STOCK TITAN

Meta (NASDAQ: META) officer Powell settles RSUs, withholds shares for tax

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Meta Platforms, Inc. (META) reported that officer Dina H. Powell had Restricted Stock Units (RSUs) settle into Class A Common Stock on August 15, 2026. RSUs covering 2,024 and 5,708 shares were converted into an aggregate 7,732 shares of Class A Common Stock. Of these, 3,518 shares at $589.85 per share were withheld by Meta to satisfy income tax withholding and remittance obligations in connection with the net settlement of the RSUs and are expressly described as not representing a sale. Footnotes state that one RSU award vests quarterly as to 1/16 of the total beginning February 15, 2026, and another vests 1/12 on May 15, 2026, then 1/16 quarterly thereafter, with final installments scheduled through February 15, 2030, in each case subject to continued service.

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Insider Powell Dina H.
Role President and Vice Chairman
Type Security Shares Price Value
Exercise Restricted Stock Units (RSU) (Class A) F2, F3 2,024 $0.00 $0.00
Exercise Restricted Stock Units (RSU) (Class A) F2, F4 5,708 $0.00 $0.00
Exercise Class A Common Stock 2,024 $0.00 $0.00
Exercise Class A Common Stock 5,708 $0.00 $0.00
Tax Withholding Class A Common Stock F1 3,518 $589.85 $2.08M
Holdings After Transaction: Restricted Stock Units (RSU) (Class A) — 104,330 shares (Direct); Class A Common Stock — 10,826 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.
  3. F3. 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. F4. 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.
RSUs settled (award 1) 2,024 shares Restricted Stock Units (Class A) settled into Class A Common Stock on August 15, 2026
RSUs settled (award 2) 5,708 shares Restricted Stock Units (Class A) settled into Class A Common Stock on August 15, 2026
Total RSUs exercised/converted 7,732 shares Exercise or conversion of derivative securities (RSUs) into Class A Common Stock
Shares withheld for taxes 3,518 shares Class A shares withheld to satisfy income tax withholding and remittance obligations
Tax withholding reference price $589.85 per share Price per share used for shares withheld to satisfy tax obligations
Quarterly vesting fraction (first RSU award) 1/16 per quarter Vesting of RSUs beginning February 15, 2026, subject to continued service
Initial vesting fraction (second RSU award) 1/12 on May 15, 2026 First vesting installment of second RSU award, subject to continued service
Restricted Stock Units (RSUs) financial
"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")"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
net settlement financial
"withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units"
contingent right financial
"Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement"
vesting financial
"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"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
income tax withholding and remittance obligations financial
"withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement"

FAQ

What insider equity transactions did META officer Dina H. Powell report on August 15, 2026?

Dina H. Powell reported RSU settlements into 7,732 shares of Meta Class A Common Stock, from RSU awards covering 2,024 and 5,708 shares. These were recorded as exercises or conversions of derivative securities into common stock.

How many META shares were withheld for taxes in Dina H. Powell’s Form 4 filing?

Meta withheld 3,518 shares of Class A Common Stock at $589.85 per share to satisfy income tax withholding and remittance obligations related to RSU net settlement. The filing specifies that this withholding does not represent a sale of shares.

What is the vesting schedule for Dina H. Powell’s 2,024-share META RSU award?

For the 2,024-share RSU award, the filing states that the RSUs vest quarterly as to 1/16 of the total, beginning on February 15, 2026, subject to continued service through each vesting date, leading to full vesting over 16 quarterly installments.

What vesting terms apply to Dina H. Powell’s 5,708-share META RSU award?

For the 5,708-share RSU award, the filing notes vesting of 1/12 on May 15, 2026, then 1/16 quarterly for up to 14 installments, with the final 2/48ths vesting on February 15, 2030, all subject to continued service.

Does Dina H. Powell’s META Form 4 indicate any open-market stock sales or purchases?

The Form 4 reports no open-market purchases or sales. It shows RSU exercises or conversions into 7,732 shares and the withholding of 3,518 shares for tax obligations, which the filing specifies does not represent a sale.

How does each RSU in Dina H. Powell’s META awards convert into stock?

Footnotes clarify that each RSU represents a contingent right to receive 1 share of Meta’s Class A Common Stock upon settlement. Thus, the 2,024 and 5,708 RSUs correspond directly to equal numbers of Class A shares when vested and settled.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and Vice Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/15/2026M2,024A$08,636D
Class A Common Stock08/15/2026M5,708A$014,344D
Class A Common Stock08/15/2026F3,518(1)D$589.8510,826D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU) (Class A)(2)08/15/2026M2,024 (3) (3)Class A Common Stock2,024$026,316D
Restricted Stock Units (RSU) (Class A)(2)08/15/2026M5,708 (4) (4)Class A Common Stock5,708$078,014D
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. Powell08/18/2026
** Signature of Reporting PersonDate
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)