Form 8-K · Current report
Meta Platforms 8-K, filed Oct 21, 2026
- Filed
- CIK
- 0001326801
- Accession no.
- 0001628280-26-066700
Summary
Meta Platforms' board approved a recapitalization creating a new non-voting Class C common stock class and declared a one-time stock dividend of one Class C share for each outstanding Class A and Class B share, with shareholders approving the restated charter by written consent on October 20, 2026. In connection with the transaction, Meta and founder, Chairman and CEO Mark Zuckerberg entered into a Founder Alignment Agreement that conditions sales of most of his Class C shares on corresponding reductions in his voting power.
Key points
- Meta expects to file the restated charter with the Delaware Secretary of State on or about October 21, 2026, effective January 19, 2027, with the stock dividend contingent on that effectiveness.
- Under the Founder Alignment Agreement, 20% of the Class C shares issued to Zuckerberg and his permitted transferees are freely saleable while 80% are stapled, requiring a matching sale or conversion of Class A or Class B shares, or the use of Stapling Credits, for each stapled share sold.
- Stapled Class C shares are released at 2.5% per quarter in which Zuckerberg remains employed full-time on the executive team or as executive chair, with all remaining shares released after 32 such quarters.
- The board agreed to declare additional 1:1 Class C dividends upon successive doublings of the Class C share price above the $580.60 Class A reference price of September 10, 2026, provided the compound annualized shareholder return is at least 10%.
- Zuckerberg committed to remain a California resident, or in the jurisdiction of Meta's headquarters, for eight years following the agreement, absent material unforeseen circumstances.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 2.02Results of Operations and Financial Condition
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry into a Material Definitive Agreement. On October 19, 2026, the board of directors (the “Board”) of Meta Platforms, Inc. (the “Company” or “Meta”) approved and declared advisable, based on the unanimous recommendation of a special committee consisting of disinterested and independent directors established to review such transaction, and recommended to the Company’s shareholders, the amendment and restatement of the Company’s certificate of incorporation (as so amended and restated, the “Restated Charter”) to, among other things, adjust the Company’s capital structure by establishing a new class of non-voting Class C common stock, par value $0.000006 (the “Recapitalization”)…
An excerpt of the text as filed with the SEC, cut for length.
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