Meta Platforms plans to introduce non-voting Class C shares for capital raising, employee compensation, potential acquisitions and other general corporate purposes. Meta announced the proposal alongside third-quarter results as the company increases spending on AI. Meta declared a one-time dividend granting one Class C share per outstanding Class A or Class B share. The new share class will become effective on January 19, 2027.
Meta's SEC filing says the structure will enable stock-funded acquisitions and employee equity awards without changing CEO Mark Zuckerberg's majority voting control. Zuckerberg holds about 60.6% of Meta's voting power while owning roughly 13.4% of the company. Fortune reported that Zuckerberg wanted to retain control, fulfill pledges to finance the Chan Zuckerberg Initiative with Meta shares and prepare for a possible California wealth tax. Zuckerberg can immediately sell 20% of the new Class C shares Zuckerberg receives.
Meta's filing says the company expects Class C shares to trade below voting shares. A lower price would require Meta to issue additional shares for the same fundraising amount or acquisition payment, increasing dilution for existing shareholders. Zuckerberg warned the special committee during discussions that the dividend ratio could create a significant Class C discount relative to Class A in a subsequent equity offering. Zuckerberg warned that such a discount could harm all shareholders.
Meta's filing says Class C shares cannot satisfy voting-stock requirements for certain tax-deferred acquisitions. Target-company owners seeking to defer taxes may demand another payment form, potentially restricting the shares' usefulness for acquisitions.
Meta's third-quarter capital expenditures of $34.91 billion left free cash flow at negative $2.12 billion. Meta expects capital expenditures of $135 billion to $145 billion in 2026. Meta plans to continue aggressive AI investment next year. Investors will first be able to price Class C shares when the shares arrive in January.
Benzinga Pro data showed Meta shares trading at $676.10, down 3.07%, during Thursday's premarket session.
Meta to Introduce Non-Voting Class C Shares in 2027
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Summary
Meta Platforms will launch non-voting Class C shares on January 19, 2027, to fund growth, compensate staff, and support deals. Shareholders will get one Class C share for each Class A or B share. The filing notes Class C shares may trade at a discount, raising dilution risks. The move keeps voting power with CEO Mark Zuckerberg. This update appears in AI + crypto news and reflects ongoing crypto news trends.
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