Meta share agreement ties Zuckerberg to California as wealth tax vote approaches

Meta has agreed to a stock restructuring that allows Mark Zuckerberg to sell some shares without reducing his voting control. The agreement includes a commitment to remain in California, or another jurisdiction housing Meta's headquarters, for eight years, subject to material unforeseen circumstances.

Meta's preliminary filing describes a distribution giving shareholders one new Class C share for each existing Class A or B share. Zuckerberg could sell 20% of his allocation without restrictions tying those sales to voting shares. Further portions would become unrestricted quarterly while he serves in a qualifying leadership role.

The filing says Zuckerberg had considered leaving California because of the proposed wealth tax. He held about 60.6% of Meta's voting power on October 1. Meta also wants the nonvoting stock available for financing, acquisitions and employee compensation.

The preliminary filing sets January 19, 2027, as the effective date for the charter changes establishing Class C stock. Zuckerberg's existing compensation arrangement remains unchanged under the agreement.