Songhurst Charles 4

What Happened

• Charles Songhurst, a director of Meta Platforms, had 110 restricted stock units (RSUs) convert to 110 shares on Feb 15, 2026. The RSUs converted at $0.00 (no exercise price), and the issuer withheld 22 of the shares to cover income tax withholding (22 shares × $639.77 = $14,075). Net shares received by Songhurst were 88 shares.
• The filing shows a conversion/exercise of the derivative (code M) for 110 RSUs and a withholding (code F) of 22 shares for taxes. The withholding is reported as a disposition for tax remittance, not an open-market sale.

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-18 (filing submitted 3 days after the transaction date).
• Conversion/exercise: 110 RSUs → 110 shares at $0.00 per share (code M).
• Tax withholding: 22 shares withheld at $639.77 per share, total value $14,075 (code F). These withheld shares were used to satisfy tax obligations and do not represent a sale (footnote F2).
• Net shares received: 110 − 22 = 88 shares added to his holdings.
• Shares owned after transaction: not specified in the filing.
• Relevant footnotes: F1–F4 explain these were RSUs converting to Class A common stock, each RSU equals 1 share, vested quarterly (1/16th per quarter beginning May 15, 2025), and withheld shares were for tax remittance.

Context

• This was an RSU settlement (an award vesting), not a market purchase or an unrelated sale. Because shares were withheld to cover taxes (a common net-settlement), the reported disposition does not necessarily indicate a bearish signal.
• Transaction codes: M = exercise/conversion of a derivative (here, RSU settlement); F = tax withholding/remittance.