Meta Approves Class C Non-Voting Stock, Preserving Zuckerberg Control While Enabling AI-Focused Equity Raises

Meta Platforms' board approved a new class of non-voting Class C stock, distributing one share for each Class A and Class B share held, effective Jan. 19, 2027. The one-for-one dividend functions as a two-for-one split without altering voting power, letting Meta sell shares or use them as pay and acquisition currency without diluting Mark Zuckerberg's control. Zuckerberg held about 60.6% of voting power against a 13.4% economic interest as of Oct. 1, per Meta's SEC filing. Advisers at Moelis told the board's special committee Meta could raise roughly $700 billion in equity before his voting power fell below 50%, while management forecasts cited a need for "hundreds of billions" starting as early as fall 2026. CFO Susan Li called that figure "a theoretical maximum," not a description of present financing plans, and said Meta has nothing to announce. A Founder Alignment Agreement signed Oct. 20 restricts free sale to 20% of Zuckerberg's Class C shares and commits him to remain a California resident for eight years. The filing flags California's Proposition 40 wealth tax as a potential multibillion-dollar liability that could cut his voting interest to about 53%.