Meta (NASDAQ: META) CFO Susan Li logs RSU vesting and share sales

Rhea-AI Filing Summary

Meta Platforms Chief Financial Officer Susan J. Li reported a series of equity award transactions involving Class A Restricted Stock Units and common stock on February 15, 2026. Multiple RSU awards converted or were exercised at $0.00 per share, delivering shares to Li directly, to her spouse, and to a family trust.

Entities associated with Li, including a living trust where she and John Hegeman serve as co‑trustees, sold a total of 6,418 Class A shares in open‑market transactions at $639.77 per share, while additional shares were withheld by Meta to cover income tax obligations, which footnotes state were not open‑market sales.

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^*

LI SUSAN J

(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 Financial Officer

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		C		2,399	A	$0	71,287	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		C		1,888	A	$0	73,175	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		C		4,103	A	$0	77,278	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		S		3,932(1)	D	$639.77	73,346	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		6,791	A	$0	80,137	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		2,680	A	$0	82,817	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		1,782	A	$0	84,599	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		F		5,580(2)	D	$639.77	79,019	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		C		5,471	A	$0	84,490	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		S		2,486(3)	D	$639.77	82,004	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		6,791	A	$0	88,795	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		2,680	A	$0	91,475	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		M		1,782	A	$0	93,257	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock	02/15/2026		F		5,580(4)	D	$639.77	87,677	I	Susan Li and John Hegeman, Co-Trustees of The Li-Hegeman Living Trust u/t/a dated November 30, 2012
Class A Common Stock								56,571	I	Li-Hegeman Family Foundation(5)

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)	(6)	02/15/2026		C			2,399	(7)	(7)	Class A Common Stock	2,399	$0	16,796	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		C			1,888	(8)	(8)	Class A Common Stock	1,888	$0	20,770	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		C			4,103	(9)	(9)	Class A Common Stock	4,103	$0	0	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			6,791	(10)	(10)	Class A Common Stock	6,791	$0	27,164	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			2,680	(11)	(11)	Class A Common Stock	2,680	$0	21,435	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			1,782	(12)	(12)	Class A Common Stock	1,782	$0	21,389	D
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		C			5,471	(13)	(13)	Class A Common Stock	5,471	$0	0	I	By Spouse(14)
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			6,791	(15)	(15)	Class A Common Stock	6,791	$0	27,164	I	By Spouse(14)
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			2,680	(16)	(16)	Class A Common Stock	2,680	$0	21,435	I	By Spouse(14)
Restricted Stock Units (RSU) (Class A)	(6)	02/15/2026		M			1,782	(17)	(17)	Class A Common Stock	1,782	$0	21,389	I	By Spouse(14)

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 Reporting Person's 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 Reporting Person's RSUs and does not represent a sale.

3. 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 Reporting Person's spouse's RSUs and does not represent an open market sale.

4. 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 Reporting Person's spouse's RSUs and does not represent a sale.

5. Shares held of record by the Li-Hegeman Family Foundation (the "Foundation"). The reporting person is deemed to have voting and investment power over the shares held by the Foundation, but has no pecuniary interest in these shares.

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

7. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on February 15, 2023, subject to continued service through each vesting date.

8. The RSUs vest quarterly as to 1/20th of the total RSUs, beginning on February 15, 2024, subject to continued service through each vesting date.

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.

13. 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.

14. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported except to the extent of her pecuniary interest therein, if any.

15. 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.

16. 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.

17. 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 Susan J. Li	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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FAQ

What did Meta (META) CFO Susan Li report in this Form 4 filing?

Meta CFO Susan Li reported RSU conversions, derivative exercises, and related common stock transactions on February 15, 2026. The activity included share deliveries to her, her spouse, and a family trust, along with limited open‑market sales and shares withheld to cover tax obligations.

How many Meta (META) shares were sold by entities associated with Susan Li?

Entities associated with Susan Li reported selling 6,418 Meta Class A shares. These sales occurred through two open‑market transactions of 3,932 and 2,486 shares, executed from a living trust for which Li and John Hegeman serve as co‑trustees, at a price of $639.77 per share.

Were all share disposals in Susan Li’s Meta (META) Form 4 open‑market sales?

No, not all disposals were open‑market sales. Footnotes explain that certain F‑code transactions reflect shares withheld by Meta to satisfy income tax withholding and remittance obligations on RSU settlements, and these are explicitly described as not representing open‑market sales.

How do Susan Li’s Meta (META) RSUs convert into Class A common stock?

Each Restricted Stock Unit reported represents a contingent right to receive one share of Meta’s Class A common stock upon settlement. Footnotes state that these RSUs vest quarterly in equal installments over multi‑year schedules, subject to continued service through each vesting date.

What role does the Li-Hegeman Family Foundation play in Meta (META) holdings?

Shares are also held by the Li-Hegeman Family Foundation. Susan Li is deemed to have voting and investment power over these shares, but a footnote clarifies she has no pecuniary interest in them, meaning she does not personally benefit financially from changes in their value.

How did tax withholding affect Meta (META) shares in this Susan Li filing?

Some Meta shares were withheld to cover income tax obligations related to RSU net settlements. Footnotes specify that these withheld shares satisfied Meta’s tax withholding and remittance duties and are not characterized as open‑market sales or discretionary selling activity by Susan Li or her spouse.