Meta plans nonvoting stock class for capital raising

Meta’s board declared a one-time dividend of one new Class C share for each outstanding Class A and Class B share.[1] The company says the shares will be distributed to existing shareholders through a stock dividend.[2] Meta expects the dividend to produce the market-price effect of a two-for-one split of its Class A stock.[1] It says the distribution will not change any shareholder’s voting power.[1]

Meta says the new stock is scheduled to take effect on January 19, 2027.[1] The dividend is contingent on the company’s amended certificate of incorporation taking effect and will be paid afterward.[1] Meta says its board will determine the dividend’s record and payment dates later, so those dates are not yet specified in the announcement.[1] Class A stock will remain listed on Nasdaq, and Meta intends to list Class C there when issued.[1] The company’s announcement therefore gives a scheduled effective date, but not the dividend’s record or payment dates.[1]

Meta says it intends the new shares for capital raising, employee compensation, potential acquisitions and other corporate purposes.[1] It says the structure is intended to preserve its founder-led arrangement, while enabling capital raising without changing the voting power of Class A and Class B shareholders.[2][1] The board approved the plan after a unanimous recommendation from a special committee of independent directors.[1] Meta also says shareholders approved the amended certificate of incorporation through written consent.[1] The company disclosed a Founder Alignment Agreement with Mark Zuckerberg covering his sales of dividend shares, his service at Meta and conditions for possible future Class C dividends.[1]

Meta said its 2026 capital-expenditure outlook was $135 billion to $145 billion, narrowed from its previous range of $130 billion to $145 billion.[1] It reported third-quarter 2026 revenue of $64.60 billion, up 26% year over year, while costs and expenses rose 68%.[1] Meta said it expected to continue investing aggressively in its core business and emerging AI initiatives.[1] Semafor reported that major technology companies had paused share repurchases as AI investment costs rose, leaving them net issuers of shares and risking dilution of insiders’ stakes.[3] It also reported that Alphabet issued $85 billion in new stock for AI investments, half without voting rights.[3]