Meta (NASDAQ: META) CLO Mahoney settles RSUs with tax withholding, retains 3,197 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Meta Platforms, Inc. Chief Legal Officer Curtis J. Mahoney reported routine equity compensation activity involving restricted stock units (RSUs). On May 15, 2026, RSUs covering 6,342 shares of Class A Common Stock were converted into shares, increasing his direct equity exposure.

Of these, 3,145 shares were withheld by Meta to satisfy income tax obligations in a net share settlement, which the footnotes state does not represent a sale. After the withholding, Mahoney directly holds 3,197 shares of Class A Common Stock and 69,769 RSUs that remain outstanding.

The RSUs vest over time: 1/12 of the total vests on May 15, 2026, then 1/16 vests quarterly for up to 14 installments, with the final 2/48 vesting on February 15, 2030, subject to continued service. This filing reflects compensation and tax mechanics rather than open-market trading.

Insider Trade Summary

6,342 shares exercised/converted

Mixed 3 txns

Insider Mahoney Curtis J.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU) (Class A)	6,342	$0.00	--
Exercise	Class A Common Stock	6,342	$0.00	--
Tax Withholding	Class A Common Stock	3,145	$618.43	$1.94M

Holdings After Transaction: Restricted Stock Units (RSU) (Class A) — 69,769 shares (Direct, null); Class A Common Stock — 6,342 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 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

RSUs converted: 6,342 shares Shares withheld for taxes: 3,145 shares Shares held after transaction: 3,197 shares +4 more

7 metrics

RSUs converted 6,342 shares RSUs converted into Class A Common Stock on May 15, 2026

Shares withheld for taxes 3,145 shares Withheld by issuer to satisfy income tax obligations on RSU settlement

Shares held after transaction 3,197 shares Direct Meta Class A Common Stock holdings following tax withholding

RSUs outstanding 69,769 RSUs Restricted Stock Units remaining after conversion transaction

Form 4 tax-withholding price $618.43 per share Price per share used for tax-withholding entry on 3,145 shares

Initial vesting date May 15, 2026 1/12 of total RSUs vest on this date, subject to continued service

Final vesting date February 15, 2030 Final 2/48 of total RSUs scheduled to vest by this date

Key Terms

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

5 terms

Restricted Stock Units (RSU) financial

"Restricted Stock Units ("RSUs") and does not represent a sale."

net settlement financial

"obligations in connection with the net settlement of the Restricted Stock Units"

income tax withholding financial

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

vest financial

"The RSUs vest as to 1/12th of the total RSUs on May 15, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

contingent right financial

"Each RSU represents a contingent right to receive 1 share"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 08:53 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^*

Mahoney Curtis J.

(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)
	Chief Legal Officer

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		6,342	A	$0	6,342	D
Class A Common Stock	05/15/2026		F		3,145⁽¹⁾	D	$618.43	3,197	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			6,342	⁽³⁾	⁽³⁾	Class A Common Stock	6,342	$0	69,769	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 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 Curtis J. Mahoney	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 Chief Legal Officer Curtis Mahoney report?

Curtis Mahoney reported RSU-related transactions, not open-market trades. 6,342 RSUs converted into Class A shares, with 3,145 shares withheld for taxes and 3,197 shares retained directly. These moves reflect equity compensation mechanics rather than discretionary buying or selling.

Did Curtis Mahoney sell META stock in the reported Form 4 filing?

The filing states there was no sale. 3,145 shares were withheld by Meta to cover income tax obligations from RSU settlement, which the footnote clarifies does not represent a sale. This is standard for net share settlement of restricted stock units.

How many META shares and RSUs does Curtis Mahoney hold after this transaction?

Following the reported activity, Curtis Mahoney directly holds 3,197 shares of Meta Class A Common Stock and 69,769 RSUs. The RSUs represent additional potential shares, each giving a contingent right to receive one share upon future vesting and settlement, subject to continued service.

What was the size of the RSU conversion reported for META’s Chief Legal Officer?

The Form 4 shows 6,342 restricted stock units converting into an equal number of Meta Class A Common shares. Each RSU corresponds to one share upon settlement, so the transaction increased equity exposure before the company withheld a portion to satisfy income tax liabilities.

How do Curtis Mahoney’s META RSUs vest over time?

The RSUs vest gradually. One-twelfth of the total vests on May 15, 2026, then one-sixteenth vests quarterly for up to 14 quarters, and the final two-forty-eighths vest on February 15, 2030. All vesting is conditioned on continued service through each vesting date.

What does the tax withholding transaction mean for META insider activity?

The tax withholding transaction is mechanical, not a market sale. Meta withheld 3,145 shares to meet income tax obligations arising from RSU settlement. This reduces administrative cash payments while slightly lowering net shares issued, and does not signal discretionary trading by the insider.