Mark Zuckerberg Converts & Sells 15.8K META Shares; Float Slightly Up

Rhea-AI Filing Summary

Form 4 highlights

On 08/06/2025, Meta Platforms (META) Chairman & CEO Mark Zuckerberg converted 15,847 Class B shares into Class A at $0 cost and, through CZI Holdings, sold the entire lot the same day under a Rule 10b5-1 plan adopted 02/01/25. Twelve tranches were executed between $761.2843 and $773.45, yielding roughly $12.2 million in gross proceeds. CZI’s direct Class A position fell from 15,847 to 0.

Zuckerberg still controls the company via super-voting Class B shares and indirectly holds about 293 million of them (each convertible 1-for-1), so voting power remains essentially unchanged. The transaction marginally increases META’s public float but is immaterial to overall share count and capital structure.

The modest size relative to the CEO’s remaining stake (>99%) and the use of a pre-scheduled 10b5-1 plan limit negative signaling, yet continued insider selling can add incremental supply and may be monitored by investors.

Positive

• Pre-scheduled Rule 10b5-1 plan reduces information asymmetry and signals compliance with best-practice insider-trading safeguards.
• Minor increase in Class A float may slightly improve liquidity without diluting existing shareholders materially.

Negative

• CEO sold ~US$12 million of stock, which can be perceived as decreased confidence or create incremental selling pressure.
• Dual-class structure remains intact; the tiny conversion does little to address shareholder voting disparity.

Insights

Securities Analyst

TL;DR: Small, pre-planned insider sale; negligible structural impact, mildly negative optics.

The sale represents ~0.005% of Zuckerberg’s economic exposure and does not alter Meta’s dual-class control. Because it was executed under a 10b5-1 plan, informational asymmetry is low. Nevertheless, insider selling near all-time highs may feed sentiment that shares are fully valued. The float increase of 15.8k shares is immaterial to liquidity. Overall impact on valuation models or EPS is virtually nil.

Corporate Governance Expert

TL;DR: Governance neutral; reinforces dual-class dominance, slight float lift.

Conversion of super-voting Class B into Class A marginally reduces Zuckerberg’s voting leverage, but the scale (15.8k vs. ~293 M remaining) is inconsequential. The continued reliance on the dual-class structure means minority shareholders remain without meaningful influence. Filing transparency and adherence to 10b5-1 best practices are positives from a compliance standpoint.

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)
08/06/2025

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	08/06/2025		C		15,847	A	$0	15,847	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		680	D	$761.2843(3)	15,167	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		500	D	$762.2573(4)	14,667	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		781	D	$763.5127(5)	13,886	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		781	D	$764.3994(6)	13,105	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		1,090	D	$765.5161(7)	12,015	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		1,317	D	$766.6448(8)	10,698	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		1,047	D	$767.713(9)	9,651	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		1,240	D	$769.2164(10)	8,411	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		2,143	D	$770.2376(11)	6,268	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		3,656	D	$771.2749(12)	2,612	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		2,522	D	$772.0921(13)	90	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/06/2025		S(2)		90	D	$773.45	0	I	By CZI Holdings, LLC(1)
Class A Common Stock								397,007	I	By Chan Zuckerberg Initiative Foundation(14)

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(15)	(15)	08/06/2025		C			15,847	(15)	(15)	Class A Common Stock	15,847	$0	159,680,745	I	By CZI Holdings, LLC(1)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(16)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(17)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(18)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(19)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(20)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	100		100	I	CZ Management, LLC(21)
Class B Common Stock(15)	(15)							(15)	(15)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(22)

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 $760.80 to $761.57 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 $761.955 to $762.51 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 $763.05 to $763.915 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 $764.06 to $764.76 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 $765.125 to $765.95 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 $766.15 to $767.10 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 $767.40 to $768.05 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 $768.67 to $769.65 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 $769.675 to $770.66 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 $770.72 to $771.71 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 $771.75 to $772.72 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. 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.

15. 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.

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

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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	08/06/2025
	** 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

How many META shares did Mark Zuckerberg sell on 08/06/2025?

He sold 15,847 Class A shares after converting them from Class B.

What was the average sale price of Zuckerberg's META shares?

Sales occurred between $761.28 and $773.45 per share, roughly averaging $767.

Was the sale made under a 10b5-1 trading plan?

Yes, the trades were executed under a Rule 10b5-1 plan adopted on 02/01/2025.

Does this transaction change Zuckerberg's control of Meta Platforms?

No. He still indirectly holds about 293 million Class B shares, maintaining voting control.

How does the transaction affect META's public float?

The conversion and sale add 15,847 shares to the Class A float—an immaterial increase.