Meta Plans Non-Voting Class C Shares to Fund AI Spending While Preserving Zuckerberg Control

Meta Platforms (META-US) plans to issue a new non-voting Class C stock to fund AI investments, acquisitions and employee compensation while preserving CEO Mark Zuckerberg's control, with trading expected to begin in January 2027. Existing holders of Class A and B shares will receive one Class C share per share held, an effect similar to a 2-for-1 split. The distribution itself raises no new capital, but Meta could later issue Class C shares to raise funds or pay for acquisitions and staff compensation. Meta projects 2026 capital expenditure of $135 billion to $145 billion for data centers, chips and computing infrastructure, and said heavy reliance on debt could pressure its credit rating, prompting a desire for more equity financing flexibility. As of October 1, Zuckerberg held about 13.4% of equity but roughly 60.6% of voting power through high-vote Class B shares. Under the arrangement, only 20% of the Class C shares he and certain transferees receive would be immediately freely sellable, with the rest restricted.