Meta director Elkann settles RSUs, tax shares withheld

Meta Platforms director John Elkann reported routine equity compensation activity.

Rhea-AI Filing Summary

Meta Platforms director John Elkann reported routine equity compensation activity. On settlement of previously granted Restricted Stock Units, he acquired 110 shares of Class A common stock at $0.00 per share through a derivative exercise/conversion.

Following these transactions, he directly owned 711 shares of Class A common stock and 1,314 RSUs. Footnotes state that 10 shares of Class A common stock were withheld by Meta to cover income tax obligations related to the RSU settlement, and this withholding is explicitly described as not a sale. Each RSU represents a right to receive one share and vests quarterly in equal sixteenth installments beginning May 15, 2025, subject to continued service.

Insider Trade Summary

110 shares exercised/converted

Exercise 3 txns

Insider Elkann John

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU) (Class A)	110	$0.00	$0.00
Exercise	Class A Common Stock	110	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	10	$639.77	$6K

Holdings After Transaction: Restricted Stock Units (RSU) (Class A) — 1,314 contracts (Direct); Class A Common Stock — 711 shares (Direct)

Footnotes (4)

1. F1. Represents the number of shares that were acquired in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.
2. F2. 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 RSUs and does not represent a sale.
3. F3. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.
4. F4. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2025, subject to continued service through each vesting date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Meta (META) director John Elkann report in this Form 4?

John Elkann reported settlement of Restricted Stock Units into 110 Meta Class A shares. After this derivative exercise, he directly held 711 Class A shares and 1,314 RSUs, reflecting routine equity compensation activity rather than an open-market purchase or sale.

How many Meta Class A shares does John Elkann hold after the reported transactions?

After the reported transactions, John Elkann directly holds 711 shares of Meta Class A common stock. He also holds 1,314 Restricted Stock Units, each representing a contingent right to receive one additional Class A share upon future settlement, subject to the vesting schedule.

Were any of John Elkann’s Meta share dispositions open-market sales?

No, the only disposition involved 10 Meta Class A shares withheld to cover income tax obligations. The filing’s footnote explicitly states this withholding in connection with RSU settlement does not represent a sale, distinguishing it from an open-market transaction by the director.

What is the vesting schedule for John Elkann’s Meta RSUs mentioned in the filing?

The RSUs vest quarterly in equal 1/16 installments, beginning May 15, 2025. Vesting is conditioned on continued service through each applicable vesting date, meaning Elkann must remain in his role for the units to convert into Meta Class A shares over time.

What does each Meta RSU reported by John Elkann represent?

Each Restricted Stock Unit reported represents a contingent right to receive one share of Meta Class A common stock. The units convert into actual shares only upon settlement, which occurs according to the specified vesting schedule and continued service conditions described in the footnotes.

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

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Accepted by SEC EDGAR 02/18/2026 - 06:43 PM Learn about SEC filing dates

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^*

Elkann John

(Last) (First) (Middle)

C/O META PLATFORMS, INC.

1 META WAY

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2026		M		110(1)	A	$0	721	D
Class A Common Stock	02/15/2026		F		10(2)	D	$639.77	711	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU) (Class A)	(3)	02/15/2026		M			110	(4)	(4)	Class A Common Stock	110	$0	1,314	D

Explanation of Responses:

1. Represents the number of shares that were acquired in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.

2. 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 RSUs and does not represent a sale.

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

4. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2025, subject to continued service through each vesting date.

	/s/ Erin Guldiken, attorney-in-fact for John Elkann	02/18/2026
	** 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.
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