META Form 4: Zuckerberg 10b5-1 sales reduce CZI Holdings Class A to zero

Rhea-AI Filing Summary

Mark Zuckerberg filed a Form 4 reporting multiple transactions in Meta Platforms, Inc. securities dated 08/12/2025. The filing shows a series of disposals of Class A common stock held of record by CZI Holdings, LLC, executed under a Rule 10b5-1 trading plan adopted February 1, 2025. The reported sales reduced the CZI Holdings Class A position to 0 shares after sequential disposals recorded at weighted-average prices disclosed in footnotes. The footnotes report sale price ranges across batches from $774.50 up to $793.40 per share. Table II shows large indirect holdings of convertible Class B securities and related Class A equivalents held by affiliated entities and trusts, listed by amount in the filing.

Positive

• Sales were executed pursuant to a Rule 10b5-1 trading plan adopted on February 1, 2025
• Filing discloses detailed per-tranche weighted-average prices and entity-level holdings
• Reporting person remains linked to substantial indirect holdings through multiple entities and trusts

Negative

• CZI Holdings, LLC's reported Class A common stock position was reduced to 0 following the 08/12/2025 disposals
• Multiple sales were executed across price tranches with weighted-average prices ranging from $774.50 to $793.40 per share

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a pre-established 10b5-1 plan; disclosure shows shifting of record holdings while related entities retain large stakes.

The Form 4 documents planned disposals executed on 08/12/2025 by CZI Holdings, LLC under a Rule 10b5-1 plan adopted February 1, 2025. The filing transparently breaks out multiple tranches with weighted-average prices provided in footnotes. While the CZI Holdings Class A position is reported as reduced to zero following these disposals, Table II lists sizable convertible Class B interests and large beneficial totals across affiliated entities and trusts, which remain on the record in the filing. Material governance implication: sales were disclosed as plan-based and the filing identifies the entities through which voting and investment power is held.

Securities Analyst

TL;DR: Multiple block sales occurred at prices roughly between $774.50 and $793.40; filing confirms continued indirect exposure via other entities.

The transaction detail shows consecutive disposals on 08/12/2025 with quantities and weighted-average prices documented in footnotes, ending with the CZI Holdings reported Class A balance at zero. Table II reports large numbers of convertible Class B shares and Class A equivalents held indirectly by various Zuckerberg-controlled entities and trusts (explicit amounts are listed in the filing). For investors, the filing is a clear record of executed plan sales rather than an unexplained one-off disposition.

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
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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)
08/12/2025

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	08/12/2025		C		15,847	A	$0	15,847	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		80	D	$773.45	15,767	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		180	D	$774.9417(3)	15,587	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		420	D	$776.6074(4)	15,167	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		502	D	$778.3377(5)	14,665	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		400	D	$779.3225(6)	14,265	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		200	D	$780.065(7)	14,065	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		350	D	$781.5143(8)	13,715	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		310	D	$782.559(9)	13,405	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		534	D	$783.6308(10)	12,871	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,076	D	$784.9027(11)	11,795	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,448	D	$785.7714(12)	10,347	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,200	D	$786.9824(13)	9,147	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,706	D	$787.9781(14)	7,441	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		2,815	D	$789.0012(15)	4,626	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		2,100	D	$790.1105(16)	2,526	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,160	D	$791.128(17)	1,366	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		1,045	D	$792.5813(18)	321	I	By CZI Holdings, LLC(1)
Class A Common Stock	08/12/2025		S(2)		321	D	$793.3053(19)	0	I	By CZI Holdings, LLC(1)
Class A Common Stock								397,007	I	By Chan Zuckerberg Initiative Foundation(20)

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(21)	(21)	08/12/2025		C			15,847	(21)	(21)	Class A Common Stock	15,847	$0	159,617,357	I	By CZI Holdings, LLC(1)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(22)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(23)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(24)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(25)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(26)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	100		100	I	CZ Management, LLC(27)
Class B Common Stock(21)	(21)							(21)	(21)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(28)

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 $774.50 to $775.295 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 $776.235 to $777.23 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 $777.85 to $778.67 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 $778.90 to $779.68 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 $779.90 to $780.23 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 $781.07 to $782.06 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 $782.18 to $782.98 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 $783.22 to $784.00 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.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $784.35 to $785.30 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.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $785.46 to $786.40 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.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $786.50 to $787.46 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.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $787.57 to $788.41 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.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $788.61 to $789.60 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.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $789.63 to $790.61 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.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $790.68 to $791.53 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.

18. 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 $792.94 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.

19. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $793.19 to $793.40 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.

20. 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.

21. 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.

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

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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	08/13/2025
	** Signature of Reporting Person	Date
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FAQ

What did Mark Zuckerberg report on Form 4 for META?

The Form 4 reports multiple disposals of Class A common stock by CZI Holdings, LLC on 08/12/2025, recorded as sales under a 10b5-1 plan.

Were the sales pursuant to a trading plan for META insider transactions?

Yes. The filing states the sales were effected by CZI pursuant to a Rule 10b5-1 trading plan adopted February 1, 2025.

How did the CZI Holdings Class A position change after the transactions?

The reported Class A position held of record by CZI Holdings, LLC was reduced to 0 shares following the 08/12/2025 disposals.

At what prices were the shares sold according to the filing?

Footnotes disclose weighted-average sale price ranges across tranches, with reported ranges from $774.50 up to $793.40 per share.

Does the filing show other Zuckerberg-related holdings after these sales?

Yes. Table II and the explanations list substantial convertible Class B securities and Class A equivalents held indirectly by affiliated entities and trusts, with explicit amounts reported in the filing.