Meta Creates Nonvoting Class C Stock to Preserve Zuckerberg Control, Avert California Wealth Tax

Meta Platforms will issue a new nonvoting Class C share class, announced Wednesday alongside third-quarter results, letting CEO Mark Zuckerberg fund the Chan Zuckerberg Initiative, pay a potential California wealth tax and raise AI capital without ceding voting control. The one-for-one stock dividend takes effect Jan. 19, 2027, with trading beginning late January, CFO Susan Li said. Zuckerberg holds about 60.6% of voting power on roughly 13.4% of the company. The Class C shares carry no votes, so Meta can issue equity for employee grants, acquisitions and financing without diluting his control. He may sell 20% immediately; the rest are stapled to equivalent voting shares. Zuckerberg, listed by Bloomberg at a $246 billion net worth, told lead independent director Robert Kimmitt in July that selling Class B stock to cover the tax could cut his stake to 53%, and later said he was considering establishing residence outside California before the November vote on Proposition 40. The board committee, which weighed sunset provisions and discussed resigning, approved the deal September 14; the full board sealed it October 19. Meta posted third-quarter revenue of $64.6 billion, up 26%, capex of $34.9 billion and negative free cash flow of $2.1 billion, and guided 2026 capex to $135 billion-$140 billion.