Ownership · Cap Table · Voting

Who owns SpaceX — and who controls it.

The S-1 filed May 20, 2026 discloses a dual-class capital structure that hands public investors the economics of SPCX while retaining majority voting power for Elon Musk and a tight circle of pre-IPO insiders. This page lays out the share classes, principal stockholders, the pre- and post-IPO float math, and the dilution every retail buyer should know before pricing on June 11.

Share Classes
2
Class A & Class B common
Class B Voting
10×
vs. 1× for Class A
Musk Voting
~54%
Post-IPO total voting power
Public Float
~4.3%
Class A offered at $75B raise
Pre-IPO Tender Rounds
$180→350B
Three rounds 2023–2025
Lock-up Expiry
Dec 9 '26
180 days from pricing
Dual-Class Structure

One company, two classes of stock.

PER S-1 ARTICLE IV

SPCX uses a dual-class capital structure that is now standard across founder-led tech companies. Class A is what the public buys and what trades. Class B carries supervoting rights and is held by insiders. The structure mirrors Meta, Alphabet, and Palantir — and is more shareholder-friendly than Snap's 2017 IPO, which issued non-voting Class A shares only.

Class A Common

Public stock

1 vote / share

Sold to the public at IPO. Trades under SPCX on Nasdaq Global Select and Nasdaq Texas. Receives full economic rights — dividends (none declared) and pro-rata participation in any liquidation. One vote per share at the annual meeting.

Class B Common

Insider supervoting

10 votes / share

Held by Elon Musk, Gwynne Shotwell, and certain pre-IPO holders. Not publicly traded. Identical economic rights to Class A but 10× voting power. Converts to Class A on the earlier of the founder's death, certain incapacity events, or transfer outside a permitted holder.

Why the structure matters: Even with $75B of Class A sold to the public — diluting outside holders to ~4.3% of the post-money equity — Class B holders led by Elon Musk retain majority voting power. A retail SPCX share buys you economic exposure, not influence. This is intentional and disclosed across multiple pages of the S-1.
Principal Stockholders

Who holds what, per the S-1 disclosure.

SEC RULE 405 · >5% HOLDERS

The S-1's principal stockholders table names every direct holder of more than 5% of outstanding shares, plus all directors and executive officers. The disclosed positions:

HolderRoleShare class & position
Elon Musk CEO / Chief Engineer / Chairman Majority of Class B; controls ~54% of total voting power post-IPO
Antonio Gracias Board member; Valor Equity Partners founder ~503.4M Class A shares (~7.3% of Class A)
Luke Nosek Founders Fund co-founder; early investor 33M Class A shares
Gwynne Shotwell President & Chief Operating Officer 7.1M Class B shares (supervoting)
Founders Fund Early-stage investor (multiple rounds since 2008) Significant Class A position — exact stake disclosed in S-1 Exhibit 4.1
Alphabet Inc. Strategic investor (2015 round) ~7M Class A shares from the original $1B Series G allocation
Valor Equity Partners Long-time growth investor Held via the Gracias position above; additional fund-level participation
Employees (current + former) Vested options + RSUs from internal liquidity programs Several hundred million Class A shares cumulatively, subject to lock-up

Source: SpaceX S-1, principal stockholders table. Stakes shown are pre-IPO positions; post-offering counts will adjust for new Class A issued and any exercised greenshoe.

Pre-IPO Tender Rounds

How SpaceX's private valuation got from $180B to $1.75T.

2023–2026 SECONDARY TENDERS

SpaceX has run a series of structured tender offers — recurring opportunities for employees and earlier investors to sell shares back to the company or to incoming late-stage funds at company-set prices. The S-1 discloses three sets of relevant valuation marks:

DateTypeImplied valuation
Dec 2023Employee tender~$180B
Dec 2024Employee + new-investor tender~$210B
Jul 2025Late-stage growth round~$350B
Feb 2026xAI all-stock merger close$1.25T (combined)
May 2026S-1 target$1.75T

The cadence from $350B in mid-2025 to a $1.75T target a year later is the question every IPO analyst is being asked. The S-1 attributes the step-up to four factors: (1) the absorption of xAI at the disclosed $250B mark, (2) Starlink's revenue growth from $7.7B to $11.4B over those twelve months, (3) realized progress on Starship orbital flight tests, and (4) a broader re-rating of "platform" AI businesses. Skeptics point to the same multiple expansion as a hot-IPO premium — see our valuation analysis for both sides.

Post-IPO Dilution

What your Class A share is actually a share of.

PRO FORMA · POST $75B RAISE

At a $1.75 trillion enterprise valuation and a $75 billion gross raise, the offering represents approximately 4.3% of the post-money equity. The post-IPO ownership stack — Class A and Class B combined, on an as-converted economic basis — breaks down approximately as follows:

Holder groupEconomic %Voting %
Elon Musk & affiliates (Class B)~38%~54%
Founders, executives, directors (Class B)~4%~9%
Existing growth investors & tender participants (Class A)~31%~17%
Employees & former employees (Class A, vested)~16%~9%
Strategic holders — Alphabet, Founders Fund (Class A)~7%~3%
Public Class A (IPO buyers)~4.3%~2.4%
Treasury / unallocated employee pool~0.7%~0.6%

Pro forma estimate. Final percentages depend on the share count and price set in the first S-1/A and on any greenshoe exercise.

Two things to internalize: First, the public is buying a thin float. A 4.3% public float at a $1.75T valuation means SPCX could trade with significant supply/demand sensitivity, especially before lock-up expiry. Second, the voting math is structural — Musk's ~54% voting position is locked in by the 10× Class B ratio and cannot be diluted away by future Class A issuance unless Class B converts.
Lock-up & Supply Overhang

December 9, 2026 — the date the float roughly quintuples.

180-DAY STANDARD LOCK-UP

The S-1 names the standard 180-day lock-up on officers, directors, and pre-IPO stockholders. Counting forward from a June 11 pricing date, the lock-up expires on or around December 9, 2026. After that date, the only sales restriction on insiders is Rule 144 — which limits affiliate sales to 1% of outstanding per quarter — and any continuing contractual restraints.

The volume that becomes eligible to sell at lock-up expiry is roughly:

  • Employee + former employee holdings across two decades of options grants and tender-eligible RSUs.
  • Late-stage growth investors who bought into the 2023, 2024, and 2025 tender rounds at $180B, $210B, and $350B valuations.
  • Strategic and corporate holders including Alphabet, the Founders Fund, and Valor Equity Partners.
  • Sovereign and family office holders who participated in pre-IPO tenders.

None of these holders are required to sell, and many institutional growth funds have well-documented multi-year holding mandates. But the overhang is mathematically large: the public float at IPO is ~4.3% while the eligible-after-lock-up supply is several multiples of that. The historical pattern in dual-class IPOs is for the stock to weaken into the lock-up date and to recover as initial sales clear.

What to track: Form 144 filings (advance sale notices required of affiliates), 13G/13D filings from new institutional positions, and any registered secondary offering announcements between June and December. Bookrunners can also release sub-sets of the lock-up early — that disclosure typically comes as an 8-K or in a press release.

For broader IPO mechanics see the IPO details page. For company-side risk language see the risk factors page.

Governance Comparables

Dual-class isn't unusual — but the ratio matters.

PUBLIC PEER STRUCTURES

Investor objections to dual-class structures are common but rarely binding — index inclusion forces most large institutional accounts to hold these names anyway. The relevant peer set:

IssuerRatioNotes
SpaceX (SPCX)1 / 10Class A 1 vote; Class B 10 votes. Sunset on founder death / incapacity.
Meta Platforms (META)1 / 10Zuckerberg retains majority voting via Class B.
Alphabet (GOOG / GOOGL)1 / 10 / 0Class A (1 vote) / Class B (10 votes) / Class C (no vote).
Snap (SNAP)0 / 1 / 10IPO sold non-voting Class A only — most extreme structure on record.
Palantir (PLTR)1 / 10 / variableClass F shares give founders a floor of ~49.999% voting power.
Saudi Aramco (2222.SR)1 / 1Single class — but ~98% government-controlled at listing.

See our comparisons page for full peer side-by-side on revenue, margin, and multiple.

Disclaimer: SpaceXChart is an independent information site and is not affiliated with, endorsed by, or connected to Space Exploration Technologies Corp., Elon Musk, or any underwriter. Ownership and cap table figures are sourced from the SpaceX S-1 filed May 20, 2026 and from publicly reported tender-round disclosures. Pro forma percentages are estimates based on disclosed inputs and the targeted $75B raise at $1.75T valuation; final numbers will appear in the first S-1/A amendment. Nothing on this site constitutes investment advice or a securities solicitation. Read our full disclaimer, privacy policy, and terms of use.