# Meta's Class C Plan Adds Price Triggers to Zuckerberg's Pledge

By John Kim

Canonical URL: https://www.tokenpost.com/news/business/38808
Published: 2026-10-23T07:57:44.000Z
Updated: 2026-10-23T07:57:44.000Z
Section: Business

> Extra one-for-one share distributions would depend on Class C's 30-day average price and a 10% annualized shareholder return from Sept. 10, 2026.

Meta's planned nonvoting Class C shares could trigger additional one-for-one distributions at price milestones, adding conditions to a share plan that also gives CEO Mark Zuckerberg a way to sell part of his stake while retaining majority voting control.

The extra distributions would require Class C’s 30-day VWAP to reach successive multiples of an adjusted reference price: first twice that price, then four times, eight times and further doublings. The Sept. 10, 2026 Class A reference VWAP was $580.60, adjusted to $290.30 for the initial Class C distribution. The plan also requires a compound annualized shareholder return of at least 10% from that date, measured using 30-day VWAPs and assuming cash dividends and other distributions are reinvested. Any dividends are subject to legally available funds.

Meta plans to issue one nonvoting Class C share for each outstanding Class A or Class B share after a charter change takes effect Jan. 19, 2027. The initial distribution is due no later than the fifth business day after the change takes effect. Meta has described the new class as a way to support financing, employee compensation and acquisitions without diluting existing voting power.

Under an agreement dated Oct. 20, Zuckerberg committed to live in California or another jurisdiction where Meta is headquartered for eight years, as long as he remains a full-time member of the executive team or a full-time executive chair. The agreement allows an exception if material unforeseen circumstances make living elsewhere advisable. Zuckerberg may immediately sell or transfer up to 20% of his Class C allocation, equal to 10% of his economic stake, without reducing his majority voting control. Restrictions on the rest ease by 2.5% of his allocation for each qualifying quarter of full-time service, up to 32 quarters.

The agreement followed Zuckerberg's consideration of moving his primary residence out of California amid potential exposure to Proposition 40. 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 eligibility date is Jan. 1, 2026, and assets would be valued as of Dec. 31, 2026. If approved by voters Nov. 3, payments would be due in 2027, with an option to pay over five years at added cost.

Meta's special committee said the arrangement aims to keep Zuckerberg leading the company from California and “in close proximity to Meta Superintelligence Labs.” The agreement provides no additional compensation; Zuckerberg's annual salary remains $1. The terms build on [earlier coverage of Zuckerberg's pledge and Meta's share plan](<https://www.tokenpost.com/news/business/38369>). The charter change is scheduled for Jan. 19, 2027.



## Links in this article

- [earlier coverage of Zuckerberg's pledge and Meta's share plan](https://www.tokenpost.com/news/business/38369)
