Meta CEO Zuckerberg Converts & Sells 15.8K Class A Shares

Rhea-AI Filing Summary

Meta Platforms (META) – Form 4 filed 08/04/25

On 07/31/25, Mark Zuckerberg (Chair, CEO & 10% owner) executed a Rule 10b5-1 transaction through his entity CZI Holdings, LLC:

• Converted 15,847 Class B shares into Class A (1-for-1, no cash).
• Sold the entire 15,847 Class A shares in 13 open-market blocks at weighted-average prices between $766.86-$783.74, raising roughly $12 million.

Post-sale, CZI owns 0 META Class A shares. Zuckerberg still indirectly controls about 160.1 million Class B shares through CZI and an additional 132.5 million+ Class B shares via other family entities, all convertible into Class A.

The disposal reduces his overall economic stake by well under 0.1% and was executed under a pre-arranged plan, suggesting routine portfolio management rather than a strategic shift.

Positive

• Use of Rule 10b5-1 plan demonstrates advance planning and reduces risk of opportunistic trading accusations.
• Public float increases by 15,847 Class A shares, marginally enhancing liquidity.

Negative

• Insider selling, even if small, can be perceived as a lack-of-confidence signal.
• Conversion of super-voting Class B to single-vote Class A marginally lowers the founder’s alignment with high-vote shareholders.

Insights

Securities Analyst

TL;DR – Small, pre-planned insider sale; immaterial to ownership, mildly negative sentiment.

The Form 4 shows Zuckerberg divesting 15.8k shares (~$12m) via a 10b5-1 plan. While insider selling often pressures sentiment, the amount is negligible versus his >290m-share super-voting stake. Conversion from Class B to Class A slightly trims his voting power but adds the same shares to public float. Overall impact on valuation, governance or control is de minimis.

Portfolio Manager

TL;DR – Transaction is routine; no portfolio-level action warranted.

The sale represents less than 0.02 % of Zuckerberg’s equity exposure and is disclosed under a standing trading plan. No red flags on liquidity, strategy or insider confidence emerge. META fundamentals and capital structure remain unchanged; therefore, the filing is not a catalyst for portfolio re-weighting.

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)
07/31/2025

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	07/31/2025		C		15,847	A	$0	15,847	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		200	D	$767.1775(3)	15,647	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		444	D	$771.6336(4)	15,203	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,047	D	$772.9321(5)	14,156	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,251	D	$773.9966(6)	12,905	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		2,012	D	$775.0982(7)	10,893	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,035	D	$776.0135(8)	9,858	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,982	D	$777.1783(9)	7,876	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,986	D	$778.1555(10)	5,890	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		2,370	D	$779.25(11)	3,520	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		1,632	D	$780.2262(12)	1,888	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		987	D	$781.318(13)	901	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		610	D	$782.5596(14)	291	I	By CZI Holdings, LLC(1)
Class A Common Stock	07/31/2025		S(2)		291	D	$783.63(15)	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(16)	(16)	07/31/2025		C			15,847	(16)	(16)	Class A Common Stock	15,847	$0	160,141,140	I	By CZI Holdings, LLC(1)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(17)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(18)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(19)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(20)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(21)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	100		100	I	CZ Management, LLC(22)
Class B Common Stock(16)	(16)							(16)	(16)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(23)

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 $766.86 to $767.495 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 $771.22 to $772.00 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 $772.32 to $773.31 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 $773.50 to $774.47 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 $774.65 to $775.54 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 $775.67 to $776.54 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $776.70 to $777.66 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $777.715 to $778.52 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 $778.75 to $779.73 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 $779.81 to $780.77 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 $780.915 to $781.80 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 $782.10 to $783.00 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 $783.56 to $783.74 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.

16. 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.

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

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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 shares did Mark Zuckerberg sell on 07/31/25?

He sold 15,847 Class A shares, the entirety of the shares converted that day.

At what prices were the META shares sold?

Weighted-average prices ranged from $766.86 to $783.74 per share.

Was the transaction covered by a Rule 10b5-1 trading plan?

Yes. Footnote 2 confirms the sales were executed under a 10b5-1 plan adopted on 02/01/25.

How many META shares does Zuckerberg still own after the sale?

He indirectly holds about 160.1 million Class B shares via CZI and over 132 million additional Class B shares through other entities.

Does the sale materially change META’s control structure?

No. The disposed amount is immaterial to Zuckerberg’s overall voting control.