Meta creates non-voting shares to preserve Zuckerberg’s control

Meta announced on October 21 that it is creating non-voting Class C shares in a two-for-one stock split, giving the US company more flexibility to fund growth while preserving chief executive Mark Zuckerberg’s control. Existing shareholders are due to receive the new shares, which Deadline reported are planned to begin trading in January 2027.

How Meta’s Class C shares affect voting control

The new shares will carry no voting power, according to Deadline. That means Meta can distribute shares without giving their holders an additional vote over the company’s direction. Business Insider reported that Meta described the distribution to existing shareholders as effectively a two-for-one split; the company also cited the ability to finance its growth as a reason for creating the class.

Both Business Insider and Deadline reported that the structure enables Zuckerberg to retain control. Susan Li, Meta’s chief financial officer, said the shares will be distributed to existing shareholders, Business Insider reported. Deadline said the new class could also be used for employee compensation, citing Li.

Why the share change matters for Meta’s AI spending

The financing flexibility comes as Meta invests heavily in artificial intelligence and the data centres needed to support it. Business Insider reported third-quarter capital expenditure of $34.91 billion. Deadline said proceeds from the new issue would help fund Meta’s AI spending.

Meta announced the share plan with its third-quarter results. Deadline reported earnings per share of $3.83, or $7.40 excluding legal expenses. It said the quarter’s costs included a $9.89 billion charge related to a settlement of a lawsuit filed on behalf of teenage social media users. The settlement provides for payments to plaintiffs and others of up to about $18.59 billion, Deadline reported.