Why Meta is creating a new class of non-voting shares amid its AI growth
META•Meta plans to issue publicly traded non-voting Class C shares, distributing one for each existing Class A and Class B share, with trading expected to begin in January 2027. The shares could help fund AI investment, acquisitions and employee compensation without significantly reducing Mark Zuckerberg’s voting control.
1. New non-voting shares
Meta said it plans to create publicly traded Class C shares and distribute one share for each existing Class A and Class B share, effectively splitting its stock two-for-one. Trading is expected to begin in January 2027, and the company expects to offer new shares from time to time for capital raising, acquisitions, employee compensation and other corporate purposes.
2. Funding AI investment
Meta said the investment needed to compete in artificial intelligence is “unprecedented” and forecast 2026 capital expenditures of $135 billion to $145 billion. The company said debt financing at that scale could adversely affect credit ratings, while equity financing would offer another funding source. The structure would let Meta issue shares without issuing additional voting stock.
3. Zuckerberg's voting control
Zuckerberg controls Meta through super-voting Class B shares. As of October 1, 2026, he beneficially owned about 341.2 million Class B shares and 1.2 million Class A shares, representing about 60.6% of voting power and 13.4% ownership; he will receive about 342.4 million Class C shares. A separate agreement makes only 20% of Class C shares received by his “Holder Group” immediately freely saleable. The filing also discusses a proposed California wealth tax and says Zuckerberg told a special committee he was evaluating whether to relocate because of the potential tax liability.
