Meta’s New Share Plan Could Provide Zuckerberg Liquidity Amid Proposed California Wealth Tax

Meta CEO Mark Zuckerberg could face a substantial tax liability if California voters approve Proposition 40, a proposed wealth tax targeting billionaires.

Meta CEO Mark Zuckerberg’s proposed share restructuring has drawn scrutiny amid debate over California’s proposed billionaire wealth tax. [Photo: Mark Zuckerberg Facebook]

Meta disclosed the potential exposure in a filing with the US Securities and Exchange Commission (SEC), prompting renewed scrutiny of the company’s plans to introduce nonvoting shares.

The estimated tax liability attributed to Zuckerberg exceeds $11 billion, according to reporting by Forbes and TheStreet.

The figure is an estimate rather than a confirmed tax bill, and the amount he would owe would depend on the measure’s final terms, his taxable wealth and other applicable legal considerations.

Proposition 40 would impose a one-time 5% assessment on the worldwide net worth of individuals worth at least $1 billion who meet the measure’s residency and other requirements as of January 2026.

The assessment would be payable in installments over five years if the proposal is enacted.

Supporters, led by the Service Employees International Union–United Healthcare Workers West, have projected that the measure could raise approximately $100 billion.

The proposal directs most of the proceeds toward health care, according to reporting on the initiative.

Meta has approved a new class of nonvoting Class C common stock, with the change scheduled to take effect in January 2027. Under the plan, shareholders would receive one Class C share for every existing Class A or Class B share, subject to the terms of the stock dividend.

The company’s SEC filing says the restructuring is intended to provide flexibility for raising capital, compensating employees and financing other corporate needs while preserving Meta’s founder-led structure.

The filing also addresses the potential impact of Proposition 40 on Zuckerberg.

It says the company’s board considered the risk that he might relocate from California because of the proposed tax and established arrangements intended to provide liquidity without reducing his voting interest.

Zuckerberg has committed to remain a resident of California, or another jurisdiction where Meta maintains its headquarters, for eight years, subject to the agreement’s conditions and exceptions.

Zuckerberg currently retains substantial voting control through Meta’s super-voting Class B shares.

The new share structure could allow him to sell certain shares under the agreement without the same reduction in voting control that could result from selling existing voting shares.

However, the proposed tax has not yet become law.

The share plan should therefore be described as addressing a potential tax exposure, not as proof that Zuckerberg has already incurred or paid the estimated liability.