Meta Creates Non-Voting Stock to Fund AI Buildout, Keeping Zuckerberg in Control

In brief

• Meta's board approved non-voting Class C stock on Oct. 19, and Class A and Class B holders will receive one Class C share per share held starting Jan. 19, 2027, in what works as a two-for-one split.
• Mark Zuckerberg holds about 60.6% of the vote on a 13.4% economic interest, and the Class C structure lets Meta sell equity without diluting that vote.
• Meta's filing says management forecasts showed a need to raise "hundreds of billions of dollars," while CFO Susan Li told analysts the company has nothing to announce on equity financing.

Meta's board has approved a new class of non-voting stock, and every holder of Class A and Class B shares will receive one new share for each share they own. The company disclosed the plan on Wednesday with its third-quarter results, and the Class C shares come into existence on Jan. 19, 2027.

The one-for-one dividend works as a two-for-one stock split, and Meta says it will not change anyone's voting power. Because Class C shares generally carry no vote, Meta can sell them for cash, or use them as pay and acquisition currency, without shrinking Mark Zuckerberg's control.

Zuckerberg held about 60.6% of the voting power on Oct. 1 against a 13.4% economic interest, according to the information statement Meta filed with the SEC. The gap comes from the dual-class setup, where Class A shares carry one vote each and Class B shares carry 10, and he beneficially owns about 341 million Class B shares.