Meta approves stock recapitalization

Item 1.01. Entry into a Material Definitive Agreement.

On October 19, 2026, the board of directors (the "Board") of Meta Platforms, Inc. (the "Company" or "Meta") approved and declared advisable¹, based on the unanimous recommendation of a special committee consisting of disinterested and independent directors established to review such transaction, and recommended to the Company's shareholders, the amendment and restatement of the Company's certificate of incorporation (as so amended and restated, the "Restated Charter")¹ to, among other things, adjust the Company's capital structure by establishing a new class of non-voting Class C common stock, par value $0.000006 (the "Recapitalization")², which was subsequently approved by the requisite shareholders by written consent on October 20, 2026³. The Company expects to file the Restated Charter with the Secretary of State of the State of Delaware on or about October 21, 2026 with an effective date of January 19, 2027.⁴

Also on October 19, 2026, in connection with the Recapitalization, the Board declared a one-time stock dividend of one share of the Company's non-voting Class C common stock for each share of the Company's outstanding Class A common stock and Class B common stock (the "Stock Dividend"), contingent upon the effectiveness of the Restated Charter⁵, with the record date and payment date for the Stock Dividend to be established by the Board by subsequent action; under the Founder Alignment Agreement described below, the payment date will be no later than the fifth business day following the effectiveness of the Restated Charter.

In connection with the Recapitalization and the Stock Dividend, on October 20, 2026, the Company and Mark Zuckerberg, the Company's founder, Chairman, and Chief Executive Officer, entered into a Founder Alignment Agreement⁶ (the "Founder Alignment Agreement"), which limits the ability of Mr. Zuckerberg and certain of his permitted transferees (together with Mr. Zuckerberg, the "Holder Group") to sell shares of Class C common stock without a corresponding reduction in Mr. Zuckerberg's voting power, by conditioning sales of such shares on compliance with the Stapling Condition (as described below).

Mr. Zuckerberg generally cannot obtain liquidity in a significant majority of the non-voting Class C common stock that he will receive in the Stock Dividend without a corresponding reduction in his voting power. Pursuant to the Founder Alignment Agreement, 20% of the shares of Class C common stock to be issued to the Holder Group in the Stock Dividend will be freely saleable and the other 80% of the shares of Class C common stock will be subject to sale and transfer restrictions⁷ (any shares of Class C common stock subject to such sale and transfer restrictions, the "Stapled Class C Shares"). The Holder Group generally may only sell Stapled Class C Shares if, for each such Stapled Class C Share sold, the Holder Group, no later than two business days after the settlement of such sale, sells one share of Class A common stock or Class B common stock, or converts one share of Class B common stock into a share of Class A common stock, or a combination thereof, or applies Stapling Credits (as defined below) (the "Stapling Condition")⁸. However, if immediately prior to such sale the number of Stapled Class C Shares then held by the Holder Group exceeds the sum of the shares of Class A common stock and Class B common stock then held by the Holder Group plus its unapplied Stapling Credits (including as a result of the payment of Additional Dividends (as defined below)) (the "Unstapling Capacity"), the number of shares of Class A common stock or Class B common stock that the Holder Group must sell, or the number of shares of Class B common stock that the Holder Group must convert into shares of Class A common stock, or any combination thereof, will be proportionately reduced (rounded up to the nearest whole share) by multiplying it by a fraction equal to the Unstapling Capacity divided by the number of Stapled Class C Shares then held, which fraction shall not be greater than one (1) (the "Unstapling Ratio"). In addition, following the payment of the Stock Dividend, the Holder Group accrues credit for each sale of Class A common stock or Class B common stock, or conversion of Class B common stock into Class A common stock, that is not made in connection with a sale of Stapled Class C Shares (each such credit, as equitably adjusted for stock splits, reverse stock splits, combinations, reclassifications or similar events, a "Stapling Credit") that may be applied to future sales of Stapled Class C Shares, at a rate equal to the Unstapling Ratio per Stapled Class C Share sold, such that such sales of Stapled Class C Shares are deemed to be in compliance with the Stapling Condition. Stapling Credits do not expire and may be accrued and applied in fractional amounts. At the time the Holder Group no longer holds any shares of Class B common stock, all Stapled Class C Shares then held by the Holder Group will be deemed released from the Stapling Condition and no shares held or acquired thereafter will be subject to the Stapling Condition.

If a member of the Holder Group sells Stapled Class C Shares in violation of the Stapling Condition, the Holder Group will be deemed to have irrevocably converted a number of its shares of Class B common stock into Class A common stock equal to the number of Stapled Class C Shares so sold multiplied by the Unstapling Ratio (rounded up to the nearest whole share). The Founder Alignment Agreement provides that, in the case of an inadvertent error with respect to a sale or transfer of Stapled Class C Shares, the Holder Group will have five trading days after the earlier of the Company notifying Mr. Zuckerberg, or Mr. Zuckerberg notifying the Company, of such sale to cure the violation and avoid the automatic conversion of shares of Class B common stock by selling or converting the number of shares of Class A

Item 2.02 Results of Operations and Financial Condition.

On October 21, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2026.^{9 9}A copy of the press release is furnished as Exhibit 99.1⁹ to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Meta is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

Meta uses the investor.atmeta.com and meta.com/news websites as well as Mark Zuckerberg's Facebook profile (facebook.com/zuck), Instagram account (instagram.com/zuck) and Threads profile (threads.net/zuck) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 8.01 Other Events.

As described above, also on October 19, 2026, the Board declared the Stock Dividend, contingent upon the effectiveness of the Restated Charter, with the record date and payment date for the Stock Dividend to be established by the Board by subsequent action.

For more information on the non-voting Class C common stock, please refer to the Company's Preliminary Information Statement on Schedule 14C¹⁰ to be filed with the Securities and Exchange Commission on or about the date hereof.