Meta Plans Non-Voting Class C Shares as AI Spending Floor Rises to $135 Billion

Meta is creating a new class of non-voting stock as it commits more money to artificial intelligence and seeks ways to finance its expansion without changing existing shareholders’ voting power. The plan accompanied third-quarter results showing $64.60 billion in revenue and negative free cash flow of $2.12 billion.

The company raised the lower end of its 2026 capital-expenditure outlook to $135 billion, leaving the upper end at $145 billion. The earlier range was $130 billion to $145 billion. Raising the floor is not the same as increasing both ends of the forecast.

How the share plan would work

Meta’s board approved publicly listed Class C common stock with no voting rights. The company intends to establish it through an amended Delaware charter effective January 19, 2027, and declared a contingent dividend of one Class C share for every outstanding Class A or Class B share.

The company says the record and payment dates will be decided later. It expects the Class A market price to reflect the effect of a two-for-one split after the distribution, but says the dividend will not change any shareholder’s voting power. That makes the plan more specific than a conventional split of identical voting shares.

Meta says the new class can support capital raising, employee compensation and acquisitions while preserving its founder-led structure. Approval of that flexibility does not mean every future financing or acquisition has already been announced.

Muse strengthens the growth story, but costs remain

Reuters reported that Mark Zuckerberg said more than 10 million people in the US and Canada had set up Muse accounts in about a month and a half. Accounts are not the same metric as downloads or paying subscribers, and the figure does not establish profitability.

Meta’s third-quarter revenue rose 26% year over year, while operating income fell 37% to $12.99 billion. Costs included a $9.89 billion charge related to its previously announced agreement over teen mental-health litigation. The company reported diluted earnings of $3.83 per share; its $7.40 figure excludes that charge and should not be presented as the reported result.

For the fourth quarter, Meta forecast revenue of $73 billion to $76 billion. The spending plan and AI revenue expectations remain forward-looking, making the pace of monetization and cash generation central questions after the stronger sales report.

Sources

• Meta: official Q3 results, outlook and Class C plan
• Reuters: Muse strategy and earnings-call reporting