Meta to Issue Non-Voting Class C Shares to Fund AI Expansion While Preserving Zuckerberg's Control

Meta Platforms ($META) announced plans to issue publicly traded, non-voting Class C shares starting in January 2027. Distributed as a one-for-one dividend to Class A and Class B shareholders—functioning effectively as a two-for-one stock split—the new equity class will serve as corporate currency for acquisitions, capital raises, and employee compensation without diluting CEO Mark Zuckerberg's majority voting power.
The structural move comes as Meta's artificial intelligence buildout exerts heavy pressure on its cash flows. Capital expenditures reached $34.91 billion in the third quarter alone, swinging free cash flow to negative $2.12 billion despite total Q3 revenue climbing 26% year-over-year to $64.6 billion. Meta forecasts full-year capital spending between $135 billion and $145 billion as it scales data center construction, high-performance silicon procurement, and its new Muse AI agent, which reached over 10 million North American users within six weeks.
Alongside the issuance, Meta entered into a Founder Alignment Agreement with Zuckerberg to safeguard executive governance continuity. While existing shareholders receive additional shares without immediate dilution of relative voting influence, the structure grants Meta an avenue to issue new equity and fund sustained AI capital requirements without issuing voting stock to new investors.