Meta (NASDAQ: META) executive nets RSUs, 921 shares withheld for tax

Rhea-AI Filing Summary

Meta Platforms, Inc. executive Dina H. Powell reported the net settlement of Restricted Stock Units tied to Class A Common Stock. On February 15, 2026, 2,024 RSUs were exercised and converted into 2,024 shares of Class A Common Stock at a stated price of $0.0000 per share. To cover income tax withholding obligations, 921 Class A shares were withheld by Meta, which the filing specifies does not represent an open-market sale. The RSU award vests quarterly in 1/16 increments beginning February 15, 2026, contingent on continued service.

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^*

Powell Dina H.

(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)
	President and Vice Chairman

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		M		2,024	A	$0	2,282	D
Class A Common Stock	02/15/2026		F		921(1)	D	$639.77	1,361	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)	02/15/2026		M			2,024	(3)	(3)	Class A Common Stock	2,024	$0	30,364	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 quarterly as to 1/16th of the total RSUs, beginning on February 15, 2026, subject to continued service through each vesting date.

	/s/ Erin Guldiken, attorney-in-fact for Dina H. Powell	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did META executive Dina H. Powell report on this Form 4?

Dina H. Powell reported settling Restricted Stock Units into Meta Class A shares. She exercised 2,024 RSUs into 2,024 shares and had 921 shares withheld by Meta to satisfy income tax obligations associated with the vesting, rather than selling shares on the open market.

How many Meta (META) shares did Dina H. Powell acquire and dispose in this filing?

She acquired 2,024 Class A shares through the exercise and settlement of RSUs. Separately, 921 Class A shares were disposed of as a tax-withholding transaction, where Meta withheld shares to meet income tax remittance requirements, rather than executing a traditional sale into the market.

Does the tax-withholding transaction in Dina H. Powell’s META Form 4 represent a sale of shares?

The filing explicitly states the 921 withheld shares do not represent a sale. These shares were retained by Meta Platforms to satisfy income tax withholding and remittance obligations tied to the RSU net settlement, a common administrative mechanism instead of a discretionary market sale.

How do Dina H. Powell’s RSUs in META vest over time according to this disclosure?

Each RSU represents a right to receive one Meta Class A share upon settlement. The award vests quarterly in 1/16 installments, beginning on February 15, 2026, and each vesting is conditioned on Dina H. Powell’s continued service with the company through the applicable vesting dates.

What is the meaning of transaction code M on Dina H. Powell’s META Form 4?

Transaction code M reflects the exercise or conversion of a derivative security. In this case, 2,024 Restricted Stock Units were converted into an equal number of Meta Class A Common Stock shares as part of RSU settlement, rather than an open-market purchase of existing shares.

What does transaction code F indicate in this Meta (META) insider filing?

Transaction code F indicates a tax-withholding disposition rather than a discretionary sale. Here, 921 Meta Class A shares were withheld by the company to pay income taxes due on RSU settlement, allowing taxes to be paid in shares instead of separate cash payments.