Meta has struck a deal with Mark Zuckerberg that would let the company’s founder sell shares to cover a potentially enormous tax bill if California voters approve a one-time levy on billionaires next month. The company announced the actions in regulatory filings published this week, disclosing the changes on Wednesday, October 21.
Under the arrangement, Meta will create a new class of non-voting shares that Zuckerberg could sell “for any reason,” including to pay the proposed tax. He would remain the majority owner of the company he founded, even if he sells part of his stake.
The tax on the November 3 ballot
California voters will decide on November 3 whether to impose a one-time 5 percent tax on the wealth of state residents worth more than $1 billion. Zuckerberg, the sixth-richest person in the world with an estimated net worth of more than $220 billion, according to Forbes, could face a tax liability of more than $11 billion if the measure passes.
The proposal would apply to primary residents of California as of January 1, 2026. A few hundred billionaires live in the state, according to the nonpartisan Legislative Analyst’s Office. Revenue from the tax would mostly go toward backfilling federal healthcare funding cuts, with 10 percent directed to education and food-assistance programs.
Supporters include SEIU United Healthcare Workers West, one of California’s largest healthcare unions, and Senator Bernie Sanders. Opponents include California Governor Gavin Newsom, who has argued against the measure even as his administration faces budget pressures.
Why Zuckerberg acted now
Last month, Zuckerberg told Meta’s board he was considering selling his Palo Alto home in anticipation of the proposed tax, a sign of how seriously he was taking the possibility. Instead of leaving, he struck the share deal with the company and committed to remaining in California for eight years unless “material unforeseen circumstances” arise.
The new share class gives him a way to raise cash by selling stock without giving up control of Meta. Because the shares are non-voting, sales would not dilute his voting power or his majority ownership position, allowing him to stay in charge of the company regardless of how many shares he must sell to pay a tax bill.
Tax experts said the structure is a standard tool for founders who hold large, concentrated positions in their companies. Selling tens of billions of dollars in stock on the open market could pressure Meta’s share price, so the arrangement appears designed to give Zuckerberg flexibility about when and how to sell.
Background: California’s billionaire debate
The ballot measure is one of the most aggressive wealth-tax proposals ever put before American voters. Proponents argue that California’s wealthiest residents should contribute more as the state confronts the loss of federal healthcare funding, while opponents — including many in the business community — warn that a one-time wealth tax could push wealthy residents and companies out of the state.
California has the largest concentration of billionaires of any U.S. state, and economists have long debated how sensitive the ultra-wealthy are to state taxes. Some studies have found that billionaires rarely move solely because of tax rates, while others point to high-profile departures as evidence that steep levies carry real risks.
Zuckerberg’s commitment to stay in California for eight years appears aimed at blunting one of the main arguments against the measure: that it would drive billionaires away. His earlier consideration of selling his Palo Alto home had fueled speculation that he might relocate; the new agreement suggests he now plans to remain.
What the filings reveal
The regulatory filings detail the mechanics of the new share class and the conditions under which Zuckerberg could sell. The filings were published this week after Meta’s board approved the changes, and the company formally announced the actions on Wednesday.
Corporate governance analysts said the move is unusual in scale but not in kind: founders of major technology companies routinely negotiate special share structures to preserve control. What makes this case notable is the explicit link to a pending tax measure — a reminder of how personal the stakes of the November vote are for the state’s wealthiest residents.
The measure needs a simple majority of California voters to pass. Polling on the proposal has been limited, and both sides are expected to spend heavily in the final two weeks before the November 3 election.
What happens next
All eyes are now on the November 3 vote. If the measure passes, Zuckerberg and other California billionaires would face a one-time bill equal to 5 percent of their net worth — one of the largest single tax payments any individual has ever made. If it fails, the share structure remains in place, giving Zuckerberg an option he can use for any reason going forward.
Beyond the election, the outcome could shape wealth-tax debates across the country. Other states have considered similar proposals, and a California vote in favor would give the idea its biggest test yet. For now, the Meta founder appears prepared either way.
