SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 6.1% Passive Stake in Meta Platforms Inc.
Beneficial Ownership Statement
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have filed an amended Schedule 13G, disclosing a passive beneficial ownership of 6.1% of Meta Platforms Inc.'s Class A Common Stock as of December 29, 2023.
Summary
- FMR LLC and Abigail P. Johnson collectively beneficially own 134,555,687.03 shares of Meta Platforms Inc.'s Class A Common Stock.
- This ownership represents 6.1% of the total outstanding Class A Common Stock of Meta Platforms Inc.
- The filing is an Amendment No. 5 to a Schedule 13G, indicating an update to a previously reported passive stake.
- FMR LLC holds sole voting power over 128,222,257.02 shares and sole dispositive power over 134,555,687.03 shares.
- Abigail P. Johnson holds sole dispositive power over 134,555,687.03 shares, reflecting her position as Chairman and CEO of FMR LLC and a member of the controlling Johnson family group.
- The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Meta Platforms Inc.
Sentiment
Score: 5
Explanation: The document is a routine beneficial ownership disclosure (Schedule 13G Amendment), which is factual and does not inherently convey positive or negative sentiment regarding the issuer's performance or prospects. It simply updates the public record on a significant passive stake.
Positives
- A major institutional investor like FMR LLC holding a significant 6.1% stake in Meta Platforms Inc. can be viewed as a vote of confidence in the company's long-term prospects.
- The passive nature of the investment, as certified by FMR LLC, suggests that the firm is not seeking to influence management or control, which can provide stability.
Risks
- The filing explicitly states that the securities were not acquired or held for the purpose of changing or influencing the control of Meta Platforms Inc., mitigating risks associated with activist investor involvement.
- The beneficial ownership is held by a parent holding company (FMR LLC) and its affiliates, meaning the investment decisions are centralized within this group.
Future Outlook
N/A
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."
Industry Context
N/A
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Governance Structure Disclosure (FMR LLC) | The document highlights the internal corporate governance of FMR LLC, noting that members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares (49% voting power) and have a shareholders' voting agreement, which may deem them to form a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | N/A | This pertains to FMR LLC's internal governance and control structure, not Meta Platforms Inc.'s. It clarifies the ultimate control of the reporting entity. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional holder's passive stake, which can be a positive signal of long-term investment interest.
- Management: Reassures management that this large stake is passive and not intended to influence control.
Next Steps
- FMR LLC and Abigail P. Johnson will continue to file amendments to Schedule 13G if their beneficial ownership percentage changes significantly (e.g., by more than 1% of the class).
Key Dates
| Date | Description |
|---|---|
| January 3, 2023 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of FMR LLC. |
| January 10, 2023 | Date of previous Schedule 13G filing by FMR LLC (accession number -23-000003) where Power of Attorney was incorporated. |
| January 26, 2023 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of Abigail P. Johnson. |
| January 31, 2023 | Date of previous Schedule 13G filing by FMR LLC (accession number -23-000038) where Abigail P. Johnson's Power of Attorney was incorporated. |
| 12/29/2023 | Date of event which requires filing of this statement (beneficial ownership calculation date). |
| 04/04/2025 | Signature date for the current Schedule 13G filing. |
Keywords
Meta Platforms, FMR LLC, Abigail P. Johnson, Schedule 13G, beneficial ownership, institutional investor, Class A Common Stock, passive investment, SEC filing
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