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Meta Board Member's Stock Sale Balanced by Long-term RSU Compensation

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Meta Platforms (META) Director Robert M. Kimmitt reported two significant transactions on June 16, 2025:

  • Disposed of 465 shares of Class A Common Stock at $699.27 per share through a pre-planned Rule 10b5-1 trading plan established on February 14, 2025. Following this sale, Kimmitt retains direct ownership of 9,807 shares.
  • Received a grant of 600 Restricted Stock Units (RSUs) that will fully vest on May 15, 2026, with special provisions for early vesting if the 2026 Annual Meeting occurs before that date and Kimmitt is not re-elected or does not stand for re-election.

The RSU settlement has been deferred under Meta's Deferred Compensation Plan for Non-Employee Directors. The transactions demonstrate ongoing board compensation practices and planned share disposition through a compliant trading plan.

Positive

  • Director received 600 new RSUs as part of standard board compensation, demonstrating continued alignment with shareholder interests

Negative

  • None.
Insider KIMMITT ROBERT M
Role Director
Sold 465 shs ($325K)
Type Security Shares Price Value
Grant/Award Restricted Stock Units (RSU) (Class A) 600 $0.00 --
Sale Class A Common Stock 465 $699.27 $325K
Holdings After Transaction: Restricted Stock Units (RSU) (Class A) — 600 shares (Direct); Class A Common Stock — 9,807 shares (Direct)
Footnotes (1)
  1. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025. Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement. The RSUs vest as to 100% of the total RSUs on May 15, 2026; provided, however, in the event that (i) the Issuer's 2026 Annual Meeting of Shareholders is held prior to May 15, 2026; and (ii) the reporting person does not stand for re-election at, or is not re-elected at, the 2026 Annual Meeting of Shareholders (but the reporting person continues to serve on the Board until the date of such meeting), then 100% of the total RSUs shall vest on the date of the 2026 Annual Meeting of Shareholders. The reporting person has deferred the settlement of the RSUs pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
KIMMITT ROBERT M
(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)
06/16/2025
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 06/16/2025 S(1) 465 D $699.27 9,807 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) (2) 06/16/2025 A 600 (3) (3) Class A Common Stock 600 $0 600 D
Explanation of Responses:
1. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.
3. The RSUs vest as to 100% of the total RSUs on May 15, 2026; provided, however, in the event that (i) the Issuer's 2026 Annual Meeting of Shareholders is held prior to May 15, 2026; and (ii) the reporting person does not stand for re-election at, or is not re-elected at, the 2026 Annual Meeting of Shareholders (but the reporting person continues to serve on the Board until the date of such meeting), then 100% of the total RSUs shall vest on the date of the 2026 Annual Meeting of Shareholders. The reporting person has deferred the settlement of the RSUs pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors.
/s/ Erin Guldiken, attorney-in-fact for Robert M. Kimmitt 06/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at META on June 16, 2025?

Director Robert M. Kimmitt sold 465 shares of META Class A Common Stock at a price of $699.27 per share, and received 600 Restricted Stock Units (RSUs). Following these transactions, Kimmitt directly owns 9,807 shares of META stock.

How many META RSUs were granted to Director Robert Kimmitt and when do they vest?

Kimmitt was granted 600 RSUs on June 16, 2025. These RSUs are scheduled to vest 100% on May 15, 2026, unless META's 2026 Annual Meeting occurs earlier and Kimmitt doesn't stand for re-election or isn't re-elected, in which case they vest on the meeting date.

Was META Director Kimmitt's stock sale part of a pre-planned trading arrangement?

Yes, the sale was executed pursuant to a Rule 10b5-1 trading plan that Kimmitt had established on February 14, 2025. This type of plan provides a defense against insider trading allegations by establishing the trade parameters in advance.

What is the settlement arrangement for META Director Kimmitt's new RSUs?

Kimmitt has chosen to defer the settlement of the RSUs through META's Deferred Compensation Plan for Non-Employee Directors. Each RSU represents a contingent right to receive 1 share of META's Class A Common Stock upon settlement.