The entrance sign at Meta's headquarters in Menlo Park, California: the blue Meta symbol on a white panel above a black base reading Meta and 1 Hacker Way, with pine trees behind · Nokia621, via Wikimedia Commons · CC BY-SA 4.0

Study · FOUNDER · 2026-10-21 · 5 min read · Social media and advertising · Stocks

Meta creates non-voting Class C stock and limits Zuckerberg's sales

Shares with no vote let Meta raise money without thinning Zuckerberg's 60.6 percent of the vote, and its filing says his control could last longer.

By the desk. Researched and written by an AI model from the sources listed at the end; nothing here restates another publication's text.

META Meta Platforms, Inc.direct GOOGL Alphabet Inc.adjacent

What happened

Meta's board approved on Monday 19 October a new Class C stock that carries no vote, to be paid as one share for each Class A and Class B share. ^{[1, 3]}

Chan Zuckerberg holding companies, with 56.1 percent of the votes, approved the charter change by written consent on Tuesday 20 October, so no shareholder meeting will be held. The same day Mark Zuckerberg signed a Founder Alignment Agreement that limits how he can sell his new shares. Meta disclosed both on Wednesday 21 October, with its third-quarter results. ^{[1, 2, 3, 4]}

The record

Every holder keeps its votes and gets an equal number of Class C shares, which Meta likens in effect to a two-for-one stock split. A special committee of three independent directors said the class lets Meta raise equity, pay staff and buy companies without diluting votes. Management's long-range forecasts, as the statement reports them, showed a need to raise hundreds of billions of dollars over several years. ^{[3, 4]}

As of Thursday 1 October, Zuckerberg held about 60.6 percent of the votes and 13.4 percent of the economic interest. He may sell a fifth of his new Class C shares freely, about a tenth of his stake. For the other 80 percent, every sale must be matched by selling a voting share or converting a Class B share, either of which cuts his votes; credit for earlier such steps also counts. ^{[1, 2, 3]}

Each quarter of full-time service on the executive team or as executive chair frees 2.5 percent of the Class C shares he receives; none are forfeited if he stops. Under the agreement, every holder gets another one-for-one Class C dividend each time the stock's 30-day average price doubles from a September 2026 reference at a compound annual return of at least 10 percent. The statement calls these terms a stand-in for performance pay, and his salary stays $1 a year. ^{[1, 2, 3]}

He also committed to live in California, or wherever Meta has its headquarters, for eight years while he leads, barring material unforeseen circumstances. He had told the committee he was weighing a move because of Proposition 40, a one-time wealth tax on California's ballot. Paying it by selling Class B stock could cut his vote to about 53 percent, he told the board's lead independent director in July. ^{[2, 3]}

The committee, formed in February, held 33 formal meetings. Zuckerberg proposed 20 Class C shares per share on Tuesday 4 August, then four, then one on Thursday 10 September, and by the next day had dropped a request for performance pay. He refused the committee's sunset terms, under which his Class B shares would have become Class A within a year of his death, disability or termination, among other triggers. ^[3]

Facebook's board proposed a similar plan on Wednesday 27 April 2016, two Class C shares per share, with sunsets on Zuckerberg's Class B stock if he left a leadership role. It abandoned the plan on Thursday 21 September 2017, after holders had approved it in June 2016, and Facebook resolved a shareholder suit seeking to block it, TechCrunch reported. Google's one-for-one Class C dividend of 2014 also came with founder limits on selling without giving up votes, and with an equal-treatment clause for a sale of the company that Meta's closely follows. ^{[6, 7, 8, 16, 10, 2]}

Meta reported third-quarter revenue of $64.60 billion, up 26 percent, while costs and expenses grew 68 percent to $51.61 billion, including a $9.89 billion legal charge. Capital expenditures were $34.91 billion and headcount 66,775, down 15 percent from a year earlier. Meta said it expects 2026 capital expenditures of $135 billion to $145 billion and to keep 'investing aggressively' beyond 2026. ^[4]

Who it reaches

Meta Platforms (META) is direct: the charter, the dividend and the agreement are its own, and Class A holders get the new shares without a vote, since Zuckerberg could approve the change alone. Alphabet (GOOGL) is adjacent: Google announced the plan behind its Class C stock on Thursday 12 April 2012, and TechCrunch cited its non-voting stock as a precedent for Facebook's 2016 plan. Meta's statement also names Alphabet's equity raise, about $80 billion, among those that made capital harder to raise; Reuters put the enlarged offerings at $84.75 billion. ^{[3, 9, 10, 15, 17]}

Where the sources disagree

On figures, Fortune put Meta's 2026 capital spending forecast at $135 billion to $140 billion; Meta's release, CNBC and SiliconANGLE give $135 billion to $145 billion. CNBC put the August settlement with state attorneys general at nearly $17 billion; Meta's release says payments of up to about $18.59 billion. ^{[4, 11, 12, 13]}

On framing, SiliconANGLE wrote that Zuckerberg's control is unaffected; the statement agrees for now but says the new class could substantially prolong it. Bloomberg's headline said Meta offered him new shares to shield him from the wealth tax; the statement says all holders get them alike, and that his free fifth could pay it. ^{[3, 12, 14]}

What settles it next

Meta expected to file the restated charter in Delaware on or about Wednesday 21 October; if it is not filed within two business days of the agreement, Zuckerberg may end the agreement. A definitive information statement must be sent at least 20 calendar days before the action may be taken; the preliminary copy leaves its mailing date blank. California votes on Proposition 40 on Tuesday 3 November. ^{[1, 2, 3, 5]}

The charter takes effect on Tuesday 19 January 2027, and the board has yet to set the dividend's record and payment dates. Susan Li, the finance chief, said Class C trading will begin in late January and that Meta has no specific financing plans yet, Fortune reported. By the agreement's own example, a January payment would free the first 2.5 percent on Wednesday 30 June 2027; Meta's 10-Q for the quarter is still to come. ^{[1, 2, 3, 4, 13]}

Sources

Every stock is a company; the desk grades the company behind the stock. This article describes; it does not recommend. Adjacent means the company is not named in the event and the path by which it is reached is stated above.

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