Every share Meta has ever bought back did something besides return cash to investors: it made Mark Zuckerberg’s control of the company a little larger.
The arithmetic is plain. His Class B shares carry ten votes each, and the buybacks retired one-vote Class A shares, so every share retired shrank the pie without touching his slice. In March 2013 he held about 53.7 percent of the vote. On October 1 he held 60.6 percent while owning 13.4 percent of the company, and Meta’s own filing credits the climb in part to those repurchases.
By the end of this month, Elon Musk is about to shock the world again.
And will unleash enough wealth to make every household in America $2.38 million.
On Monday the flow reversed. Meta launched about $35 billion of stock sales to pay for AI, $22.5 billion of ordinary Class A shares and $12.5 billion of preferred that converts later, and said it plans up to $60 billion more from early 2027 in a new share class arriving in January. Class C carries no vote — and Class A holders weren’t asked about it: a group of Chan Zuckerberg holding companies with 56.1 percent of the voting power signed off by written consent.
What’s strange is that his control was nowhere near the edge. The board committee’s financial adviser, Moelis, calculated that Meta could raise roughly $700 billion of ordinary voting stock over several years before Zuckerberg fell below half. The filing says he would not support a significant equity raise that reduced his voting power. It also names what would threaten the margin most: his own selling. Paying a proposed California wealth tax with his ten-vote shares could take him to about 53 percent, he told the board’s lead independent director, and his lawyers told the committee that his public commitments to fund the Chan Zuckerberg Initiative with Meta stock limit how much Class A the company could issue before he lost control.
The money need is not invented, though. Meta ended September with $82.45 billion of cash and securities against $80.92 billion of long-term debt, management’s forecasts showed a need to raise hundreds of billions over several years, and the filing says non-voting stock lets sovereign investors buy in under U.S. foreign-investment rules. Monday’s biggest piece, the $22.5 billion, is the old voting kind.
In 2017 Facebook dropped a similar non-voting class days before a shareholder trial, with Zuckerberg saying the stock had risen enough to fund his philanthropy and keep control for 20 years or more. The buybacks helped make his share of the vote bigger. From January, new stock no longer has to make it smaller.
From January, new stock no longer has to make it smaller.
