Zuckerberg’s Wealth Tax Concerns Shaped Meta’s Stock Overhaul

Jyoti Mann reads Meta's 109-page SEC filing behind its new non-voting Class C shares, announced with Q3 results, which let Meta raise AI capital while Mark Zuckerberg keeps more than 60% voting control. Holders get one Class C share per Class A (1 vote) or Class B (10 votes, mostly Zuckerberg entities) via a one-time dividend, giving Zuckerberg stock he can sell without losing votes. A board special committee began reviewing the structure early this year; in May management showed it three scenarios each needing 'hundreds of billions of dollars over a period of several years beginning as early as fall 2026', and the committee wanted to raise before competitors 'saturate' funding options, citing raises by Alphabet, SpaceX, Anthropic and OpenAI. Zuckerberg said he would not back dilution of his voting control and raised California's Proposition 40 wealth tax (on next month's ballot), saying it might push him to leave the state because paying could force him to sell supervoting shares. At a September dinner, amid an impasse, he threatened to put his Palo Alto home up for sale; a week later agreement was reached and his representative said he intended to stay in California or wherever Meta is headquartered. Caveat: the account is drawn from Meta's own filing.