Zuckerberg Form 4: CZI Disposes 15,847 META Shares Under 10b5-1 Plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mark Zuckerberg filed a Form 4 reporting transactions dated 08/07/2025 involving shares held indirectly by CZI Holdings, LLC. CZI sold a total of 15,847 Class A shares under a Rule 10b5-1 trading plan adopted on 02/01/2025, with reported weighted-average prices in sequential blocks ranging from $760.03 to $774.44 per share. The sales reduced CZI's reported direct Class A holding from 15,847 to 0. The filing also records a conversion of 15,847 Class B shares into Class A equivalents and discloses an indirect holding of 397,007 Class A shares by the Chan Zuckerberg Initiative Foundation, over which the reporting person is deemed to have voting and investment power but no pecuniary interest. The report was signed by an attorney-in-fact for the reporting person on 08/11/2025.
Positive
- Transactions executed under a Rule 10b5-1 plan, indicating pre-arranged sales rather than discretionary insider trades
- Clear disclosure of indirect holdings and distinction between voting power and pecuniary interest for Foundation shares
Negative
- CZI Holdings sold all reported direct Class A shares (total 15,847 shares) on 08/07/2025, reducing its reported direct holding to 0
- Sales occurred at weighted-average prices reported in blocks ranging from $760.03 to $774.44 per share
Insights
TL;DR: Pre-arranged insider sales totaling 15,847 shares executed under a 10b5-1 plan; disclosure is routine and the reported volume is limited.
The Form 4 shows that CZI Holdings sold 15,847 Class A shares on 08/07/2025 under a Rule 10b5-1 plan, with weighted-average price blocks reported between $760.03 and $774.44 per share. The sales fully liquidated the reported CZI direct Class A position of 15,847 shares. The filing also documents a contemporaneous conversion of 15,847 Class B into Class A and lists other indirect holdings, including 397,007 shares held by the CZI Foundation over which the reporting person has voting power but no pecuniary interest. For investors, these are disclosed insider transactions executed under a pre-established plan rather than ad hoc dispositions.
TL;DR: Transparent reporting of indirect holdings and use of a 10b5-1 plan; voting power and pecuniary interest are clearly separated for Foundation shares.
The filing clarifies that CZI Holdings, whose sole member is the 2006 Trust for which the reporting person is sole trustee, executed sales pursuant to a February 1, 2025 10b5-1 plan. The document distinguishes between voting/investment power and economic interest for shares held by the Chan Zuckerberg Initiative Foundation, explicitly stating no pecuniary interest. The Form 4 includes derivative/conversion detail (Class B to Class A, 1-for-1 conversion), offering stakeholders clear attribution of control versus economic ownership across related entities.
Insider Trade Summary
Net Seller: 15,847 shares ($12,161,292)
Net Sell
24 txns
Insider
Zuckerberg Mark
Role
COB and CEO
Sold
15,847 shs ($12.16M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 15,847 | $0.00 | -- |
| Conversion | Class A Common Stock | 15,847 | $0.00 | -- |
| Sale | Class A Common Stock | 792 | $760.7699 | $603K |
| Sale | Class A Common Stock | 1,760 | $761.451 | $1.34M |
| Sale | Class A Common Stock | 1,063 | $762.6056 | $811K |
| Sale | Class A Common Stock | 1,245 | $763.6445 | $951K |
| Sale | Class A Common Stock | 750 | $764.5873 | $573K |
| Sale | Class A Common Stock | 741 | $766.0261 | $568K |
| Sale | Class A Common Stock | 974 | $766.9363 | $747K |
| Sale | Class A Common Stock | 860 | $767.9983 | $660K |
| Sale | Class A Common Stock | 1,175 | $769.2438 | $904K |
| Sale | Class A Common Stock | 2,766 | $770.2014 | $2.13M |
| Sale | Class A Common Stock | 1,244 | $771.4852 | $960K |
| Sale | Class A Common Stock | 1,079 | $772.0689 | $833K |
| Sale | Class A Common Stock | 1,085 | $773.5419 | $839K |
| Sale | Class A Common Stock | 313 | $774.3106 | $242K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 159,664,898 shares (Indirect, By CZI Holdings, LLC);
Class A Common Stock — 15,847 shares (Indirect, By CZI Holdings, LLC)
Footnotes (1)
- 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. The sales reported were effected by CZI pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $760.03 to $761.01 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $761.05 to $761.785 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $762.09 to $763.04 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $763.17 to $764.155 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $764.275 to $765.12 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $765.45 to $766.425 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.475 to $767.41 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $767.545 to $768.505 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $768.65 to $769.64 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $769.705 to $770.70 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $770.74 to $771.67 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $771.78 to $772.35 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $773.135 to $774.13 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $774.17 to $774.44 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. Shares held of record by the Chan Zuckerberg Initiative Foundation ("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. 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. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. 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. 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. 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. 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. 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. 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.
FAQ
What transactions did Mark Zuckerberg report on Form 4 for META?
The Form 4 reports that CZI Holdings sold a total of 15,847 Class A shares on 08/07/2025, executed under a Rule 10b5-1 trading plan.
Who is the reporting person on the META Form 4?
The reporting person is Mark Zuckerberg (listed as Director, CEO and 10% owner). The Form 4 was signed by Erin Guldiken, attorney-in-fact, on 08/11/2025.