Meta Platforms announced plans Wednesday to create a new class of nonvoting shares, a move the company says will give it more ways to fund its artificial intelligence expansion while keeping CEO Mark Zuckerberg in control of the business. The new Class C common stock, detailed in Meta’s third-quarter earnings release and a Reuters report published Oct. 21, 2026, arrives alongside a tightened capital spending forecast as the company pours money into its AI buildout.
The announcement ties together two major financial moves: a fresh stock structure meant to give Meta more flexibility to raise capital, and an updated spending plan that signals just how much the company expects to spend chasing AI dominance this year. It also landed on a strong earnings day. Meta reported third-quarter revenue of $64.60 billion, up 26% from a year earlier and ahead of Wall Street’s $63.37 billion estimate, according to LSEG data cited by Reuters. Shares rose more than 4% in extended trading.
The Details Behind The New Share Class
Meta’s board approved the new class of publicly listed, nonvoting Class C stock, which takes effect Jan. 19, 2027. Rather than selling the shares outright, Meta will hand them to current investors through a one-time stock dividend: one Class C share for every Class A and Class B share they already own. The board will set the record and payment dates later.
Meta expects that dividend to affect the price of its Class A stock much like a two-for-one split. Because the new shares carry no voting rights, the payout will not change any shareholder’s voting power, and Zuckerberg retains his control over Meta’s governance even as the company’s share count grows. Meta also signed a Founder Alignment Agreement with Zuckerberg that sets terms on how he can sell the Class C shares he receives.
According to the company, the new class gives Meta a way to raise capital, pay employees and pursue potential acquisitions without diluting voting power. Reuters framed the move as a tool to fund deals and hold on to top talent as competition for AI expertise heats up.
Zuckerberg struck an upbeat tone in the earnings release. “Our investments are paying off, the core business is strong, and we’re seeing velocity across the board,” he said.
What It Means For Meta’s AI Spending
The share-class plan lands alongside a revised capital expenditure forecast. Meta now expects 2026 capital spending, including principal payments on finance leases, of $135 billion to $145 billion. That lifts the low end of its previous $130 billion to $145 billion range by $5 billion.
That narrower, higher floor signals Meta expects spending to stay elevated rather than come in on the low end of earlier guidance. The forecast covers spending across the whole company, though AI infrastructure such as chips and data centers drives much of it. The cost is showing up on the books, too: Meta’s free cash flow turned negative at $2.12 billion for the quarter.
The stock dividend itself will not raise any cash. Meta may sell Class C shares later, but it has not said how many, at what price or when, nor how any proceeds would be divided among acquisitions, compensation and other uses.
Context Within The Broader AI Race
Meta’s move comes as Silicon Valley’s largest companies compete aggressively for AI talent, computing infrastructure and acquisition targets, with Meta squaring off against rivals including OpenAI and Anthropic. Creating a nonvoting share class is one way a founder-led company can keep pace with that spending without giving up decision-making authority.
What’s Next
The Class C stock takes effect Jan. 19, 2027, and Meta’s board will announce the record and payment dates for the dividend at a later date. Meta plans to list the new shares on Nasdaq once they are issued, while its Class A stock continues to trade there. More detail is expected in an upcoming filing and information statement with the Securities and Exchange Commission. Meta’s fourth-quarter report, for a period the company expects to bring revenue of $73 billion to $76 billion, could also shed more light on how it plans to use the new stock.
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