Meta CFO Reports RSU Settlements, 10b5-1 and Open-Market Sales in Aug 2025

Rhea-AI Filing Summary

Susan J. Li, Chief Financial Officer of Meta Platforms, Inc. (META), reported multiple transactions dated August 15 and August 18, 2025. On August 15 Ms. Li (indirectly through the Li-Hegeman Living Trust and spouse) received numerous restricted stock unit (RSU) settlements that increased beneficial holdings, while certain shares were withheld to satisfy tax withholding. The filings also show sales executed under a Rule 10b5-1 trading plan and additional open-market sales on August 18 at weighted-average prices ranging roughly from $758.56 to $774.55 per share. After the reported transactions, Ms. Li's combined indirect holdings in Class A common stock are shown at various line balances, with the filing indicating 22,988 shares held by the Li-Hegeman Family Foundation over which she has voting and investment power but no pecuniary interest.

Positive

• Use of a Rule 10b5-1 trading plan for sales adopted February 12, 2025, which provides a pre-arranged framework for disposals and helps mitigate concerns about opportunistic insider trading
• Detailed disclosure of RSU vesting schedules and tax-withholding with footnotes explaining net settlements, improving transparency
• Clear separation of indirect holdings and Foundation-held shares with statement that the reporting person has voting and investment power but no pecuniary interest in Foundation shares

Negative

• Multiple share dispositions on August 15 and August 18, 2025, reduced reported beneficial holdings, which could be viewed as increased insider liquidity
• Significant withholding of vested RSUs for tax purposes reduced net shares received by the reporting person

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting and planned sales under a 10b5-1 plan; transactions appear administrative rather than company-performance driven.

The Form 4 shows multiple RSU settlements for the CFO on August 15, 2025, increasing reported beneficial and derivative holdings while a number of shares were withheld to satisfy tax obligations. Several share disposals were executed pursuant to a pre-existing Rule 10b5-1 plan adopted February 12, 2025, and additional sales on August 18 were executed at weighted-average prices disclosed in footnotes. From an investor-impact perspective these are typical insider liquidity events and compensation-related settlements rather than signals of material change in company operations or financial condition.

Corporate Governance Expert

TL;DR: Disclosure is complete and follows required schedules; use of 10b5-1 plan and tax-withholding withholdings are properly explained.

The filing identifies the reporting person, relationship to the issuer (CFO), and provides itemized non-derivative and derivative transactions with transaction codes and ownership forms. Explanatory footnotes clarify that certain dispositions were net settlements for tax withholding and that sales were effected under a Rule 10b5-1 plan, indicating compliance with Section 16 reporting requirements. The split between indirect holdings via trust and Foundation holdings is disclosed along with a disclaimer of pecuniary interest for the Foundation shares.

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

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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).

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^*

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)
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		2,399	A	$0	86,540	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	08/15/2025		C		1,889	A	$0	88,429	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	08/15/2025		C		4,103	A	$0	92,532	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	08/15/2025		S		4,162(1)	D	$782.13	88,370	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	08/15/2025		M		6,791	A	$0	95,161	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	08/15/2025		M		2,680	A	$0	97,841	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	08/15/2025		M		1,782	A	$0	99,623	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	08/15/2025		F		5,580(2)	D	$782.13	94,043	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	08/15/2025		C		5,470	A	$0	99,513	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	08/15/2025		S		2,713(3)	D	$782.13	96,800	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	08/15/2025		M		6,791	A	$0	103,591	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	08/15/2025		M		2,680	A	$0	106,271	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	08/15/2025		M		1,782	A	$0	108,053	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	08/15/2025		F		5,580(4)	D	$782.13	102,473	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	08/18/2025		S(5)		1,701	D	$759.1526(6)	100,772	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	08/18/2025		S(5)		2,207	D	$760.0467(7)	98,565	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	08/18/2025		S(5)		1,278	D	$761.1409(8)	97,287	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	08/18/2025		S(5)		1,967	D	$762.5416(9)	95,320	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	08/18/2025		S(5)		2,857	D	$763.9431(10)	92,463	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	08/18/2025		S(5)		922	D	$765.0762(11)	91,541	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	08/18/2025		S(5)		2,681	D	$765.8109(12)	88,860	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	08/18/2025		S(5)		1,039	D	$766.8551(13)	87,821	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	08/18/2025		S(5)		100	D	$767.85	87,721	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	08/18/2025		S(5)		539	D	$769.9062(14)	87,182	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	08/18/2025		S(5)		1,729	D	$771.0611(15)	85,453	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	08/18/2025		S(5)		605	D	$772.1699(16)	84,848	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	08/18/2025		S(5)		707	D	$774.0388(17)	84,141	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								22,988	I	Li-Hegeman Family Foundation(18)

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)	(19)	08/15/2025		C			2,399	(20)	(20)	Class A Common Stock	2,399	$0	21,595	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		C			1,889	(21)	(21)	Class A Common Stock	1,889	$0	24,546	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		C			4,103	(22)	(22)	Class A Common Stock	4,103	$0	8,206	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			6,791	(23)	(23)	Class A Common Stock	6,791	$0	40,746	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			2,680	(24)	(24)	Class A Common Stock	2,680	$0	26,794	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			1,782	(25)	(25)	Class A Common Stock	1,782	$0	24,954	D
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		C			5,470	(26)	(26)	Class A Common Stock	5,470	$0	10,941	I	By Spouse(27)
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			6,791	(28)	(28)	Class A Common Stock	6,791	$0	40,746	I	By Spouse(27)
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			2,680	(29)	(29)	Class A Common Stock	2,680	$0	26,794	I	By Spouse(27)
Restricted Stock Units (RSU) (Class A)	(19)	08/15/2025		M			1,782	(30)	(30)	Class A Common Stock	1,782	$0	24,954	I	By Spouse(27)

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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 12, 2025.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $758.56 to $759.52 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $759.64 to $760.62 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $760.875 to $761.77 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $762.14 to $763.06 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $763.43 to $764.39 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $764.44 to $765.41 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $765.52 to $766.50 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.525 to $767.215 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $769.59 to $770.46 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $770.71 to $771.47 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $772.00 to $772.47 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $773.805 to $774.55 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. 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.

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

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

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

28. 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.

29. 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.

30. 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	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 CFO Susan J. Li report on Form 4?

The Form 4 reports RSU settlements on August 15, 2025, tax-withholding net settlements, and multiple share sales including dispositions under a Rule 10b5-1 plan and open-market sales on August 18, 2025.

Were any sales executed under a 10b5-1 plan for META (META)?

Yes. The filing states certain sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 12, 2025.

What price ranges are disclosed for the August 18, 2025 sales?

Footnotes disclose weighted-average prices and ranges for the August 18 sales, with per-share prices reported across ranges roughly from $758.56 up to $774.55 per share depending on the lot.

How many shares does the Li-Hegeman Family Foundation hold according to the filing?

The filing reports 22,988 shares of Class A common stock held of record by the Li-Hegeman Family Foundation, over which the reporting person has voting and investment power but no pecuniary interest.

Did the filing disclose why some shares were withheld?

Yes. Footnotes state that certain shares were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with RSU net settlements.