Mark Zuckerberg · Meta · SEC · Decrypt
Meta Releases Non-Voting Stock to Fund AI Buildout, Keeping Zuckerberg in Control
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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.
Key facts
- Zuckerberg held about 60.6% of the voting power on Oct. 1 against a 13.4% economic interest, statement Meta filed with the SEC
- According to the SEC filing, advisers at Moelis told the board's special committee that Meta could raise about $700 billion in equity over several years before Zuckerberg's voting power fell
- Under a Founder Alignment Agreement signed Oct. 20, only 20% of the Class C shares Zuckerberg receives can be sold freely
- Meta's board had not set the record or payment dates for the dividend as of its filing, and the payment must come within five business days after the charter takes effect on Jan. 19, 2027
Summary
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. The one-for-one dividend works as a two-for-one stock split, and Meta says it will not change anyone's voting power.