Meta Platforms, Inc.: establishes non-voting Class C stock

What happened

• The board approved and recommended an amendment and restatement of the company’s certificate of incorporation to establish a new class of non-voting Class C common stock (the “Recapitalization”), which shareholders approved by written consent on Oct 20, 2026. The company expects to file the Restated Charter with the Delaware Secretary of State on or about Oct 21, 2026 with an effective date of Jan 19, 2027.
• In connection with the Recapitalization, the board declared a 1-time stock dividend of 1 share of Class C common stock for each outstanding share of Class A common stock and Class B common stock (the “Stock Dividend”), contingent on effectiveness of the Restated Charter. The record date and payment date will be set by the board; under the Founder Alignment Agreement the payment date will be no later than the fifth business day following effectiveness.
• On Oct 20, 2026, the company and Mark Zuckerberg entered into a Founder Alignment Agreement that limits the Holder Group’s ability to sell most Class C shares without a corresponding reduction in voting power by conditioning sales on the “Stapling Condition.”

Key details

• Shareholder approval: shareholders approved the Restated Charter by written consent on Oct 20, 2026; expected filing on or about Oct 21, 2026; effective Jan 19, 2027.
• Stock dividend: 1 share of Class C common stock per outstanding Class A and Class B share; payment date to be set but no later than the fifth business day after effectiveness per the agreement.
• Founder alignment terms: 20% of Class C shares issued to the Holder Group will be freely saleable; 80% will be “Stapled Class C Shares” subject to the Stapling Condition. The Holder Group generally must sell or convert Class A or Class B shares, or apply accrued “Stapling Credits,” within 2 business days after settlement to sell Stapled Class C Shares.
• Release schedule and conditions: on the last day of the first full calendar quarter after the Stock Dividend and each calendar quarter thereafter, 2.5% of the Holder Group’s Stapled Class C Shares issued in the Stock Dividend will be released if Mr. Zuckerberg meets a Continued Leadership Condition; all remaining Stapled Class C Shares will be released after the thirty-second calendar quarter in which the Continued Leadership Condition is satisfied. Additional provisions cover Additional Dividends tied to Doubling Events and a 10% compound annualized return threshold, termination rights for each party, and parity requirements in certain transactions.

Why it was reported

• Item 1.01: the filing reports a material definitive agreement and the Recapitalization and Founder Alignment Agreement, which describe changes to the company’s capital structure and transfer restrictions on new Class C shares.
• Item 2.02: the filing furnishes a press release dated Oct 21, 2026 and announces a conference call about results for the quarter ended Sep 30, 2026.
• Item 8.01: the filing reports the board’s declaration of the Stock Dividend contingent on effectiveness of the Restated Charter and refers to a Preliminary Information Statement on Schedule 14C for more information.

This filing does not show why the insider traded or why the company acted.