Equity compensation
Meta (Facebook) restricted stock units: the RSU vesting schedule and the facts
Meta pays a large share of compensation in restricted stock units, and it pays them on one of the most regular schedules in the industry: a slice every quarter, on fixed dates, for four years. That regularity is convenient, but it also means a mid-level employee has sixteen or more taxable events a year across several grants, each one under-withheld at the federal default rate. This page sets out the schedule from Meta's own filings, shows how new-hire and refresher grants overlap, and explains what happens for tax and what to do with the shares.
What a Meta RSU is
An RSU is a promise to deliver one share of Meta Class A common stock on a future date if you are still employed. Grants are now made under the 2025 Equity Incentive Plan, which Meta's 2025 Form 10-K describes as effective May 28, 2025 and the successor to the 2012 plan; awards made under the 2012 plan keep their original terms. The 10-K also states the headline rule: "in general, our RSUs vest over a service period of four years."
Until a unit vests you have no shares, no vote and no tax. Meta's RSU award agreement, filed as an exhibit to its SEC reports, puts it directly: until shares are issued the participant "shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares," and unvested units are forfeited on departure. Meta began paying a quarterly cash dividend in 2024; whether your unvested units accrue dividend equivalents depends on the terms of your particular grant, so check the agreement rather than assuming.
The vesting schedule and the vest dates
Standard Meta RSU grants vest in sixteen equal quarterly installments over four years, 6.25% per quarter. The dates are fixed: the 15th of February, May, August and November. Both facts come from Meta's own filings. The 2026 proxy statement says RSU awards "vest quarterly over four years," and insider reports for Meta's executives, for example the February 2026 Form 4 for CFO Susan Li, describe grants that "vest quarterly as to 1/16th of the total RSUs, beginning on May 15" of the grant year, with vest transactions dated February 15 and November 15. When the 15th falls on a weekend or holiday, the shares are reported to settle on the next trading day.
| Vest date | Share of grant | On a $200,000 grant (grant-date value) | Cumulative |
|---|---|---|---|
| Each of Feb 15, May 15, Aug 15, Nov 15 in year 1 | 6.25% each (25% for the year) | $12,500 each | 25% |
| Same four dates in year 2 | 6.25% each | $12,500 each | 50% |
| Same four dates in year 3 | 6.25% each | $12,500 each | 75% |
| Same four dates in year 4 | 6.25% each | $12,500 each | 100% |
Two variations appear in the filings. Some executive grants vest over five years at one-twentieth per quarter, and some director grants have a first installment before the quarterly run begins. Your grant notice states your own schedule and your first vest date; new hires typically begin vesting on a scheduled quarterly date set out in the notice rather than on a work anniversary. The RSU vesting schedule calculator has a Meta preset that lays out every date for a grant of any size.
The even quarterly shape is the opposite of Amazon's back-loaded schedule and different again from Google's front-loaded one: Meta pays the same dollar amount of grant-date value each quarter, so there is no cliff in either direction from the new-hire grant alone.
How new-hire grants and refreshers stack
Meta's proxy describes a "company-wide equity refresher program" under which additional RSUs are granted each year, and notes that the price used to convert refresher dollars into units for 2025 awards was "the same price that was used for 2025 refresher awards to all other employees," tied to the closing price around the fourth-quarter earnings release. Refreshers are sized by level and performance and vest on the same quarterly schedule, so each one starts its own four-year run.
The result is a ladder. In your first year you vest from one grant. In year two, two grants vest on each of the four dates. By year three or four, three or four grants are vesting on each date, and the tail of your new-hire grant ends just as a new refresher begins. Because every grant was priced on a different date, your quarterly income is the sum of several unit counts multiplied by one current price. Keep a simple table of each grant, its unit count, its first vest date and its remaining installments; it is the only way to know what is actually coming on the next 15th. The same table is the input for the rest of your Meta financial planning, from the 401(k) after-tax contribution to the tax reserve.
What happens on a vest date for tax
Vesting is wages
On each vest date the fair market value of the shares delivered is ordinary income, reported on your W-2 and taxed at your regular federal and state rates plus Medicare (and Social Security until you pass the wage base). Four vests a year per grant means four W-2 events per grant. For the general rules, see the RSU taxes guide.
How Meta withholds
Meta uses net share settlement. The insider filings describe shares "withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement" of RSUs, and note that this "does not represent an open market sale." The award agreement authorises Meta to collect the tax by withholding shares, by withholding from sale proceeds, by payroll deduction or by cash payment, at the company's discretion. In practice you receive fewer shares than vested and Meta remits cash to the tax authorities; the effect on you is the same as a sell-to-cover.
The rate is the catch. RSU vests are supplemental wages, so IRS Publication 15 (2026) applies a flat 22% federal withholding, and the mandatory 37% rate applies only once supplemental wages pass $1 million in the calendar year. An employee vesting $175,000 a year is in the 32% or 35% bracket, so each quarterly vest is short by 10 to 13 points federally before state tax. Across a year that is a $17,000 to $23,000 federal gap that arrives as an April bill with potential underpayment penalties. The RSU tax calculator estimates it; quarterly estimated payments or extra W-4 withholding close it. Employees whose supplemental wages do cross $1 million see the withholding jump to 37% mid-year, which can briefly over-withhold.
Cost basis
Your basis in each lot is the vest-date value that went on your W-2. Broker tax forms for RSU shares frequently show a zero or missing basis; using it would tax the same income twice. Keep each quarter's vest confirmation.
The stock plan administrator and settlement
Meta's RSU award agreement names its stock plan provider: "The Company currently uses Charles Schwab & Co., Inc. as its service provider for the Plan," describing Schwab as "the designated broker for the Plan." Your vested shares are delivered to a Schwab equity award account, and the agreement provides for settlement "within 30 days following the applicable date of vesting," though in practice shares typically appear within a few business days of the 15th. You can transfer shares to another broker after settlement; many employees keep a sell-at-vest instruction in place at Schwab so the shares never sit as a decision waiting to be made.
Sell at vest, or hold
Selling on the vest date adds almost no tax, because the sale price and the cost basis are nearly identical. Holding turns later movement into capital gain or loss, short-term within a year and long-term after. Lower long-term rates only help if the stock rises; they are not a reason in themselves to hold.
The concentration argument is stronger. Your salary, bonus, unvested RSUs and future refreshers all depend on Meta. Holding vested shares adds more of the same exposure. A quarterly schedule makes this creep up quietly: four small vests a year feel like nothing, and after three years you can find a third of your net worth in a single stock without ever deciding to buy it. The test is simple: if Meta had paid this vest in cash, would you buy META with it today? If not, sell and diversify. If yes, hold a deliberate amount with a ceiling, commonly 10% to 15% of investable assets in any single company. Employees designated as insiders or subject to Meta's trading windows should check the insider trading policy; a standing sell-at-vest election is usually the cleanest way to stay compliant. For how this fits with the 401(k), HSA and leave benefits, see our Meta employee benefits guide.
Common mistakes
- Treating the grant as this year's income. A four-year grant pays 25% a year; a $200,000 grant is $50,000 a year, not $200,000.
- Trusting the 22% withholding. Most Meta employees with meaningful equity owe more. Reserve the gap every quarter.
- Reporting a zero cost basis. The vest-date value was already taxed as wages. Use it.
- Losing track of overlapping grants. By year three you may be vesting from four grants on each date. Keep the ledger.
- Holding by inertia. Quarterly vests accumulate into concentration unless each one is a decision.
- Resigning the week before a vest date. Unvested units are forfeited on departure. If a vest is days away, the timing of a resignation is worth real money.
Bottom line. Meta RSUs vest 6.25% a quarter for four years on the 15th of February, May, August and November, administered through Charles Schwab, with refreshers stacking on the same dates. Every vest is wages at the vest-date price, Meta withholds shares at the 22% federal default, and the shortfall against your real bracket is yours to pay. Sell-or-hold is a concentration decision, not a tax one.
Your grant notice, the award agreement and the Meta 2025 Equity Incentive Plan define your own dates and installments, and the plan administrator can change. Withholding rules are in IRS Publication 15 for 2026. Verify both in the official stock plan portal and the IRS source before acting.