Meta's Class C Plan Gives Zuckerberg a Way to Sell Shares

Meta’s approved nonvoting stock plan gives CEO Mark Zuckerberg a way to sell part of his new stake as he considers leaving California ahead of a vote on a proposed wealth tax.

Meta plans to give holders of its Class A and Class B shares one nonvoting Class C share for each share they own. Class A shares carry one vote each, Class B shares carry 10 votes each and Class C shares carry none. Meta intends the new class for capital raising, employee compensation, acquisitions and other corporate purposes.

An agreement dated Oct. 20 allows Zuckerberg to sell up to 20% of his Class C distribution immediately. The other 80% remain restricted. Selling a restricted Class C share generally requires him to sell or convert a corresponding voting share. For each qualifying quarter of full-time service on Meta’s executive team or as executive chair, 2.5% of his original distribution is released. All remaining shares are released after 32 qualifying quarters.

The agreement commits Zuckerberg, while he meets the full-time service condition, to live in California or another jurisdiction where Meta is headquartered for eight years from Oct. 20, 2026. It allows relocation if material unforeseen circumstances make a move prudent or advisable.

California voters are scheduled to decide Proposition 40 on Nov. 3. The measure would impose a one-time tax of up to 5% on certain taxpayers with more than $1 billion in covered assets. Its residency test is based on California residency on Jan. 1, 2026. Zuckerberg told a board committee he was considering moving his primary residence before the vote.

As of Oct. 1, Zuckerberg held 60.6% of Meta’s voting power and 13.4% of its economic interests. A model based on Meta’s existing capital structure put the amount of equity financing before his voting power would fall below 50% at about $700 billion over several years. Meta CFO Susan Li said the figure was a control threshold, not a financing plan. “We don’t have any specific financing plans to announce at this time,” Li said.

The Class C charter is scheduled to take effect Jan. 19, 2027. Meta has not set the stock dividend’s record or payment dates. Trading in Class C shares is expected to begin in late January 2027, subject to Nasdaq listing approval.