Mark Zuckerberg’s 2.4k-Share META Sale Signals Routine Portfolio Move

Rhea-AI Filing Summary

Meta Platforms, Inc. (META) – Form 4 insider activity

On 07/02/2025, Chairman & CEO Mark Zuckerberg reported the sale of 2,361 Class A shares held by the Chan Zuckerberg Initiative Foundation under a Rule 10b5-1 trading plan adopted 02/01/2025. Sale prices were divided into six tranches ranging from $713.22 to $719.82 per share, generating roughly $1.7 million in total proceeds. Following the transactions, the Foundation’s Class A holdings were reduced to zero.

The filing also re-affirms Zuckerberg’s indirect control of approximately 342.6 million Class A equivalent shares through multiple LLCs and trusts via convertible Class B stock (1:1 conversion) — underscoring his continued voting control despite the modest sales.

Given the minimal size of the sale relative to Zuckerberg’s overall position and the use of a pre-arranged 10b5-1 plan, the transaction is viewed as routine and largely immaterial to META’s capital structure or near-term share supply.

Positive

• Sale executed under a pre-planned Rule 10b5-1 program, reducing concerns about opportunistic trading or material non-public information.
• Enhanced disclosure of Zuckerberg’s complex ownership structure provides clarity on voting control for investors.

Negative

• Insider selling activity—even if small—can be interpreted as a weak signal of insider confidence.
• Dual-class structure remains unchanged, leaving concentrated voting power and governance risk in place.

Insights

Securities Analyst

TL;DR: Routine 2.4k-share sale under 10b5-1; no material impact.

The reported disposal equals < 0.001% of Zuckerberg’s economic stake and was executed via a philanthropic foundation. 10b5-1 scheduling limits signaling risk. Meta’s dual-class structure remains intact with 342.6 million Class A-convertible B shares still under Zuckerberg’s control, preserving effective majority voting power. From a market-liquidity standpoint, proceeds of ~$1.7 million are negligible versus META’s $1 trillion+ market cap, so price impact should be de minimis.

Corporate Governance Expert

TL;DR: Insider sale transparency positive, but entrenched control persists.

Use of a compliant 10b5-1 plan and detailed footnotes enhance governance transparency. However, the filing highlights Zuckerberg’s enduring dominance: >340 million Class A-equivalents aggregated through eight LLCs/trusts. While philanthropic motives mitigate optics, investors seeking reduced founder control gain little comfort. Overall impact on governance risk profile is neutral.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Zuckerberg Mark

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COB and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		S(1)		408	D	$713.6164(2)	1,953	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	07/02/2025		S(1)		366	D	$714.817(4)	1,587	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	07/02/2025		S(1)		376	D	$715.9107(5)	1,211	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	07/02/2025		S(1)		304	D	$716.9145(6)	907	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	07/02/2025		S(1)		663	D	$718.1953(7)	244	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	07/02/2025		S(1)		244	D	$719.3989(8)	0	I	By Chan Zuckerberg Initiative Foundation(3)

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
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	160,156,987		160,156,987	I	By CZI Holdings, LLC(10)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(11)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(12)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(13)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(14)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(15)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	100		100	I	CZ Management, LLC(16)
Class B Common Stock(9)	(9)							(9)	(9)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(17)

Explanation of Responses:

1. The sales reported were effected by the Chan Zuckerberg Initiative Foundation ("CZI Foundation") pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $713.215 to $713.98 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.

3. Shares held of record by CZI Foundation. The reporting person is deemed to have voting and investment power over the shares held by CZI Foundation, but has no pecuniary interest in these shares.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $714.30 to $715.23 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $715.53 to $716.44 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $716.54 to $717.37 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 $717.60 to $718.58 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 $719.05 to $719.82 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 Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares and has no expiration date.

10. Shares held of record by CZI Holdings, LLC ("CZI"). Mark Zuckerberg, Trustee of the Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust"), is the sole member of CZI. The reporting person is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.

11. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

12. Shares held of record by Chan Zuckerberg Holdings, LLC ("CZ Holdings"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings.

13. Shares held of record by CZI Holdings I, LLC ("CZI I"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZI I.

14. Shares held of record by Chan Zuckerberg Holdings II, LLC ("CZ Holdings II"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings II.

15. Shares held of record by Chan Zuckerberg Holdings III, LLC ("CZ Holdings III"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings III.

16. Shares held of record by CZ Management, LLC ("CZ Management"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Management.

17. Shares held of record by Chan Zuckerberg Holdings IV, LLC ("CZ Holdings IV"), which is beneficially owned by the reporting person. The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings IV.

	/s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg	07/02/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many META shares did Mark Zuckerberg sell on 07/02/2025?

He sold 2,361 Class A shares through six trades executed by the Chan Zuckerberg Initiative Foundation.

At what prices were the META shares sold?

Weighted average prices ranged from $713.22 to $719.82 per share.

Was the insider sale part of a 10b5-1 trading plan?

Yes. The Foundation’s sales were made under a Rule 10b5-1 plan adopted on 02/01/2025.

How many META shares does Zuckerberg still control after the sale?

He indirectly controls about 342.6 million Class A-equivalent shares via Class B stock held through trusts and LLCs.

Does this filing affect Meta Platforms’ dual-class share structure?

No. The sale is immaterial to the structure; Zuckerberg retains effective majority voting power.