Meta (NASDAQ: META) director nets RSU shares after tax withholding

Rhea-AI Filing Summary

Meta Platforms, Inc. director Charles Songhurst reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He exercised or converted 110 Class A RSU derivatives at $0.0000 per unit, receiving 110 shares of Class A Common Stock.

To cover income tax obligations on this RSU settlement, 22 Class A shares were withheld by Meta at a value of $639.7700 per share, which the footnotes state does not represent a market sale. After these transactions, Songhurst directly owned 663 Class A shares and 1,314 RSUs that continue to vest quarterly in 1/16 increments beginning on May 15, 2025, subject to continued service.

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

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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^*

Songhurst Charles

(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	685	D
Class A Common Stock	02/15/2026		F		22(2)	D	$639.77	663	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 Charles Songhurst	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Meta (META) director Charles Songhurst report?

Charles Songhurst reported settling 110 Meta RSUs into 110 Class A shares and a related tax-withholding disposition of 22 shares. These transactions reflect routine equity compensation mechanics rather than open-market buying or selling activity.

Were any of Charles Songhurst’s Meta (META) transactions open-market stock sales?

No, the filing specifies that 22 Meta Class A shares were withheld to satisfy income tax obligations from RSU settlement and “does not represent a sale.” This means there was no open-market sell order executed by Songhurst.

How many Meta (META) shares does Charles Songhurst own after these Form 4 transactions?

After the reported transactions, Charles Songhurst directly owned 663 Meta Class A Common shares. He also held 1,314 restricted stock units, which are derivative awards that may convert into additional shares as they vest over time.

What were the terms of the Meta (META) RSUs reported by Charles Songhurst?

Each Meta RSU represents a contingent right to receive one Class A share upon settlement. The RSUs vest quarterly in 1/16 increments starting on May 15, 2025, conditioned on Songhurst’s continued service through each vesting date.

At what price were Meta (META) shares withheld for taxes in Songhurst’s Form 4?

Meta withheld 22 Class A shares at a value of $639.7700 per share to satisfy income tax obligations tied to the RSU settlement. The filing clarifies this withholding is for remittance and is not treated as an open-market sale.