Zuckerberg Form 4: CZI Disposes 15,847 META Shares Under 10b5-1 Plan

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

Securities Analyst

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.

Corporate Governance Expert

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.

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
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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)
08/07/2025

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	08/07/2025		C		15,847	A	$0	15,847	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		792	D	$760.7699(3)	15,055	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,760	D	$761.451(4)	13,295	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,063	D	$762.6056(5)	12,232	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,245	D	$763.6445(6)	10,987	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		750	D	$764.5873(7)	10,237	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		741	D	$766.0261(8)	9,496	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		974	D	$766.9363(9)	8,522	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		860	D	$767.9983(10)	7,662	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,175	D	$769.2438(11)	6,487	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		2,766	D	$770.2014(12)	3,721	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,244	D	$771.4852(13)	2,477	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,079	D	$772.0689(14)	1,398	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		1,085	D	$773.5419(15)	313	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/07/2025		S(2)		313	D	$774.3106(16)	0	I	By CZI Holdings, LLC(1)
Class A Common Stock								397,007	I	By Chan Zuckerberg Initiative Foundation(17)

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(18)	(18)	08/07/2025		C			15,847	(18)	(18)	Class A Common Stock	15,847	$0	159,664,898	I	By CZI Holdings, LLC(1)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(19)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(20)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(21)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(22)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(23)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	100		100	I	CZ Management, LLC(24)
Class B Common Stock(18)	(18)							(18)	(18)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(25)

Explanation of Responses:

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.

2. The sales reported were effected by CZI pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2025.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

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

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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	08/11/2025
	** 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.
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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.

At what prices were the META shares sold in the Form 4?

The filing reports weighted-average sales in multiple blocks with price ranges between $760.03 and $774.44 per share.

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.

Did the filing indicate conversions or derivative activity for META shares?

Yes. The Form 4 records a conversion of 15,847 Class B shares into Class A shares on 08/07/2025 and notes that Class B shares are convertible 1-for-1 into Class A.

How many META shares are held by the Chan Zuckerberg Initiative Foundation as reported?

The filing discloses 397,007 Class A shares held of record by the Chan Zuckerberg Initiative Foundation; the reporting person is deemed to have voting and investment power but no pecuniary interest in those shares.