings, acquisitions, or the issuance of future equity awards, could have the effect of prolonging the duration of Mr. Zuckerberg's ability to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore his ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any significant corporate transactions, such as a merger or other sale of the company of its assets. We believe that Mr. Zuckerberg's continued control of a majority of the voting power of our outstanding capital stock is beneficial to us and is in the best interests of our stockholders. In the event that Mr. Zuckerberg no longer controls a majority of the voting power, our business or the trading price of our Class A common stock and, when issued, our Class C common stock may be adversely affected.
  4. 새 리스크 항목
    The trading price of our Class A common stock has been and will likely continue to be volatile, and following the effectiveness of the Recapitalization and Dividend, the trading price of the Class C common stock will likely be volatile and may impact the trading price of our Class A common stock.
  5. 신규The trading price of our Class A common stock has been and will likely continue to be volatile, and following the effectiveness of the Recapitalization and Dividend, the trading price of the Class C common stock will likely be volatile and may impact the trading price of our Class A common stock.
    In addition, we recently announced the Recapitalization and Dividend, with the record and payment dates for the Dividend to be determined by our board of directors in its discretion by subsequent action, with the payment to occur following the effectiveness of the Restated Charter, subject to applicable law. Once the Dividend is distributed, we expect that the market price for the shares of our Class A common stock will reflect the effect of a two-for-one stock split. When issued, we plan to list the Class C common stock on the Nasdaq Stock Market LLC (Nasdaq). The trading price of our Class C common stock may differ from our Class A common stock, and fluctuate significantly in response to numerous factors, many of which are beyond our control. We cannot predict whether, or to what extent, a liquid trading market will develop for the Class C common stock. The trading price for the Class C common stock may be volatile and affected by the same factors noted with respect to our Class A common stock above. The trading price of the Class C common stock may also be affected by the difference in voting rights compared to our Class A common stock and Class B common stock, the liquidity of the market for Class C common stock, and investor demand for Class C common stock, including that of institutional investors that may be unwilling or unable or who choose not to hold non-voting shares of our capital stock. Whether or not the Class C common stock is included in stock indices in the future may also affect the trading prices of the Class A common stock and the Class C common stock.
  6. 신규Provisions 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.
    As noted above, the issuance of the Class C common stock could have the effect of prolonging Mr. Zuckerberg's control of a majority of the voting power of our outstanding capital stock.
  7. 수정Our new products and changes to existing products could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.
    Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing products and to create successful new products, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing products or acquire or introduce new and unproven products, including using technologies with which we have little or no prior development or operating experience. For example, we have relatively limited experience with consumer hardware products and virtual and augmented reality technology, which may adversely affect our ability to successfully develop and market these evolving products and technologies. We are also making significant investments in artificial intelligence (AI) initiatives across our business. For example, we have previously launched, and continue to launch, new AI applications such as Muse and new AI features on our existing products, including support for new modalities, conversational AIs, agentic AIs, AI profiles, stickers, photos, videos, and editing tools. We continue to incur substantial costs, and we may not be successful in generating profits, in connection with these efforts.
  8. 수정We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
    We have made significant investments in AI initiatives, including generative AI AI, agentic AI, and superintelligence, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products, and expect to continue to increase these investments. In particular, we have significantly increased our infrastructure investments in connection with our AI initiatives, and expect our investments to continue to increase. If our investments are not successful longer-term, our business and financial performance could be harmed.
  9. 수정We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
    There 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, agentic 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, model extraction or theft, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. It is also uncertain how various laws related to online services, intermediary liability, and other issues will apply to content generated by AI or agentic actions taken by AI. In addition, we are subject to the risks of new or enhanced governmental or regulatory 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. results, including risks contemplated by our Meta Superintelligence Scaling Framework. 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.
  10. 수정We may not be successful in our artificial intelligence initiatives, which 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 or have enacted general legal frameworks on AI (such as the EU AI Act and various U.S. state AI laws). We may not always be able to anticipate how courts and regulators will apply existing laws to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these frameworks as they are still rapidly evolving. We may also have to expend resources to adapt to new legal frameworks, and adjust our offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions. In September 2026, we signed the Accord on Super Intelligence with the U.S. government and other developers of frontier AI technologies, which includes principles and commitments around maintaining robust internal controls and oversight, including engaging third-party auditors. These commitments require significant operational resources and investments in compliance processes and personnel, may make the development and release of new AI models and features more difficult, time-consuming, and costly, and are subject to evolving interpretation.
  11. 수정We 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, including competition from AI features and technologies that may be similar or superior to our technologies or more cost-effective to develop and deploy, or that otherwise achieve more timely or successful market acceptance. Given the long history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI features. 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. Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party equipment, 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. In addition, other companies that control platforms, operating systems, or other services may also restrict or prohibit access to or integration with our AI features and technologies on their services, which could adversely affect our AI initiatives.
  12. 수정We may not be successful in our Reality Labs strategy and investments, which could adversely affect our business, reputation, or financial results.
    We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. In 2021, we announced a shift in our business and product strategy to focus on helping to bring the metaverse to life, and we are directing our efforts toward innovations in AI, wearables, and devices to help build next-generation interfaces. We expect this will be a complex, evolving, and long-term initiative that will involve the development of new and emerging technologies, continued investment in infrastructure as well as privacy, safety, and security efforts, and collaboration with other companies, developers, partners, and other participants. However, the metaverse 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 and our product ideas and designs evolve. In addition, we have relatively limited experience with consumer hardware products and virtual and augmented reality technology, which may enable other companies to compete more effectively than us. We may be unsuccessful in our research and product development efforts, including if we are unable to develop relationships with key participants in the metaverse or develop products that operate effectively with metaverse technologies, products, systems, networks, or standards. For example, some of our consumer hardware products depend on the ability to operate with third-party mobile platforms and these platforms do not necessarily provide our products with the same levels of interoperability that they provide to their own competing products. In addition, our Reality Labs efforts may also divert resources and management attention from other areas of our business. We expect to continue to make significant investments in virtual and augmented 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, manufacturing, 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. For example, our wearables efforts subject us to evolving regulatory requirements, including with respect to bystander privacy, as well as risks arising from the misuse of AI glasses, including potential restrictions or prohibitions on glasses in certain jurisdictions, requirements relating to product design, litigation and regulatory activity, and negative public sentiment, any of which could cause us to change our product roadmap or otherwise harm or our business. 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.
  13. 수정Our financial results will fluctuate from quarter to quarter and are difficult to predict.
    •our ability to generate revenue from Payments, paid messaging and subscriptions, or the sale of our consumer hardware products or other products we may introduce in the future;
  14. 수정Unfavorable media coverage negatively affects our business.
    We receive a high degree of media coverage around the world. 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 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. Beginning in September 2021, we became the subject of significant media coverage as a result of allegations and the release of internal company documents by a former employee. In addition, we have been, and may in the future be, subject to negative publicity in connection with our handling of misinformation and other illicit or objectionable use of our products or services, including in connection with geopolitical events and elections in the United States and around the world. We have also been, and expect to continue to be, subject to media coverage in connection with litigation matters. For example, juries have returned liability verdicts against us in two trials certain trials, including in our U.S. youth-related litigation youth and privacy-related matters, and additional bellwether trials are scheduled for 2026 and beyond. 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.
  15. 수정We incur significant expenses in operating our business, and some of our investments, particularly our investments in our artificial intelligence initiatives as well as Reality Labs, have the effect of reducing our cash flows, operating margin and profitability. If our investments are not successful longer-term, our business and financial performance will be harmed.
    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. We are also continuing to increase our investments in new platforms and technologies, including as part of our VR, Horizon, and wearables efforts. We have incurred significant indebtedness and other contractual commitments, including lease obligations, to finance these investments and expect to continue to incur additional obligations. Some of these investments have generated only limited revenue and reduced our cash flows, operating margin, and profitability, and we expect the adverse financial impact of such investments to continue for the foreseeable future. For example, our investments in Reality Labs reduced our 2025 overall operating profit by approximately $19.19 billion, and we expect our full-year 2026 Reality Labs operating losses to remain similar be approximately $18 billion to 2025. $19 billion. If our investments are not successful longer-term, our business and financial performance will be harmed.
  16. 수정We incur significant expenses in operating our business, and some of our investments, particularly our investments in our artificial intelligence initiatives as well as Reality Labs, have the effect of reducing our cash flows, operating margin and profitability. If our investments are not successful longer-term, our business and financial performance will be harmed.
    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 expect to 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. For example, a downgrade of our credit rating could adversely affect our access to liquidity and capital and could increase our borrowing costs. 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. We recently announced that our board of directors has determined that it is advisable and in the best interest of the company and our stockholders to adjust our capital structure by amending our certificate of incorporation (as amended, the Restated Charter) to, among other things, establish a new class of non-voting Class C common stock (the Recapitalization), with an effective date in January 2027, and declare a dividend of one share of the Class C common stock for each outstanding share of Class A common stock and Class B common stock (the Dividend), to be paid following the effectiveness of the Restated Charter. We expect to use shares of the Class C common stock to conduct equity offerings from time to time in the future. Because the Class C common stock may trade at a discount relative to our Class A common stock, we may need to issue more shares of Class C common stock for any equity issuance than we would if we were to issue shares of Class A common stock, which could be dilutive to all stockholders. If we are unable to obtain adequate financing when needed, our ability to finance our business operations and initiatives could be adversely affected. Other companies that have implemented, or sought to implement, changes to their capital structure similar to the Recapitalization have been challenged in stockholder litigation shortly after announcing or implementing those changes, which, in some instances resulted in the company not consummating the transaction. We may become subject to similar litigation.
  17. 수정Our business is dependent on our ability to maintain and scale our technical infrastructure. Any significant disruption in our products and services or other adverse developments relating to our technical infrastructure could damage our reputation, result in a potential loss of users and engagement, and adversely affect our business and financial results.
    A substantial portion of our technical infrastructure is provided by third parties. Any disruption or failure in the services we receive from these providers could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. We have experienced, and expect to continue to experience, various challenges with the supply chain related to supporting our technical infrastructure. As a result, we have adjusted, and may continue to adjust in the future, our procurement practices to adapt to the evolving landscape. We may not be able to secure sufficient components, equipment, or services from third parties to satisfy our needs, or we may be required to procure such components, equipment, or services on unfavorable terms. For example, we are party to a number of partnerships and other third-party arrangements relating to these initiatives, some of which include multi-year purchase commitments. As of June September 30, 2026, we had $349.31 $454.52 billion of non-cancelable contractual commitments, comprising both short-term and long-term arrangements, most of which are related to third-party cloud capacity arrangements and other investments in technical infrastructure, and we continue to enter into additional significant contractual arrangements.
  18. 수정Real or perceived inaccuracies in our community and other metrics may harm our reputation and negatively affect our business.
    Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not reflect the actual size of our community. Rather, our
  19. 수정Real or perceived inaccuracies in our community and other metrics may harm our reputation and negatively affect our business.
    Rather, our Family metrics represent our estimates of the number of unique people using at least one of Facebook, Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex techniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. These techniques and models require significant judgment, are subject to data and other limitations discussed below, and inherently are subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user survey data as described further below, which itself is subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide DAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. As a result, it is also possible that our Family metrics may indicate changes or trends in user numbers that do not match actual changes or trends.
  20. 수정We have significant international operations, which subject us to increased business, economic, and legal risks that could affect our financial results.
    •burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, content moderation, data localization, data protection, AI models and systems, intellectual property, competition, e-commerce and payments, foreign investment, and regulatory oversight;
  21. 수정We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock.
    As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges, or we may be subject to regulatory challenges after such transactions close. For example, we completed our divestiture of Manus in August 2026 following an order from China's National Development and Reform Commission ordering us to unwind the transaction, and we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments.
  22. 수정Our CEO has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock.
    Mark Zuckerberg, our founder, Chairman, and CEO, is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which has limited voting power relative to the Class B common stock, or when issued, our Class C common stock, which will generally have no voting power, and might harm the trading price of our Class A common stock and, when issued, our Class C common stock. In addition, Mr. Zuckerberg has the ability to control the management and major strategic investments of our company as a result of his position as our CEO and his ability to control the election or, in some cases, the replacement of our directors. In the event of his death, the shares of our capital stock that Mr. Zuckerberg owns will be transferred to the persons or entities that he has designated. As a board member and officer, Mr. Zuckerberg owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.
  23. 수정We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases and dividend payments could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
    Although our board of directors has authorized a share repurchase program that does not have an expiration date, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock, or, when issued, our Class C common stock. The specific timing and amount of any share repurchases, and the specific timing and amount of any dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves.
  24. 수정We have been and remain subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the future, which could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.
    We receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and regulations, many of which are evolving and subject to interpretation. 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. In addition, we are currently, and may in the future be, subject to regulatory orders or consent decrees. For example, data protection, competition, content, and consumer protection authorities in the European Union, United States, and other jurisdictions have initiated actions, investigations, or administrative orders seeking to restrict the ways in which we collect and use information, or impose sanctions, and other authorities may do the same. In addition, we have been and continue to be the subject of litigation and investigations related to the ways in which we collect and use information, including where advertisers are subject to additional regulation such as housing, employment, credit, and financial services. In addition, beginning in March 2018, we became subject to FTC, state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies. In July 2019, we entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and, among other things, required us to significantly enhance our practices and processes for privacy compliance and oversight. Certain state attorneys general inquiries and litigation, and certain government inquiries and litigation in other jurisdictions remain ongoing. The FTC also continues to monitor us and our compliance with the modified consent order and initiated an administrative proceeding against us, which we are challenging at the agency and in federal court, that alleges deficient compliance and violations of the Children's Online Privacy Protection Act (COPPA), the COPPA Rule, and Section 5 of the Federal Trade Commission Act and seeks changes to our business. If we are unsuccessful in our challenge to the FTC's action and the agency imposes its proposed order in its current form, we would be subject to significant limitations, including on our ability to launch new and modified products or use data of users under 18 years old. 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. In addition, we are subject to inquiries and investigations by the European Commission regarding our compliance with various provisions of the DSA relating to the use of Facebook and Instagram, including matters related to elections, content reporting and appeals, third-party access to data, political content recommendations, potential deceptive advertising and disinformation, and minors and other vulnerable users. We have been, and may in the future be, subject to penalties, fines, and requirements to change our business practices as a result of such inquiries and investigations. In addition, in July 2024, we entered into a settlement to resolve a lawsuit by the state of Texas in connection with the "tag suggestions" feature and other uses of facial recognition technology.
  25. 수정We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results.
    We could also face fines, orders restricting or blocking our services in particular geographies, or other judicial or government-imposed remedies as a result of content hosted on our services. For example, legislation in Germany and India has resulted, and may result in the future, in the imposition of fines or other penalties for failure to comply with certain content removal, law enforcement cooperation, and disclosure obligations. Numerous other countries in Europe, the Middle East, Asia-Pacific, and Latin America are considering or have implemented similar legislation imposing liability or potentially significant penalties, including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes. For example, we have been subject to fines and may in the future be subject to other penalties in connection with social media legislation in Turkey, and we have been subject to fines and service blocking and prohibition in Russia. Content-related legislation also has required us, and may require us in the future, to change our products or business practices, increase our costs, or otherwise impact our operations or our ability to provide services in certain geographies. For example, the European Copyright Directive requires certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability of that content, which may require us to make substantial investments in compliance processes. Member states' laws implementing the European Copyright Directive may also require online platforms to pay for content. In addition, our products and services are subject to restrictions and requirements, and we are subject to increased compliance costs, and potential fines or other penalties in the event of non-compliance, as a result of the Digital Services Act in the European Union, which started to apply to our business as of August 2023, and other content-related legislative developments such as the Online Safety and Media Regulation Act in Ireland and the Online Safety Act in the United Kingdom. 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. For example, as a result of such legislation in Canada, we have ended the availability of news content for Canadian users on Facebook and Instagram. Instagram, and Australia has enacted a tax on revenue to incentivize payments to news publishers. In the United States, changes to the protections available under Section 230 or the First Amendment to the U.S. Constitution or new state or federal content-related legislation or investigations may increase our costs or require significant changes to our products, business practices, or operations, which could adversely affect user growth and engagement.
  26. 수정Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business.
    Several of our products offer Payments payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments payments infrastructure, messaging services, and agentic AI tools, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, India, Brazil, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. clear, including application to agentic actions taken by AI. We have received certain payments licenses in the United 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 licensed payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may still not guarantee compliance. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may be required to make product changes, any of which could have an adverse effect on our business and financial results.
  27. 수정Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business.
    Our industry is prone to cyber-attacks by parties seeking unauthorized access to our data or users' data or to disrupt our ability to provide service or otherwise harm us. Our products and services involve the collection, storage, processing, and transmission of a large amount of data. 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, information 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. In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and general hacking continue to be prevalent in our industry, have occurred on our systems, and will occur on our systems in the future. We also regularly encounter attempts to create false or undesirable user accounts, purchase ads, or take other actions on our platform for purposes such as spamming, spreading misinformation, or other illegal, illicit, or otherwise objectionable ends. As a result of our prominence, the size of our user base, the types and volume of personal data and content on our systems, and the evolving nature of our products and services (including our efforts involving new and emerging technologies), we believe that we are a particularly attractive target for such breaches and attacks, including from nation states and highly sophisticated, state-sponsored, or otherwise well-funded actors, and we experience heightened risk from time to time as a result of geopolitical events. Our efforts to address undesirable activity on our platform also increase the risk of retaliatory attacks. 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 or product development, or result in financial harm to us. Our efforts to protect our company data or the information we receive, and to prevent or disable undesirable activities on our platform, may also be unsuccessful due to software bugs, misconfigurations, vulnerabilities, single points of failure, or other technical malfunctions; employee, contractor, AI agent, or vendor error or malfeasance; social engineering or other cyber-attacks directed towards our personnel or their access; misuse of company data or systems by our personnel; defects or vulnerabilities in our vendors' information technology systems or offerings or third-party tools, applications, or services used by our personnel; government exploitation or surveillance; breaches of physical security of our facilities, technical infrastructure, or other equipment; or other threats that evolve. In addition, other parties may attempt to fraudulently or maliciously induce employees, contractors, vendors, AI agents, or users to disclose information or take other actions in order to gain access to our data or systems, our users' data, or other services or systems. Our AI initiatives and other efforts to develop and launch new features, products, and services in a timely manner have introduced additional risks and vulnerabilities that are not fully mitigated. vulnerabilities. In particular, our efforts to develop and deploy AI models, internal and third-party AI tools, and other AI applications and agents agents, and computing environments in which third parties operate their own applications, agents, or workloads, expose us and users of AI agents to increased and novel risks and vulnerabilities, including prompt injection, circumvention of AI safety controls to generate harmful or otherwise unauthorized outputs, errors, agents acting beyond their intended scope, inadequate isolation of corporate or production environments, third-party environments or activity, use of our systems or infrastructure to conduct activity directed at other parties, and other issues related to AI agents, as well as compromise of data, systems, or valuable intellectual property including source code, model weights, and other assets. There are similar emerging supply chain vulnerabilities across the industry. Cyber-attacks continue to evolve in sophistication and volume, including as a result of threat actors exploiting the use of generative and agentic AI technologies, and inherently may be difficult to detect for long periods of time. In particular, rapid advances in AI technologies have enabled the discovery of security vulnerabilities at unprecedented speed and scale across the industry, which is expected to continue and may outpace our or other parties' abilities to remediate any such vulnerabilities. As a result, we are exposed to heightened risks of cyber-attacks or other security incidents. 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 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, including AI and cloud services. At any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our products, systems, and security efforts.
  28. 수정Intentional misuse of our services and user data and other undesirable activity by third parties on our platform could adversely affect our business.
    Such incidents and activities include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of hacked, false or undesirable user accounts, election interference, improper advertising practices, activities that threaten people's safety or well-being on- or offline (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, and illegal gaming), instances of spamming, surveillance, scraping, data harvesting, unsecured datasets, or spreading misinformation, or other fraudulent or otherwise illegal activity. From time to time we are unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any such incidents. We have experienced, and expect to continue to experience, increases in the volume and scale of such incidents and activities as a result of the use of AI technologies, and may also be subject to increased risk as a result of changes to our content policies and enforcement efforts from time to time.
  29. 수정The dual class structure of our common stock has the effect of concentrating voting control with our CEO and certain other holders of our Class B common stock; this will limit or preclude your ability to influence corporate matters.
    Our Class B common stock has ten votes per share, our Class A common stock has one vote per share, and our Restated Charter provides for the authorization of Class C common stock, which will generally have no voting powers. Holders of our Class B common stock, including our founder, Chairman, and CEO, together hold a majority of the combined voting power of our outstanding capital stock, and therefore are able to control the outcome of all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.
  30. 수정Provisions 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.
    Delaware law and provisions 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.
  31. 수정Provisions 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.
    Our status as a Delaware corporation may discourage, delay, or prevent a change in control. In addition, our current certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
  32. 수정Provisions 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.
    •we currently have a dual class common stock structure, and following the effectiveness of the Restated Charter, will have a multi-class common stock structure, which in both cases provides Mr. 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;
  33. 문장 삭제Our new products and changes to existing products could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.
    For example, the Nevada Attorney General is seeking to enjoin our offering of default end-to-end encryption on Messenger for all Nevada residents under the age of 18.
  34. 문장 삭제Intentional misuse of our services and user data and other undesirable activity by third parties on our platform could adversely affect our business.
    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.
  35. 삭제된 항목
    The trading price of our Class A common stock has been and will likely continue to be volatile.
  36. 문장 삭제The dual class structure of our common stock has the effect of concentrating voting control with our CEO and certain other holders of our Class B common stock; this will limit or preclude your ability to influence corporate matters.
    Our Class B common stock has ten votes per share and our Class A common stock has one vote per share.
  37. 문장 삭제Delaware 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.
    Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders.