Meta CEO reports internal gift of Class B shares
Meta Platforms, Inc. chair and CEO Mark Zuckerberg reported updates to his indirect ownership of Meta shares held through various Chan Zuckerberg entities.
Rhea-AI Filing Summary
Meta Platforms, Inc. chair and CEO Mark Zuckerberg reported updates to his indirect ownership of Meta shares held through various Chan Zuckerberg entities. The Form 4 shows a bona fide gift transaction involving Chan Zuckerberg Holdings II LLC, covering 17,326,046 shares of Class B Common Stock.
Footnotes explain this reflects a transfer of interests in Chan Zuckerberg Holdings II LLC for no consideration and as a change in form of beneficial ownership exempt under Rule 16a-13. Zuckerberg is deemed to have sole voting and investment power over the securities held by these related entities, and the Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis with no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary
17,326,046 shares gifted
Gift
13 txns
Insider
Zuckerberg Mark
Role
COB and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock | 8,663,023 | $0.00 | $0.00 |
| Gift | Class B Common Stock | 8,663,023 | $0.00 | $0.00 |
| 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 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 — 17,326,046 contracts (Indirect, By Chan Zuckerberg Holdings II LLC);
Class B Common Stock — 100,710,957 contracts (Indirect, By CZI Holdings, LLC);
Class B Common Stock — 3,388,097 contracts (Indirect, By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006);
Class B Common Stock — 17,061,801 contracts (Indirect, By Chan Zuckerberg Holdings, LLC);
Class B Common Stock — 12,000,000 contracts (Indirect, By CZI Holdings I, LLC);
Class B Common Stock — 50,000,000 contracts (Indirect, By Chan Zuckerberg Holdings III, LLC);
Class B Common Stock — 100 contracts (Indirect, CZ Management, LLC);
Class B Common Stock — 50,000,000 contracts (Indirect, By Chan Zuckerberg Holdings IV, LLC);
Class B Common Stock — 50,000,000 contracts (Indirect, By Chan Zuckerberg Holdings V, LLC);
Class B Common Stock — 40,000,000 contracts (Indirect, By Chan Zuckerberg Holdings VI, LLC);
Class B Common Stock — 10,000,000 contracts (Indirect, By Chan Zuckerberg Holdings A LLC);
Class A Common Stock — 639,347 shares (Indirect, By Chan Zuckerberg Biohub, Inc.)
Footnotes (15)
- F1. Shares held of record by Chan Zuckerberg Biohub, Inc. ("CZ Biohub"). The reporting person is deemed to have sole voting and investment power over the shares held by CZ Biohub, but has no pecuniary interest in these shares.
- F2. 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.
- F3. Represents a transfer of interests in Chan Zuckerberg Holdings II, LLC ("CZ Holdings II"). Following such transfer, the reporting person continues to be deemed to have sole voting and investment power over the securities held by CZ Holdings II.
- F4. Reflects a change in form of beneficial ownership since the last filing for no consideration in a transfer exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
- F5. Shares held of record by 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.
- F6. 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.
- F7. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.
- F8. 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.
- F9. 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.
- F10. 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.
- F11. 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.
- F12. 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.
- F13. Shares held of record by Chan Zuckerberg Holdings V, LLC ("CZ Holdings V"), 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 V.
- F14. Shares held of record by Chan Zuckerberg Holdings VI, LLC ("CZ Holdings VI"), 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 VI.
- F15. Shares held of record by Chan Zuckerberg Holdings A LLC ("CZ Holdings A"), 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 A.
Key Figures
Gifted Class B shares: 17,326,046 shares
Single gift leg: 8,663,023 shares
CZI Holdings LLC position: 100,710,957 shares
+5 more
8 metrics
Gifted Class B shares
17,326,046 shares
Bona fide gift via Chan Zuckerberg Holdings II LLC
Single gift leg
8,663,023 shares
Each of two reported G-code transactions
CZI Holdings LLC position
100,710,957 shares
Class B Common Stock held indirectly
Chan Zuckerberg Holdings A LLC
10,000,000 shares
Class B Common Stock held indirectly
Chan Zuckerberg Holdings V LLC
50,000,000 shares
Class B Common Stock held indirectly
Chan Zuckerberg Biohub, Inc.
639,347 shares
Class A Common Stock held indirectly, no pecuniary interest
Mark Zuckerberg Trust holding
3,388,097 shares
Class B Common Stock held via 2006 Trust
Conversion ratio
1-for-1
Class B Common Stock into Class A Common Stock
Key Terms
bona fide gift, beneficially owned, sole voting and investment power, Rule 16a-13, +2 more
6 terms
bona fide gift regulatory
"Represents a transfer of interests in Chan Zuckerberg Holdings II, LLC ("CZ Holdings II"). Following such transfer, the reporting person continues to be deemed to have sole voting and investment power over the securities held by CZ Holdings II."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
beneficially owned financial
"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."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting and investment power financial
"The reporting person is deemed to have sole voting and investment power over the securities held by CZ Holdings."
Rule 16a-13 regulatory
"Reflects a change in form of beneficial ownership since the last filing for no consideration in a transfer exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended."
Section 16 regulatory
"Reflects a change in form of beneficial ownership since the last filing for no consideration in a transfer exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
convertible financial
"The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did META CEO Mark Zuckerberg report in this Form 4?
Mark Zuckerberg reported a bona fide gift transaction involving Chan Zuckerberg Holdings II LLC, covering 17,326,046 shares of Class B Common Stock. The filing also updates indirect holdings across multiple Chan Zuckerberg entities that hold Meta shares on his behalf.
How are Mark Zuckerberg’s Meta holdings structured according to this Form 4?
The filing shows Meta shares held indirectly through multiple entities, including Chan Zuckerberg Biohub, CZI Holdings, several Chan Zuckerberg Holdings LLCs, and the Mark Zuckerberg Trust. Zuckerberg is deemed to have sole voting and investment power over securities held by these entities.
What regulatory exemption is referenced in META’s insider gift transactions?
The filing notes that the change in form of beneficial ownership occurred for no consideration in a transfer exempt from Section 16 under Rule 16a-13. This indicates the transaction is treated as an internal restructuring rather than a traditional purchase or sale in the market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
