Zuckerberg-linked CZI executes 10b5-1 sales of 1,037 META Class A shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mark Zuckerberg filed a Form 4 reporting transactions in Meta Platforms, Inc. (META) dated 08/13/2025. The filing shows Class A shares held of record by CZI Holdings, LLC were sold in multiple transactions under a Rule 10b5-1 trading plan adopted on February 1, 2025, with weighted average prices reported in footnotes ranging from about $779.87 to $792.70 across lots. The itemized sales total 1,037 Class A shares, reducing CZI Holdings' reported Class A balance from 1,037 to 0.
The filing also discloses substantial indirect ownership across related entities and trusts: the Chan Zuckerberg Initiative Foundation holds 397,007 Class A shares, and multiple entities and trusts are listed as indirect holders of Class B shares convertible into Class A. The form is signed by an attorney-in-fact and includes detailed footnotes explaining voting and investment power and the conversion right of Class B into Class A.
Positive
- Sales were executed under a Rule 10b5-1 trading plan, adopted February 1, 2025, which documents pre-authorized dispositions and reduces questions about insider timing.
- Filing discloses detailed ownership structure and voting power, including clarification that the reporting person is deemed to have voting and investment power over shares held by related entities and trusts.
- Chan Zuckerberg Initiative Foundation's balance of 397,007 Class A shares is expressly reported, with a statement that the reporting person has voting and investment power but no pecuniary interest in those shares.
Negative
- CZI Holdings, LLC disposed of all 1,037 reported Class A shares on 08/13/2025, reducing that specific holding to zero.
- Multiple individual sales span a price range (approximately $779.87 to $792.70), requiring footnote-level detail to identify per-trade prices.
Insights
TL;DR: Routine, planned disposals by a Zuckerberg-controlled entity executed under a 10b5-1 plan; large indirect holdings remain intact.
The Form 4 documents controlled, sequential sales of 1,037 Class A shares by CZI Holdings on 08/13/2025 under a Rule 10b5-1 plan adopted on February 1, 2025. Reported weighted-average prices across footnotes range approximately from $779.87 to $792.70. While the disposed volume is small relative to the reporting person’s total economic and voting exposure, the filing confirms the continued concentration of voting power via multiple related entities and trusts, and clarifies that certain shares held by the Chan Zuckerberg Initiative Foundation are not pecuniary interests of the reporting person.
TL;DR: Disclosure is thorough: sales executed pursuant to a pre-established plan and footnotes clarify voting and economic relationships.
The Form 4 includes standard explanatory footnotes confirming that the reporting person is deemed to have voting and investment power over securities held by related entities and trusts, and that some foundation-held shares are not pecuniary interests. The use of a 10b5-1 plan and the attorney-in-fact signature are consistent with governance best practices for pre-planned disposals. This filing enhances transparency about how Class A and convertible Class B holdings are allocated among affiliated vehicles.
Insider Trade Summary
Net Seller: 1,037 shares ($814,230)
Net Sell
22 txns
Insider
Zuckerberg Mark
Role
COB and CEO
Sold
1,037 shs ($814K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 1,037 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,037 | $0.00 | -- |
| Sale | Class A Common Stock | 26 | $778.57 | $20K |
| Sale | Class A Common Stock | 96 | $780.3123 | $75K |
| Sale | Class A Common Stock | 126 | $781.2609 | $98K |
| Sale | Class A Common Stock | 52 | $782.465 | $41K |
| Sale | Class A Common Stock | 158 | $783.6042 | $124K |
| Sale | Class A Common Stock | 182 | $784.7771 | $143K |
| Sale | Class A Common Stock | 27 | $786.1367 | $21K |
| Sale | Class A Common Stock | 104 | $787.6375 | $82K |
| Sale | Class A Common Stock | 106 | $788.8375 | $84K |
| Sale | Class A Common Stock | 80 | $790.196 | $63K |
| Sale | Class A Common Stock | 52 | $791.41 | $41K |
| Sale | Class A Common Stock | 28 | $792.35 | $22K |
| 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 — 159,616,320 shares (Indirect, By CZI Holdings, LLC);
Class A Common Stock — 1,037 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 $779.87 to $780.50 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 $780.90 to $781.58 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $782.00 to $782.93 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 $783.20 to $784.17 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 $784.40 to $785.35 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 $785.79 to $786.15 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 $787.22 to $787.97 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 $788.45 to $789.43 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 $789.98 to $790.30 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 $790.98 to $791.84 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 $792.00 to $792.70 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 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 did Mark Zuckerberg report in the META Form 4 on 08/13/2025?
The filing reports that CZI Holdings, LLC sold 1,037 Class A shares on 08/13/2025 under a Rule 10b5-1 plan; detailed weighted-average prices are provided in footnotes.
Were the sales part of a pre-established trading plan for META (META)?
Yes. The sales were effected by CZI pursuant to a Rule 10b5-1 trading plan adopted February 1, 2025, as disclosed in the form.
How much Class A stock does the Chan Zuckerberg Initiative Foundation hold according to the filing?
The Form 4 reports the Chan Zuckerberg Initiative Foundation holds 397,007 Class A shares, and the reporting person is deemed to have voting and investment power but no pecuniary interest in those shares.
Did Mark Zuckerberg directly sign the Form 4 for META?
The form is signed by /s/ Erin Guldiken, attorney-in-fact for Mark Zuckerberg dated 08/13/2025.