Meta creates non-voting Class C stock and plans up to $145 billion in capital spending
On 21 October 2026, with its third-quarter results, Meta said its board approved a new listed, non-voting Class C stock, effective 19 January 2027. Shareholders get one Class C share for each Class A and Class B share. Meta also expects 2026 capital spending of $135 to $145 billion, and says the new shares help it fund AI-era growth.
The short version
- 01Meta's board approved a new listed, non-voting Class C common stock, effective 19 January 2027.
- 02A one-time dividend gives one Class C share for each Class A and Class B share. Meta says it changes no one's voting power.
- 03Meta says the stock is for capital raising, employee pay, possible acquisitions and general purposes.
- 04It expects 2026 capital spending of $135 to $145 billion, narrowed from $130 to $145 billion.
- 05Third-quarter revenue was $64.6 billion, up 26%.
At a glance
| Announced | 21 October 2026 |
|---|---|
| Company | Meta Platforms |
| New stock | Class C common stock, non-voting |
| Effective | 19 January 2027 |
| Dividend | One Class C share per Class A or B share |
| 2026 capital spending | $135 to $145 billion |
| Q3 revenue | $64.6 billion, up 26% |
| Status | Confirmed |
What is Meta's new Class C stock?
In its third-quarter 2026 results, published on 21 October 2026, Meta said its Board of Directors approved a new class of publicly listed, non-voting Class C common stock, with an effective date in January 2027.
Meta intends to file the change in Delaware with an effective date of 19 January 2027, and to qualify the Class C stock for listing on Nasdaq. Class A stock keeps trading on Nasdaq.
What happens to current shareholders?
The Board declared a one-time stock dividend of one Class C share for each outstanding Class A and Class B share. The record and payment dates will be set later.
Meta expects the Class A market price to reflect the effect of a two-for-one stock split after the payment date. It says the dividend will not change the voting power of any shareholder.
Why does Meta want non-voting shares?
Meta lists capital raising, employee compensation, potential acquisitions and other general corporate purposes. It says the scale of investment required to compete, expand infrastructure and pursue new initiatives amid the AI transformation is significant.
Meta also says the move continues the founder-led model under Mark Zuckerberg. A Special Committee of independent directors recommended it, and shareholders approved the change by written consent. Meta also entered into a Founder Alignment Agreement with Zuckerberg.
How much is Meta spending?
Meta expects 2026 capital expenditures, including principal payments on finance leases, of $135 to $145 billion, narrowed from $130 to $145 billion. Third-quarter capital expenditures were $34.91 billion.
Meta also raised its 2026 total expense outlook to $175 to $179 billion, to include a $9.9 billion charge related to legal proceedings recognized in the third quarter. It says it expects to keep "investing aggressively" beyond 2026.
How did Meta do in the quarter?
Third-quarter revenue was $64.6 billion, up 26% from $51.2 billion a year earlier.
Zuckerberg said Meta hit "major milestones this quarter toward delivering personal superintelligence for everyone," including launching Muse and Muse Wonder, its first frontier model.
Our investments are paying off, the core business is strong, and we're seeing velocity across the board.
Mark Zuckerberg, Meta founder and CEO
Why does it matter?
Meta can issue new shares to raise money or pay staff without giving buyers a vote. For a company spending well over $100 billion a year, that is a new way to pay for it.
What's next?
The Class C stock takes effect on 19 January 2027. Meta says more information will come in a Form 8-K and an information statement filed with the US Securities and Exchange Commission.
Questions people ask
What is Class C stock?
A new class of Meta common stock that is publicly listed and has no vote.
When does it start?
Meta gives an effective date of 19 January 2027.
Do I get Class C shares?
Holders of Class A and Class B shares will get one Class C share for each, through a one-time stock dividend. The dates are not set yet.
Does this change who controls Meta?
Meta says the stock dividend does not change the voting power of any shareholder.
How much is Meta spending this year?
It expects capital expenditures of $135 to $145 billion in 2026.
Sources
Why "Confirmed"? We label a story "Confirmed" when the company or government announced it itself. Spotted an error? Email hello@openloopnews.com and we will correct it.
