Meta creates non-voting Class C stock, will hand shareholders one new share for each share they own

Meta Platforms is creating a new class of non-voting stock and plans to give every shareholder one share of it for each Class A or Class B share they hold, a move the company said gives it a fresh currency for raising capital, paying employees and making acquisitions.

The board approved the new Class C common stock on Oct. 19 on the unanimous recommendation of a special committee of independent directors, and shareholders holding the required votes approved the restated charter by written consent on Oct. 20, according to an 8-K Meta filed Wednesday. The charter change is set to take effect Jan. 19, 2027.

What shareholders get

The one-time stock dividend will be paid after the charter takes effect. The record and payment dates will be set later, and under an agreement with Mark Zuckerberg the payment date will be no later than the fifth business day after the charter becomes effective, the filing says.

Meta said in its earnings release that after the payment date it expects Class A shares to trade as if after a two-for-one stock split. The dividend will not change any shareholder's voting power. Meta plans to list the Class C shares on Nasdaq.

Why Meta says it needs it

The special committee pointed to the scale of investment needed to compete amid what it called the AI transformation of the industry, saying the new class will help Meta finance its growth. It also said the structure is meant to keep Zuckerberg, the founder, chairman and CEO, leading the company.

Limits on Zuckerberg's sales

Under a Founder Alignment Agreement signed Oct. 20, only 20% of the Class C shares Zuckerberg's group receives will be freely saleable. The other 80% can generally be sold only if, for each share sold, the group also sells a Class A or Class B share or converts a Class B share into Class A, reducing his voting power, according to the 8-K.

If those restricted shares are sold in breach of that condition, a matching number of Class B shares is deemed converted to Class A. The restrictions fall away once the group no longer holds any Class B stock.

Moelis advised the special committee and Morgan Stanley advised Meta, the company said.

Sources

1. Meta Platforms, Inc., Form 8-K (Items 1.01, 2.02, 8.01) with Exhibit 99.1, filed Oct. 21, 2026, accession 0001628280-26-066700
2. Meta Platforms, Inc., preliminary information statement (PRE 14C), filed Oct. 21, 2026, accession 0001628280-26-066710

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