Meta creates non-voting Class C stock to fund AI push

Meta Platforms is adding a third class of stock: listed Class C shares with no voting rights, to be used for raising equity, paying staff and buying companies as its AI bill grows. The plan came with third-quarter results on Wednesday, October 21, with terms in a Form 8-K and a preliminary information statement.

How the Class C shares work

The board approved it on Monday, October 19, on an independent committee's advice, and Mark Zuckerberg's holding entities, with about 56.1% of the vote, consented in writing a day later. After the new charter takes effect on Tuesday, January 19, 2027, each Class A and Class B share gets one Class C share as a dividend. Meta plans to list Class C on Nasdaq, sell it in offerings over time, and let staff awards be paid in it.

Zuckerberg held about 60.6% of the vote on October 1. Under a new agreement, 80% of the Class C shares he receives can generally be sold only if he sells or converts an equal number of his voting shares, with 2.5% of his total Class C shares released each quarter he stays in a full-time leadership role.

Why Meta wants a new way to raise money

Third-quarter capital spending of $34.91 billion left free cash flow at negative $2.12 billion. Meta narrowed its 2026 capital expenditure outlook to $135 billion to $145 billion, and long-term debt reached $80.92 billion, up from $58.74 billion at the end of 2025.

Per the information statement, Zuckerberg would not back a large issue of new Class A shares that cut his voting power, and borrowing at the scale management considered could have hurt Meta's credit ratings. The committee also wanted to act before rivals soak up available capital, though it judged that Meta has enough for current needs. CFO Susan Li said on the call that the stock will "expand our funding tools," according to The Verge.

Meta said on the call that Muse, its AI agent, has passed 10 million users. Zuckerberg said Meta wants enough compute for Muse to reach more than a billion people, and expects to cut its running cost per unit of work more than tenfold over the next year, TechCrunch reported.

What we don't know yet

• When Meta will make its first Class C offering, and how large it will be.
• How far Class C will trade below Class A.
• The dividend's record and payment dates, and Meta's 2027 spending plan, which it says is still being built.