Meta Platforms (NASDAQ: META) is restructuring its capital base to sustain heavy spending on artificial intelligence while protecting the voting control of CEO Mark Zuckerberg. During its third-quarter earnings call on Wednesday, the parent company of Facebook and Instagram disclosed plans for a new class of publicly traded, non-voting Class C shares.
The structure is set to take effect in January 2027, with trading expected to begin later that month.
Existing holders of Class A or Class B shares will receive one new Class C share for each share they already own.
The move is expected to function much like a two-for-one stock split in terms of market price impact on Class A shares, yet it will leave voting power unchanged for current shareholders.
Company executives described the new shares as a practical tool for raising capital, compensating employees, funding potential acquisitions, and meeting other corporate needs.
By issuing equity that carries no voting rights, Meta can expand its financing options without eroding the founder-led governance model that has defined the firm since its early days.
Zuckerberg currently maintains majority voting influence through his holdings of high-vote Class B shares.
The board’s special committee of independent directors endorsed the change, and the company entered a Founder Alignment Agreement governing aspects of Zuckerberg’s future sales of the new shares and conditions for any additional distributions.
The announcement followed what the company characterized as significant progress on AI products.
Zuckerberg highlighted the launch of Muse, a personal AI agent, and Muse Wonder, described as Meta’s first frontier model, as steps toward delivering personal superintelligence more broadly.
In the weeks after Muse’s early September debut in the United States and Canada, more than 10 million people set up the agent.
Roughly a quarter of those users engage with it on a typical day, with shopping emerging as a leading activity and average transaction sizes exceeding $200 in some cases.
Management indicated that efficiency improvements are expected to lower operating costs substantially over the next year as the product scales.
Financial results for the third quarter reinforced the company’s ability to fund these efforts through its core business.
Revenue rose 26 percent year over year to $64.6 billion, surpassing analyst expectations of roughly $63.4 billion.
Advertising, which still accounts for the vast majority of sales, drove the increase.
The company guided for fourth-quarter revenue of $73 billion to $76 billion, a range whose midpoint sits above the roughly $73.7 billion consensus estimate.
Full-year capital expenditures, including finance lease payments, are now projected at $135 billion to $145 billion, with the lower bound raised from a prior $130 billion floor.
Third-quarter capital spending alone reached nearly $35 billion.
On the same day, a New Mexico court ordered Meta to pay $25 billion in penalties following a jury finding that the company had made misleading statements to consumers in connection with the 2018 Cambridge Analytica data controversy.
The judge reduced an initially larger calculated figure to $25 billion.
Meta has indicated it will appeal.
The case stems from earlier revelations that a third-party firm obtained data on tens of millions of Facebook users without proper consent.
While the penalty represents a substantial legal setback, the company’s core advertising engine continues to generate the cash flow that underpins its AI infrastructure build-out and product development.
Taken together, the earnings beat, elevated spending outlook, and capital-structure change illustrate Meta’s determination to compete aggressively in AI.
By creating a non-voting share class, the company aims to secure additional resources for data centers, talent, and model development without shifting control away from its longstanding leadership. Investors will now watch whether the early traction of Muse and related models translates into durable new revenue streams capable of justifying the scale of investment.
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