Meta creates a non-voting Class C stock it can sell to pay for its growth, as quarterly capital spending reaches $34.9bn

Meta said in its third-quarter results on 21 October that its board “has approved the establishment of a new class of publicly listed, non-voting Class C common stock,” with an effective date of 19 January 2027. Each Class A and Class B share will receive one Class C share as a dividend, and Meta intends to list the new shares on Nasdaq. The release says “The stock dividend will not change the voting power of any shareholder.” A special committee of independent directors recommended the plan.

Meta's information statement, filed the same day, says shares without votes would let it raise equity without diluting the votes of existing holders, and ties the scale of investment it needs to AI. It says Mark Zuckerberg told the special committee he would not support a significant equity financing that reduced his voting power. Holders of about 56.1% of the voting power approved the change by written consent on 20 October, so there will be no shareholder meeting.

The quarter's figures show the spending behind it. Revenue was $64.6bn, up 26% on a year earlier. Capital expenditures, including principal payments on finance leases, were $34.91bn, and free cash flow was negative $2.12bn. Meta now expects 2026 capital expenditures of $135bn–145bn, “narrowed from our prior outlook of $130-145 billion.” Operating income was $13.0bn, down 37%, after a $9.89bn charge for an agreement with 52 attorneys general to resolve teen mental health litigation. Meta forecast fourth-quarter revenue of $73bn–76bn.

Meta's shares slipped 1.9% after it introduced the non-voting shares, Reuters reported on 22 October. Nasdaq futures slid more than 1% that morning, as Reuters said Tesla's and Meta's results did little to ease concerns over AI spending and oil prices rebounded.

• Confirmed Meta's board approved a non-voting Class C stock, effective 19 January 2027, paid as one Class C share for each Class A and Class B share. Meta, Q3 2026 results (SEC 8-K, Exhibit 99.1)
• Confirmed Holders of about 56.1% of the voting power approved the charter change by written consent on 20 October; no meeting will be held. Meta, preliminary information statement (SEC PRE 14C)
• Confirmed Third-quarter capital expenditures were $34.91bn and free cash flow was negative $2.12bn; the 2026 capex outlook is now $135bn–145bn. Meta, Q3 2026 results (SEC 8-K, Exhibit 99.1)
• Reported Meta's shares slipped 1.9% after it introduced the non-voting shares to help fund its AI push, Reuters reported on 22 October. Reuters, via Yahoo Finance