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Dual-class shares: when votes and ownership don't match

How US companies give some shares more votes, where the 10-K, proxy and S-1 show it, and what a Nasdaq controlled company is: Meta, SpaceX, Anthropic.

Reviewed by Cityfort Research on , 4 min read

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

What are dual-class shares?

A company with dual-class shares has two kinds of common stock that carry different numbers of votes. Usually one class trades on the exchange and the other stays with founders or insiders.

At Meta, Class A shares have one vote each and Class B shares have ten.[S4] SpaceX's prospectus describes the same split: one vote for Class A, ten for Class B.[S7]

"Multi-class" means more than two classes, sometimes with very different rights.

Why is it easy to misread?

Owning a slice of the company and controlling it are no longer the same thing. The percentage of shares and the percentage of votes can be far apart.

How far apart can ownership and votes be?

Meta's 10-Q cover lists 2,214,472,367 Class A and 341,768,886 Class B shares at Oct 16, 2026.[S5]

Class B is about 13.4% of all shares. With ten votes each, it carries about 60.7% of the votes (Cityfort calculation from the cover and the 10-K's votes per share).[S5][S4]

Meta's information statement gives the same picture for Mark Zuckerberg on Oct 1, 2026. He held about 60.6% of the voting power and about 13.4% of the economic interest.[S9]

SpaceX's prospectus says Elon Musk would hold about 82.4% of the voting power right after the June 2026 offering. That figure was 82.3% if the underwriters bought their extra shares in full.[S7]

Can votes be fixed regardless of shares?

Yes, in some structures. Anthropic's S-1, filed Oct 26, 2026, does not tie the founders' votes to a number of shares.[S8]

According to the S-1, a single Class F share, to be issued to the co-founders' Founder LLC just before the offering, will carry 50.1% of votes on general matters. It has no economic rights.[S8]

As a result, all Class A votes together would be capped at 49.9%.[S8] Class N shares have no vote except where law requires, but the same economic rights as Class A.[S8]

The S-1 also says the Long-Term Benefit Trust holds all the Class T stock. Through it, the trust can generally elect a majority of the board.[S8]

Where do you find the share classes in a filing?

The cover page. The 10-K and 10-Q covers list the number of shares outstanding for each class of common stock.[S10][S5]

"Description of capital stock". Regulation S-K Item 202 asks for each class's voting rights, dividend rights, conversion terms and transfer limits.[S1] An S-1 has this section. The 10-K repeats it in an exhibit for each class registered under the Exchange Act.[S2]

Risk factors. Meta's 10-K explains how Class B shares generally convert to Class A when transferred.[S4]

The proxy statement. Item 403 asks for every holder of more than 5% of any voting class. It also asks for management's holdings, class by class.[S3] Our guide on how to read a proxy statement shows the table.

What is a controlled company?

SpaceX's prospectus summarises Nasdaq's rule. A "controlled company" is one where a person or a group acting together holds more than 50% of the votes for electing directors.[S7]

Such a company may choose not to follow some Nasdaq governance rules. These include having a majority of independent directors and fully independent nominating and pay committees.[S7]

Meta's 10-K says it qualifies as a controlled company. So it is not required to have a majority-independent board, a compensation committee or an independent nominating function.[S4]

SpaceX said it intended to use certain of these exemptions after its offering.[S7] Anthropic's S-1 says it is a controlled company because the trust, as sole holder of Class T stock, can generally elect a majority of the board.[S8]

Can a company add a class later?

Yes. On Oct 21, 2026, Meta reported a new non-voting Class C stock. The board declared one Class C share as a dividend for each Class A and Class B share.[S6]

Meta said the restated charter would take effect on Jan 19, 2027, with the dividend paid after that.[S6] The information statement says Class C is meant for raising capital, employee pay and deals without diluting existing voting power.[S9]

How does Cityfort show share classes?

Each US stock page lists every share class in "Who owns it". It shows votes per share, who holds the class and its share of stock and votes.

See the Meta and SpaceX pages for two dual-class examples.

Check yourself

3 questions on what this page explains. Nothing is saved or scored.

  1. Q1 · On Meta's 10-Q cover for Oct 16, 2026, Class B was about 13.4% of shares. About what share of the votes did it carry?
    Show the answer

    The answer: About 61%

    Class B carries 10 votes a share and Class A one. 341.8 million Class B shares give 3,417.7 million votes, against 2,214.5 million Class A votes: about 60.7% of the total.[S5][S4]

  2. Q2 · Which company does Nasdaq treat as a 'controlled company', as SpaceX's prospectus summarises the rule?
    Show the answer

    The answer: One where more than 50% of the voting power for electing directors is held by a person or a group acting together

    SpaceX's prospectus says that under Nasdaq's listing rules, a company where more than 50% of the voting power for director elections is held by a person or group acting together is a controlled company.[S7]

  3. Q3 · In Anthropic's S-1, what fixes the founders' share of votes on general matters?
    Show the answer

    The answer: A single Class F share carrying 50.1% of the votes

    The S-1 says one Class F share, to be held by the co-founders' Founder LLC, will carry 50.1% of the voting power on matters put to stockholders generally. Class A votes would be capped at 49.9% in total.[S8]

Questions people ask

Do super-voting shares also get a bigger share of profits?
Not necessarily. SpaceX's financial statements say its classes of common stock have identical economic rights. Each filing's description of capital stock sets out dividend, conversion and voting rights class by class.[S7][S1]
What happens when a Meta Class B share is sold?
Meta's 10-K says transfers of Class B shares generally convert them into Class A shares, with limited exceptions such as some estate-planning or charitable transfers.[S4]
Can a share class have no vote at all?
Yes. Anthropic's S-1 describes Class N stock with no vote except where law requires, but the same economic rights as Class A. Meta's board has approved a non-voting Class C, under a restated charter Meta said takes effect on Jan 19, 2027.[S8][S6]
Where do I find who controls the votes?
In the proxy statement's beneficial ownership table. Regulation S-K Item 403 asks for holders of more than 5% of any voting class and management's holdings, with the percentage of each class.[S3]

Sources

  1. S117 CFR 229.202(a) (Regulation S-K Item 202): description of registrant's securities, capital stock (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  2. S217 CFR 229.601(b)(4)(vi) (Regulation S-K Item 601): exhibit describing registered securities in the annual report (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  3. S317 CFR 229.403 (Regulation S-K Item 403): security ownership of certain beneficial owners and management (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  4. S4Meta Platforms, Inc.: Form 10-K for fiscal year 2025, Item 1A risk factors on the dual class structure and controlled company status · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Jan 29, 2026
  5. S5Meta Platforms, Inc.: Form 10-Q for the quarter ended Sep 30, 2026, cover page (shares outstanding by class at Oct 16, 2026) · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Oct 22, 2026
  6. S6Meta Platforms, Inc.: Form 8-K (Items 1.01, 2.02, 8.01), non-voting Class C common stock and one-time stock dividend · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Oct 21, 2026
  7. S7Space Exploration Technologies Corp.: final prospectus (Form 424(b)(4)) for the Class A common stock IPO: cover, Management (Controlled Company Exemption), risk factors · Space Exploration Technologies Corp. (SEC EDGAR)Tier 1: company or exchange filing · Jun 12, 2026
  8. S8Anthropic, PBC: Registration Statement on Form S-1 (preliminary prospectus): prospectus summary, Management (Controlled Company Exemption), Principal Stockholders, Description of Capital Stock · Anthropic, PBC (SEC EDGAR)Tier 1: company or exchange filing · Oct 26, 2026
  9. S9Meta Platforms, Inc.: Preliminary Information Statement (Schedule 14C) on the restated charter and Class C common stock · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Oct 21, 2026
  10. S10Form 10-K, cover page instruction: number of shares outstanding of each class of common stock (form version SEC 1673, 02-25), accessed Oct 27, 2026 · U.S. Securities and Exchange CommissionTier 1: company or exchange filing · Oct 27, 2026

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