[144] Varonis Systems, Inc. SEC Filing

Rhea-AI Filing Summary

Meta Platforms (NASDAQ: META) founder & CEO Mark Zuckerberg has filed a Form 144 signaling his intent to sell 15,847 Class A shares (estimated value ≈ $11.94 million) on or about 1 Aug 2025 via Charles Schwab. The filing follows 16 insider sales executed between 6 Jun – 31 Jul 2025 totaling 156,847 shares and roughly $113 million in gross proceeds. Planned and completed sales combined equal just 0.007% of META’s 2.17 billion shares outstanding.

The shares were originally obtained through an option exercise dated 17 May 2012. As required by Rule 144, the notice affirms the seller holds no undisclosed material adverse information and makes no reference to a Rule 10b5-1 trading plan. While the transaction is immaterial to the company’s capital structure, it extends a steady pattern of founder share liquidation that investors may monitor for sentiment clues.

Positive

• Sale represents only ~0.007 % of shares outstanding, implying negligible dilution or market overhang.
• Transparent Rule 144 filing demonstrates adherence to disclosure requirements, reducing regulatory risk.

Negative

• Founder has liquidated ~$113 m of stock in the last three months, a potential negative sentiment signal.
• No 10b5-1 plan disclosed, leaving timing decisions open to interpretation and potential governance critique.

Insights

Portfolio Manager

TL;DR: Small-scale founder sale; sentiment watch, but negligible dilution.

The proposed 15.8k-share sale adds to 156.8k shares already liquidated this summer, bringing Zuckerberg’s 3-month cash out to ~$125 m when the next trade settles. Even combined, this equals <0.01 % of META’s float, so supply overhang is minimal. Insider diversification is common and does not signal operational weakness. I see neutral market impact; valuation should hinge on fundamentals, not this filing.

Corporate Governance Analyst

TL;DR: Continued insider selling may raise optics questions despite immaterial size.

Zuckerberg controls ~58 % voting power; repeated cash sales without accompanying 10b5-1 detail can attract scrutiny over information asymmetry. Although Rule 144 compliance is clear, cumulative sales above $100 m in three months could be construed as waning confidence. Visibility into any pre-arranged plan would ease concerns. I assign a mild negative governance signal, yet note no change in control risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	51889	2896962.87	112047109	08/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/29/2024	Restricted Stock Units	Issuer			51889	02/29/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Meta (META) shares is Mark Zuckerberg planning to sell?

The Form 144 covers 15,847 Class A shares with an estimated value of $11.94 million.

What percentage of Meta's outstanding shares does the proposed sale represent?

Only about 0.007 % of the 2.17 billion shares outstanding.

How many shares has Zuckerberg sold in the past three months?

He has already sold 156,847 shares between 6 June and 31 July 2025.

What were the gross proceeds from recent insider sales?

The past three-month sales generated approximately $113 million in gross proceeds.

When were the shares originally acquired?

The shares were acquired via option exercise on 17 May 2012.

Is the upcoming sale under a Rule 10b5-1 trading plan?

The filing does not reference any Rule 10b5-1 plan.