Mark Zuckerberg’s Aug 1 Insider Activity: Sales, Conversion & Gift

Rhea-AI Filing Summary

Form 4 shows Mark Zuckerberg executed several transactions in Meta Platforms (META) on 1-Aug-2025.

• Conversion: 412,854 Class B shares held through CZI Holdings, LLC were converted 1-for-1 into Class A stock; no cash involved.
• Gift: 397,007 Class A shares were transferred from CZI Holdings to the Chan Zuckerberg Initiative Foundation; Zuckerberg retains voting control but no pecuniary interest.
• Open-market sales: CZI Holdings sold 15,847 Class A shares under a 10b5-1 plan at $750.00–$764.40, generating roughly US$12 million. Remaining CZI-held Class A shares after the sales: 0.
• Post-transaction ownership: Zuckerberg continues to control large blocks via multiple entities, including 159.7 million Class A shares underlying Class B stock held by CZI Holdings and over 132 million additional Class A equivalents held through various Chan Zuckerberg entities and trusts.

No changes to Meta’s capital structure occurred; transactions represent routine philanthropic transfers and a small (<0.01% of Zuckerberg’s economic stake) programmed sale.

Insights

Equity Analyst

TL;DR: Small programmed sale; bulk of holdings unchanged—neutral signal for META.

The reported 15.8 k-share sale equals < ~US$12 m and <0.001% of Meta’s 2.6 bn diluted shares, therefore immaterial to float or insider-ownership trends. The 412.9 k share Class B→A conversion is bookkeeping: voting power stays with Zuckerberg. The 397 k-share charitable gift removes pecuniary interest without affecting control. Overall, no indication of shifting sentiment or liquidity pressure. Impact on valuation, float or governance is negligible.

Corporate Governance Specialist

TL;DR: Control structure intact; philanthropic gift highlights continued stewardship.

Zuckerberg retains majority voting power through multi-layered LLCs and the 2006 Trust. The filing reaffirms dual-class mechanics: Class B shares remain fully convertible with no expiry. Charitable transfers align with prior public commitments and have no governance downside. Sales executed under a pre-arranged 10b5-1 plan limit concerns over information asymmetry. From a governance risk lens, today’s disclosure is routine and not impactful.

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)
08/01/2025

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	08/01/2025		C		412,854	A	$0	412,854	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		G		397,007	D	$0	15,847	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		G		397,007	A	$0	397,007	I	By Chan Zuckerberg Initiative Foundation(2)
Class A Common Stock	08/01/2025		S(3)		6,454	D	$750.3653(4)	9,393	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		335	D	$751.2719(5)	9,058	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		1,570	D	$752.8866(6)	7,488	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		2,571	D	$754.0501(7)	4,917	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		1,540	D	$755.2022(8)	3,377	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		527	D	$756.2335(9)	2,850	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		1,244	D	$757.5672(10)	1,606	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		880	D	$758.5182(11)	726	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		290	D	$759.6086(12)	436	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		100	D	$760.96(13)	336	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		100	D	$762.4	236	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/01/2025		S(3)		236	D	$764.1373(14)	0	I	By CZI Holdings, LLC(1)

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)	08/01/2025		C			412,854	(15)	(15)	Class A Common Stock	412,854	$0	159,728,286	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. 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.

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

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $750.00 to $750.96 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 $751.01 to $751.41 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $752.475 to $753.46 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 $753.56 to $754.54 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 $754.645 to $755.63 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 $755.70 to $756.62 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 $757.115 to $758.02 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 $758.19 to $759.095 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 $759.35 to $759.74 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 $760.80 to $761.60 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 $763.78 to $764.40 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 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	08/04/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Meta (META) shares did Mark Zuckerberg sell on 1-Aug-2025?

CZI Holdings sold 15,847 Class A shares at prices between $750.00 and $764.40 under a 10b5-1 plan.

Did Zuckerberg's voting control of Meta change after these transactions?

No. The Class B→A conversion and charitable gift do not affect his majority voting power held through multiple LLCs and trusts.

What was the purpose of the 397,007-share transfer reported in the Form 4?

Those shares were gifted to the Chan Zuckerberg Initiative Foundation; Zuckerberg retains voting rights but no economic interest.

Are the reported sales part of a pre-arranged trading plan?

Yes. Footnote 3 confirms the sales occurred under a Rule 10b5-1 plan adopted on 1-Feb-2025.

How many Class B shares were converted to Class A in this filing?

412,854 Class B shares held by CZI Holdings were converted to an equal number of Class A shares.