META Form 4: Olivan RSU vesting, tax-withheld shares and planned sales

Rhea-AI Filing Summary

Javier Olivan, Chief Operating Officer of Meta Platforms, reported multiple share and restricted stock unit (RSU) transactions in mid-August 2025. On 08/15/2025 he had RSUs settle and received net share issuances (totaling 16,902 RSUs converted to Class A shares across several grants) while the issuer withheld 5,396 and 2,612 shares to satisfy tax withholding in connection with net settlement. He also sold 2,612 shares at $782.13 (withheld per explanation) and on 08/18/2025 sold 517 shares at $775 under a Rule 10b5-1 trading plan adopted August 17, 2024. Following these transactions, his reported beneficial ownership of Class A common stock includes direct and indirect holdings totaling approximately 130,000+ shares across personal entities and a family trust (examples: 90,493 shares held by a family trust; direct holdings of 10,221 and 13,645 reported after certain transactions). The filings show routine executive compensation vesting, tax-withholding settlements, and planned sales under a 10b5-1 plan rather than opportunistic market sales.

Positive

• RSU settlements increased reported ownership through multiple vested grants settled on 08/15/2025 (aggregate issued RSU shares disclosed)
• Transactions include issuer tax withholding for RSU net settlement rather than open-market forced sales
• Sale on 08/18/2025 executed under an established Rule 10b5-1 plan, indicating pre-planned trading intent

Negative

• Officer executed small open-market sales (2,612 shares at $782.13 and 517 shares at $775), which reduce direct holdings
• Significant portion of holdings held indirectly via family trust and LLCs, which can complicate immediate transparency of economic exposure

Insights

Financial Analyst

TL;DR: Mid-August RSU settlements increased Olivan's reported stake while small planned sales and tax withholding explain share reductions; overall routine, not material.

The Form 4 shows standard executive compensation mechanics: multiple RSU grants vested and settled on 08/15/2025, producing share issuances and corresponding tax-withholding by the issuer rather than open-market sales. Two small open-market sales (2,612 shares at $782.13 and 517 shares at $775) were executed, the latter under an existing Rule 10b5-1 plan. These volumes are small relative to institutional float and the company size, and the transactions reflect routine liquidity and tax settlement activity rather than a change in corporate outlook. No new debt, litigation, or other material events are disclosed.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance expectations: RSU vesting, issuer tax withholding, and 10b5-1-plan sales are properly reported.

The Form 4 provides clear provenance for each transaction: net settlements to satisfy tax obligations are explicitly identified, and the sale on 08/18/2025 is tied to a Rule 10b5-1 plan adopted 08/17/2024, which supports affirmative defense compliance. Beneficial ownership is broken out across direct, indirect, and trust holdings, with explanatory footnotes clarifying managerial roles for LLCs and the family trust. No indications of undisclosed related-party transfers or unusual timing are present in the filing.

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
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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^*

Olivan Javier

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		C		5,470	A	$0	10,221	D
Class A Common Stock	08/15/2025		S		2,612(1)	D	$782.13	7,609	D
Class A Common Stock	08/15/2025		M		6,791	A	$0	14,400	D
Class A Common Stock	08/15/2025		M		2,680	A	$0	17,080	D
Class A Common Stock	08/15/2025		M		1,961	A	$0	19,041	D
Class A Common Stock	08/15/2025		F		5,396(2)	D	$782.13	13,645	D
Class A Common Stock	08/18/2025		S(3)		517	D	$775	13,128	D
Class A Common Stock								8,622	I	By Olivan D LLC(4)
Class A Common Stock								2,999	I	By Olivan Reinhold D LLC(5)
Class A Common Stock								8,622	I	By Reinhold D LLC(6)
Class A Common Stock								90,493	I	By Olivan Reinhold Family Revocable Trust u/a/d 10/16/12(7)

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)	(8)	08/15/2025		C			5,470	(9)	(9)	Class A Common Stock	5,470	$0	10,941	D
Restricted Stock Units (RSU) (Class A)	(8)	08/15/2025		M			6,791	(10)	(10)	Class A Common Stock	6,791	$0	40,746	D
Restricted Stock Units (RSU) (Class A)	(8)	08/15/2025		M			2,680	(11)	(11)	Class A Common Stock	2,680	$0	26,794	D
Restricted Stock Units (RSU) (Class A)	(8)	08/15/2025		M			1,961	(12)	(12)	Class A Common Stock	1,961	$0	27,449	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 an open market sale.

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. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 17, 2024.

4. Shares held of record by the reporting person, manager of Olivan D LLC.

5. Shares held of record by the reporting person and his spouse, managers of Olivan Reinhold D LLC.

6. Shares held of record by the reporting person's spouse, manager of Reinhold D LLC.

7. Shares held of record by the reporting person and his spouse, Co-Trustees of the Olivan Reinhold Family Revocable Trust u/a/d 10/16/12.

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

9. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2022, subject to continued service through each vesting date.

10. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2023, subject to continued service through each vesting date.

11. The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2024, subject to continued service through each vesting date.

12. 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 Javier Olivan	08/19/2025
	** 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.
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FAQ

What transactions did META COO Javier Olivan report on Form 4?

He reported RSU settlements and share transactions on 08/15/2025 and a sale on 08/18/2025, including net share issuances, tax-withheld shares, and two sales (2,612 shares at $782.13 and 517 shares at $775).

Were the 08/18/2025 sales by Javier Olivan part of a 10b5-1 plan?

Yes. The Form 4 states the sale on 08/18/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted August 17, 2024.

Why were some shares withheld in the RSU settlements?

The issuer withheld shares to satisfy income tax withholding and remittance obligations in connection with net settlement of the RSUs, not as open-market sales, per the filing explanations.

How many shares does Olivan beneficially own after these transactions?

The filing reports multiple direct and indirect holdings, including specific balances after transactions (examples: 13,128 direct shares, 90,493 held by a family trust); aggregate beneficial ownership is shown across lines in the Form 4.

Do these Form 4 entries indicate material company-level events for META investors?

No material company-level events are reported; the transactions reflect routine compensation vesting, tax withholding, and planned insider sales.