Meta is preparing a new class of non-voting shares that could give the company a way to raise substantial equity while preserving Mark Zuckerberg’s control of the company.
The board approved the creation of Class C stock on Oct. 19, and Meta disclosed the plan alongside its third-quarter results. Beginning Jan. 19, 2027, holders of existing Class A and Class B shares are due to receive one Class C share for every share they own. Although described as a dividend, the one-for-one distribution would function much like a two-for-one stock split.
The transaction is not designed to change shareholders’ voting power. Class C shares will generally have no voting rights, allowing Meta to issue them for cash, employee compensation or acquisitions without directly reducing Zuckerberg’s influence over corporate decisions. The plan comes as Meta builds out its artificial-intelligence operations and considers the scale of capital that could be required over several years.
According to Decrypt, Meta’s regulatory filing says advisers at Moelis told a special board committee that the company could raise roughly $700 billion in equity over several years before Zuckerberg’s voting stake fell below 50%. Management’s long-term forecasts, the filing said, indicated a potential need to raise “hundreds of billions of dollars” over several years, beginning as early as fall 2026.
How the new share structure works
Meta has a dual-class ownership structure. Class A shares carry one vote each, while Class B shares carry 10 votes each. As of Oct. 1, Zuckerberg held about 60.6% of Meta’s voting power while possessing a 13.4% economic interest. The filing said he beneficially owned about 341 million Class B shares.
The new Class C shares are intended to be economically similar to the existing classes but will generally carry no vote. That distinction is important: Meta could sell Class C shares and receive capital without issuing additional high-vote stock or reducing Zuckerberg’s percentage of the vote as quickly as it would under a conventional equity offering.
Meta cautioned that Class C shares would likely trade at a discount to Class A shares. As a result, the company might have to issue more Class C stock to raise the same amount of money through an equity sale. The shares also will not qualify as “voting stock” under Section 368(a) of the tax code, potentially making another transaction structure more attractive to sellers seeking to defer taxes.
The board had not set the record date or payment date for the initial distribution at the time of the filing. The payment must be made within five business days after the company’s charter takes effect on Jan. 19, 2027.
No equity sale has been announced
Meta Chief Financial Officer Susan Li sought to distinguish the financing capacity described in the filing from an immediate fundraising plan. On a follow-up call with analysts, she called the “hundreds of billions” figure a “theoretical maximum” used to determine the amount of equity financing that could cause Zuckerberg to lose founder control.
Li said the figure was not a description of Meta’s current equity-financing requirements or plans, and that the company had nothing to announce on equity financing. The new share class has been approved, but Meta has not disclosed the size, timing or terms of any potential sale.
The filing nevertheless provides a framework for future financing. Rather than selling only shares with voting rights, Meta could use non-voting stock as a source of funding while maintaining the existing control arrangement. The shares could also be used as compensation or as currency in acquisitions, although the filing’s tax and trading-discount warnings could affect how such transactions are structured.
Restrictions on Zuckerberg and market picture
A Founder Alignment Agreement signed Oct. 20 limits how Zuckerberg can dispose of the Class C shares he receives. Only 20% of those shares may be sold freely. In general, selling any of the remaining 80% would require him to sell or convert a matching Class A or Class B share within two business days, an action that would reduce his voting power.
The agreement also requires Zuckerberg to remain a California resident, or to live wherever Meta is headquartered, for eight years. Meta’s filing said California Proposition 40, a wealth tax measure on the Nov. 3 ballot, could create a multibillion-dollar payment obligation. It added that Zuckerberg had said selling Class B shares to meet such a liability could reduce his voting interest to about 53%.
Meta’s board has also agreed to make another one-for-one Class C distribution whenever the stock’s 30-day volume-weighted average price reaches successive doublings of the $580.60 Class A price recorded on Sept. 10, adjusted for splits. That provision applies only if shareholder returns compound at an annual rate of at least 10%.
Moneyiar market data at 23:23-23:24 on Oct. 22, 2026, showed a broadly weaker picture among the listed digital assets:
- Lido DAO (LDO): $0.382502292, down 5.66% over 24 hours and 4.46% over seven days.
- Meteora (MET): $0.3309514438, down 7.67% over 24 hours and 12.22% over seven days.
- FUNToken (FUN): $0.0087167872, down 1.55% over 24 hours but up 6.83% over seven days.
- Ontology (ONT): $0.0521747, down 4.23% over 24 hours and 1.74% over seven days.
