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Meta Creates Non-Voting Class C Stock in 2-for-1 Split to Fund AI Spending

Published
Score
18

Why it matters

Meta reported third-quarter revenue of $64.6 billion, up 26% year over year, and announced a recapitalization that creates a non-voting share class. The board approved a dividend of one Class C share for each Class A and Class B share, effective January 19, 2027. Economically the move works like a two-for-one split, but the new shares carry no votes. Shareholders are not voting on it. Entities tied to Mark Zuckerberg and Priscilla Chan control 56.1% of voting power and approved the plan on Tuesday. Meta says the shares will let it raise capital, pay employees, and fund acquisitions without diluting voting control. The same day, Meta booked a $9.89 billion charge tied to an August settlement with 52 state attorneys general over teen mental health, which cut operating income 37%.

Several points remain open. Zuckerberg can immediately sell up to 20% of his Class C shares, roughly 10% of his total economic stake, and the filing says that includes funding a potential tax under California Proposition 40, which has not been enacted. A New Mexico judge reportedly ordered a separate $25 billion payment, but it is not reflected in this quarter's results. The stock fell about 6.5% in early Thursday trading, and Meta's free cash flow was negative $2.12 billion, the first such result since it became a public company. Analysts read the new share class as a signal that more spending is coming, and the company now expects 2026 capital expenditures of $135 billion to $145 billion.

For attorneys, the governance terms are the main thing to track. Zuckerberg has agreed to keep his primary residence in California for eight years, and his new shares are stapled to his voting shares and released over the same period. Google used a similar non-voting Class C structure in 2012, which gives practitioners a precedent to examine in shareholder litigation and proxy disputes. Watch for challenges to the no-vote approval, the Proposition 40 outcome, the New Mexico judgment, and how Meta's fourth-quarter results compare with its guidance of $73 billion to $76 billion in revenue.

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