Meta Platforms will create a non-voting class of publicly traded stock that it can sell to raise capital without diluting Mark Zuckerberg’s voting control, the company disclosed alongside its third-quarter results. Its board approved the new Class C common stock, which takes effect January 19, 2027.
Meta will issue one Class C share as a dividend for every outstanding Class A and Class B share, and intends to list the new shares on Nasdaq. The company said it expects the market price of its Class A stock to reflect the effect of a two-for-one split after the dividend is paid. The record and payment dates have not been set.
In a preliminary information statement filed with the Securities and Exchange Commission, Meta said it “expects to conduct offerings of Class C common stock from time to time in the future.” It gave no size or timing for any offering. The board said the class may be used for capital raising, employee compensation, potential acquisitions and general corporate purposes.
According to the filing, management told a special committee of independent directors that its long-term forecasts “showed the Company’s need to raise hundreds of billions of dollars over a period of several years beginning as early as fall 2026.” The committee’s adviser, Moelis, estimated that Meta could raise about $700 billion in equity under its existing structure before Zuckerberg’s voting power fell below 50 percent.
Zuckerberg held about 60.6 percent of the voting power as of October 1. During negotiations, according to the filing, he “made it clear” that he “would not support a significant equity financing that would have the effect of reducing his voting power.” The committee concluded that debt on the scale management was considering “could have an adverse effect on the Company’s credit ratings.”
The committee also cited timing. It said recent large capital raises by Alphabet, SpaceX, Anthropic and OpenAI to fund AI growth had created an “increasingly challenging environment” for raising capital. Management wanted the new stock available “as early as the end of 2026.”
Public shareholders did not vote on the change. Entities affiliated with Zuckerberg holding about 56.1 percent of the voting power approved it by written consent, which the filing says “constitutes the only shareholder approval required.” A separate agreement limits his ability to sell most of the Class C shares he receives.
For the quarter ended September 30, Meta reported revenue of $64.6 billion, up 26 percent, and capital expenditures of $34.9 billion including finance-lease payments. Free cash flow was negative $2.1 billion. Costs included a $9.89 billion charge tied to a settlement with 52 attorneys general over teen mental health and social media.
Meta narrowed its 2026 capital spending forecast to $135 billion to $145 billion, from $130 billion to $145 billion, and raised its total expense forecast to $175 billion to $179 billion to include the legal charge. It gave no 2027 spending range, saying it is still developing its budget and capacity plans and expects “to continue investing aggressively” in its core business and AI.
Sources: Meta, SEC filing
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By the Control Plane Editorial Team