Meta plans non-voting Class C shares to fund AI investment without diluting Zuckerberg's control
Semafor reports that Meta is creating non-voting Class C shares to raise financing for AI without diluting Zuckerberg's control. After a charter amendment on January 19, 2027, each Class A or Class B share will receive 1 Class C share, with an effect on the Class A share price similar to a 2-for-1 stock split, but holders' voting rights will remain unchanged. These shares will also be used to pay employee compensation, and Zuckerberg's lawyers told the special committee that the voting shares would exclude sovereign financial institutions from buyers. Alphabet's similar structure allowed it to sell $85 billion in stock this year, providing Meta with a template for financing $135 billion to $145 billion in capital expenditures.
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Meta is using a dual-class structure to finance AI capital expenditures while preserving Zuckerberg's voting power, comparable to Alphabet's similar approach.
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Semafor: Meta is creating non-voting Class C shares so it can raise AI money without diluting Mark Zuckerberg’s control.
Holders will get 1 Class C share for each Class A or Class B share once the charter changes on January 19, 2027.
That dividend should move Class A’s price as a 2-for-1 split would, yet it leaves every holder’s voting power unchanged. The shares will also pay employees, and Zuckerberg’s lawyers told the special committee that voting stock would exclude sovereign financial institutions as buyers.
Alphabet’s similar structure let it sell $85B of stock this year, giving Meta a template for funding $135B to $145B of capital spending without costing Zuckerberg votes.