META: Material agreement · Financial results · Other company developments

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 advisable, 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”) 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”), which was subsequently approved by the requisite shareholders by written consent on October 20, 2026. 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. 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 Charter, 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