[Form 4] Meta Platforms, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Meta Platforms (NASDAQ:META) filed a Form 4 revealing that Chair & CEO Mark Zuckerberg, via the Chan Zuckerberg Initiative Foundation, sold 13,793 Class A shares on 25-Jun-2025 at weighted-average prices of $705.59-$716.15, realizing roughly $9.8 million in gross proceeds.

The transactions were executed under a pre-arranged Rule 10b5-1 plan adopted 1-Feb-2025. Following the sale, the foundation holds 57,533 Class A shares.

• Zuckerberg still beneficially owns ≈342.6 million Class B shares (convertible 1-for-1 into Class A), preserving voting control.
• Form notes he has no pecuniary interest in the foundation’s shares.

No other changes to derivative or direct holdings were reported.

Positive

• None.

Negative

• $9.8 million insider sale by 10% owner may pressure near-term sentiment despite minimal impact on control

Insights

Insider Trading Analyst

TL;DR: $9.8 M sale small vs. holdings; neutral signal.

Scale: 13,793 shares is ≈0.004% of Zuckerberg’s beneficial stake yet above the $1 M materiality threshold. Structure: executed through CZI Foundation under a 10b5-1 plan, limiting discretionary timing. Intent: Filing states Zuckerberg has no pecuniary interest, implying philanthropic liquidity rather than personal divestment. Control: Retention of ~342.6 M Class B shares means voting power unaffected. Taken together, the transaction is routine, offers limited insight into operational outlook, and does not alter governance dynamics.

Portfolio Manager

TL;DR: Insider sale notable in dollars, immaterial in control—watch but don’t overreact.

Dollar value (~$9.8 M) might spook momentum traders, yet relative size is de-minimis vs. Zuckerberg’s multi-billion stake. The predetermined 10b5-1 plan and philanthropic vehicle reduce information-content; selling pattern aligns with past charitable funding rounds. No change in strategic positioning or capital structure accompanies the filing. Liquidity effect on META’s float is negligible. Short-term sentiment could drift negative, but fundamental thesis remains untouched.

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)
06/25/2025

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	06/25/2025		S(1)		884	D	$706.0915(2)	70,442	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		1,286	D	$707.0032(4)	69,156	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		2,428	D	$708.1765(5)	66,728	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		2,731	D	$709.077(6)	63,997	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		442	D	$710.0905(7)	63,555	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		1,745	D	$711.7174(8)	61,810	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		2,353	D	$712.7451(9)	59,457	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		1,177	D	$713.7046(10)	58,280	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		643	D	$714.7388(11)	57,637	I	By Chan Zuckerberg Initiative Foundation(3)
Class A Common Stock	06/25/2025		S(1)		104	D	$716.1212(12)	57,533	I	By Chan Zuckerberg Initiative Foundation(3)

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(13)	(13)							(13)	(13)	Class A Common Stock	160,156,987		160,156,987	I	By CZI Holdings, LLC(14)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	3,388,097		3,388,097	I	By Mark Zuckerberg, Trustee Of The Mark Zuckerberg Trust Dated July 7, 2006(15)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	17,061,801		17,061,801	I	By Chan Zuckerberg Holdings, LLC(16)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	12,000,000		12,000,000	I	By CZI Holdings I, LLC(17)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings II, LLC(18)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings III, LLC(19)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	100		100	I	CZ Management, LLC(20)
Class B Common Stock(13)	(13)							(13)	(13)	Class A Common Stock	50,000,000		50,000,000	I	By Chan Zuckerberg Holdings IV, LLC(21)

Explanation of Responses:

1. The sales reported were effected by the Chan Zuckerberg Initiative Foundation ("CZI Foundation") pursuant to the Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $705.585 to $706.47 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.

3. Shares held of record by 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $706.63 to $707.585 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 $707.63 to $708.62 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $708.67 to $709.65 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 $709.715 to $710.37 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 $711.18 to $712.10 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 $712.20 to $713.14 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 $713.20 to $714.19 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 $714.25 to $715.17 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 $716.12 to $716.15 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 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.

14. 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.

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

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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	06/25/2025
	** 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 25-Jun-2025?

He sold 13,793 Class A shares through the Chan Zuckerberg Initiative Foundation.

What was the average sale price for Zuckerberg’s June 2025 transaction?

Weighted-average prices ranged from $705.59 to $716.15 per share, generating about $9.8 million in proceeds.

Was the META share sale executed under a Rule 10b5-1 plan?

Yes. The filing states all sales were made under a Rule 10b5-1 plan adopted on 1-Feb-2025.

How many Meta shares does Zuckerberg still control after the sale?

He retains ≈342.6 million Class B shares and the foundation holds 57,533 Class A shares.

Does the share sale affect Zuckerberg’s voting power at Meta?

No. Class B holdings remain unchanged, so voting control is intact.