Meta Platforms (NASDAQ: META) executive settles RSUs, covers taxes with withheld shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Meta Platforms, Inc. executive Dina H. Powell, President and Vice Chairman, reported routine equity compensation activity involving Restricted Stock Units (RSUs) tied to Class A Common Stock. On May 15, 2026, she exercised RSUs to acquire a total of 9,635 shares of Class A Common Stock through derivative exercises.

On the same date, 4,384 shares of Class A Common Stock valued at $618.43 per share were withheld by Meta to cover income tax obligations from the net settlement of these RSUs, which the filing specifies does not represent a market sale. Following these transactions, Powell continues to hold Meta shares directly, reflecting an exercise-and-hold pattern with tax withholding rather than open-market selling.

The RSUs represent a contingent right to receive one share of Class A Common Stock per unit and vest over time. One grant vests quarterly in 1/16th installments beginning on February 15, 2026, while another vests 1/12th on May 15, 2026 and then 1/16th quarterly, with final vesting on February 15, 2030, in each case subject to continued service.

Insider Trade Summary

9,635 shares exercised/converted

Mixed 5 txns

Insider Powell Dina H.

Role President and Vice Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU) (Class A)	2,024	$0.00	--
Exercise	Restricted Stock Units (RSU) (Class A)	7,611	$0.00	--
Exercise	Class A Common Stock	2,024	$0.00	--
Exercise	Class A Common Stock	7,611	$0.00	--
Tax Withholding	Class A Common Stock	4,384	$618.43	$2.71M

Holdings After Transaction: Restricted Stock Units (RSU) (Class A) — 28,340 shares (Direct, null); Class A Common Stock — 3,385 shares (Direct, null)

Footnotes (1)

Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on February 15, 2026, subject to continued service through each vesting date. The RSUs vest as to 1/12th of the total RSUs on May 15, 2026, and then 1/16th of the total RSUs vest quarterly thereafter, not to exceed 14 quarterly installments, with the final 2/48ths of the total RSUs vesting on February 15, 2030, subject to continued service through each vesting date.

Key Figures

RSU shares exercised: 9,635 shares Shares withheld for taxes: 4,384 shares Withholding share value: $618.43 per share +2 more

5 metrics

RSU shares exercised 9,635 shares Class A Common Stock acquired via derivative exercises on May 15, 2026

Shares withheld for taxes 4,384 shares Withheld by Meta to satisfy income tax obligations on RSU settlement

Withholding share value $618.43 per share Value used for 4,384 tax-withheld shares of Class A Common Stock

Exercise transactions 2 derivative exercises ExerciseCount for RSU-related derivative transactions in transaction summary

Tax withholding transactions 1 disposition Shares withheld to pay tax liability on May 15, 2026

Key Terms

Restricted Stock Units (RSU), net settlement, income tax withholding, derivative security, +1 more

5 terms

Restricted Stock Units (RSU) financial

"Represents the number of shares...in connection with the net settlement of the Restricted Stock Units ("RSUs")"

net settlement financial

"withheld by the Issuer to satisfy its income tax withholding...in connection with the net settlement of the RSUs"

income tax withholding financial

"withheld by the Issuer to satisfy its income tax withholding and remittance obligations"

derivative security financial

"transaction code description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 08:58 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Powell Dina H.

(Last)

(First)

(Middle)

C/O META PLATFORMS, INC.

1 META WAY

(Street)

MENLO PARK

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Meta Platforms, Inc. [ META ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Vice Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		M		2,024	A	$0	3,385	D
Class A Common Stock	05/15/2026		M		7,611	A	$0	10,996	D
Class A Common Stock	05/15/2026		F		4,384⁽¹⁾	D	$618.43	6,612	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU) (Class A)	⁽²⁾	05/15/2026		M			2,024	⁽³⁾	⁽³⁾	Class A Common Stock	2,024	$0	28,340	D
Restricted Stock Units (RSU) (Class A)	⁽²⁾	05/15/2026		M			7,611	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	7,611	$0	83,722	D

Explanation of Responses:

1. Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.

2. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

3. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on February 15, 2026, subject to continued service through each vesting date.

4. The RSUs vest as to 1/12th of the total RSUs on May 15, 2026, and then 1/16th of the total RSUs vest quarterly thereafter, not to exceed 14 quarterly installments, with the final 2/48ths of the total RSUs vesting on February 15, 2030, subject to continued service through each vesting date.

	/s/ Erin Guldiken, attorney-in-fact for Dina H. Powell	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Meta (META) executive Dina H. Powell report?

Dina H. Powell reported RSU-related transactions, exercising derivatives into 9,635 shares of Meta Class A Common Stock. In connection with this net settlement, 4,384 shares were withheld by Meta to satisfy tax obligations, which the filing clarifies does not constitute a market sale.

Did Dina H. Powell sell Meta (META) shares in the open market?

No, the filing states 4,384 shares were withheld by Meta to cover income tax obligations from RSU settlement and explicitly notes this does not represent a sale. These are administrative tax-withholding dispositions, not open-market selling activity by Powell.

How many Meta (META) shares did Dina H. Powell acquire through RSU exercises?

Powell acquired 9,635 shares of Meta Class A Common Stock through derivative exercises on May 15, 2026. These came from settling Restricted Stock Units that convert into one share of Class A Common Stock per unit upon vesting and settlement.

At what price were Meta (META) shares withheld for Dina H. Powell’s taxes?

The 4,384 Meta Class A shares withheld for Dina H. Powell’s tax obligations were valued at $618.43 per share. This value is used by Meta to satisfy income tax withholding and remittance requirements related to the RSU net settlement event.

How do Dina H. Powell’s Meta (META) RSUs vest over time?

One RSU grant vests quarterly in 1/16th increments starting February 15, 2026, subject to continued service. Another vests 1/12th on May 15, 2026, then 1/16th quarterly, with final vesting on February 15, 2030, also requiring continued service for each vesting date.

What does each RSU represent in Dina H. Powell’s Meta (META) award?

Each Restricted Stock Unit in Powell’s Meta compensation represents a contingent right to receive one share of Meta’s Class A Common Stock upon settlement. Actual share delivery occurs as units vest and settle over the specified schedule, assuming continued service to the company.