Meta Platforms is introducing a new non-voting share structure so Mark Zuckerberg can maintain voting control even if he sells part of his stake, in preparation for a proposed wealth tax in California. In return, Zuckerberg promised to live in California—or wherever Meta is headquartered—for the next eight years.
Key points
Meta issued new Class C non-voting shares, allowing Zuckerberg to sell part of his stake without giving up voting control.
Zuckerberg pledged to live in California, or wherever Meta is headquartered, for the next eight years.
California voters will vote on Proposition 40 on November 3, which would impose a one-time 5% tax on billionaires.
Meta’s new stock structure
Meta disclosed the agreement in a securities filing released alongside its quarterly earnings. The company plans to create a new class of non-voting Class C common stock and distribute one Class C share free of charge for each existing Class A and Class B share. The Class C shares will be used for future fundraising, employee compensation, and as consideration in mergers and acquisitions, and will take effect on January 19, 2027.
Zuckerberg, whose net worth is about $240 billion, can immediately sell 20% of the Class C shares he receives. That amounts to about 10% of his total economic stake. The remaining 80% can only be sold alongside his existing voting common shares, but 2.5% of that portion will become available for sale each quarter while he remains an executive.
In return, Zuckerberg pledged to the company that, barring unforeseen significant circumstances, he would live in California or wherever Meta is headquartered for the next eight years.
Read more: Apple reportedly plans to unveil the iPhone Air 2 alongside the iPhone 18 next spring
Zuckerberg’s tax risk
Zuckerberg reportedly told a special committee of the board that he was considering relocating, saying a new wealth tax could lead to a tax bill worth billions of dollars tied to his Meta stake. In July, during a conversation with **Robert Kimmitt**, the lead independent director, he warned that selling voting shares to pay the tax could reduce his voting stake to about 53%. The committee said Zuckerberg’s presence at headquarters was “critically important” as AI reshapes the industry, and that it particularly wanted him to work closely with Meta Superintelligence Labs.
As of October 1, Zuckerberg held about 60.6% of Meta’s voting shares.
According to political analysts, the likelihood of Proposition 40 passing remains uncertain. The measure is designed to direct 90% of its tax revenue to healthcare. Nvidia CEO **Jensen Huang** said Sunday that he was “not afraid” of a potential tax bill of as much as $8 billion.
The agreement comes after months of speculation about Zuckerberg’s plans. Earlier this year, reports said Zuckerberg and his wife, **Priscilla Chan**, were in the process of buying a beachfront mansion on Miami’s Indian Creek Island, and a neighbor said they planned to move in in April. Meanwhile, Google co-founders **Sergey Brin** and Larry Page, along with investor Peter Thiel, have already left California.
Read next: Swiss Bitcoin ETF wins FINMA approval and opens to retail investors five years after launching exclusively for institutions