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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 15,847 | $0.00 | -- |
| Conversion | Class A Common Stock | 15,847 | $0.00 | -- |
| Sale | Class A Common Stock | 80 | $773.45 | $62K |
| Sale | Class A Common Stock | 180 | $774.9417 | $139K |
| Sale | Class A Common Stock | 420 | $776.6074 | $326K |
| Sale | Class A Common Stock | 502 | $778.3377 | $391K |
| Sale | Class A Common Stock | 400 | $779.3225 | $312K |
| Sale | Class A Common Stock | 200 | $780.065 | $156K |
| Sale | Class A Common Stock | 350 | $781.5143 | $274K |
| Sale | Class A Common Stock | 310 | $782.559 | $243K |
| Sale | Class A Common Stock | 534 | $783.6308 | $418K |
| Sale | Class A Common Stock | 1,076 | $784.9027 | $845K |
| Sale | Class A Common Stock | 1,448 | $785.7714 | $1.14M |
| Sale | Class A Common Stock | 1,200 | $786.9824 | $944K |
| Sale | Class A Common Stock | 1,706 | $787.9781 | $1.34M |
| Sale | Class A Common Stock | 2,815 | $789.0012 | $2.22M |
| Sale | Class A Common Stock | 2,100 | $790.1105 | $1.66M |
| Sale | Class A Common Stock | 1,160 | $791.128 | $918K |
| Sale | Class A Common Stock | 1,045 | $792.5813 | $828K |
| Sale | Class A Common Stock | 321 | $793.3053 | $255K |
| 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 | -- | -- | -- |
Footnotes (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. The sales reported were effected by CZI pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2025. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust. 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. 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. 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. 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. 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. 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.