Meta to Create Non-Voting Stock Class to Fund AI Expansion

Meta used its third-quarter earnings call on Wednesday to confirm a structural change to its equity: the company will create a new class of non-voting capital stock and distribute it to all existing shareholders through a stock dividend. The move gives Meta a publicly traded currency it can use for capital raising, employee compensation, acquisitions and other corporate purposes without diluting the voting power that keeps Mark Zuckerberg and the current Class A and B holders in control.

What the new share class actually does

CFO Susan Li described the instrument during the call, saying the company created the class "with the purpose of creating a publicly traded non-voting stock usable for capital raising, employee compensation, acquisitions, and other general corporate purposes while preserving the voting power of existing Class A and B shareholders." The shares will be issued as a dividend to everyone already holding Meta equity, so existing investors receive the new stock rather than having to buy into it.

The design is a familiar one in technology, where dual- and multi-class structures let founders raise large amounts of capital while retaining control. By separating economic ownership from voting rights, Meta can hand out stock to employees or use it as acquisition currency without shifting the balance of power. Li said the structure preserves the company's "founder-led structure" and expands its "funding tools," giving it flexibility to invest behind what she called the unprecedented momentum across every part of the business, driven by AI.

Why Meta needs the flexibility now

The timing reflects the scale of Meta's artificial intelligence spending. The company reported $64 billion in revenue for the quarter, up 26% year over year, beating Wall Street expectations. Costs and expenses rose faster, climbing 68% year over year, a gap that illustrates how aggressively Meta is building out AI infrastructure and products.

Its product line has expanded quickly. Meta released several models this year, including Muse Spark and Muse Glimmer, and in recent weeks added Muse Wonder and Muse Spark Open, an open-weight model whose parameters are publicly available for outsiders to use and build on. It also launched a coding agent for developers called Muse Code, and at Meta Connect announced a line of avatars for its AI assistant, Meta Muse, aimed at making the service more relatable.

Adoption numbers are backing the investment case, at least in the near term. Zuckerberg said that in a month and a half, more than 10 million people in the U.S. and Canada had set up Muse personal agents, with the product holding the top spot in the App Store almost every day. "Now that Muse has clear product-market fit, we are entering a new phase and a more operational phase that is focused on scaling it," he said, adding that the company expects the product to eventually serve billions of people.

Reality Labs still weighs on the balance sheet

Not every part of Meta is scaling profitably. Reality Labs, the division behind its AR glasses, VR headsets and VR software, continues to lose money, though the company expects those losses to shrink from 2025 levels to between $18 billion and $19 billion. The new stock class does not change that arithmetic, but it does give Meta more ways to finance the AI side of the business without tapping conventional debt or further concentrating voting control.

Legal and regulatory overhang

Li also flagged risks that could affect the company's financial results, noting that Meta continues to monitor active legal and regulatory matters. She pointed specifically to scrutiny over youth-related issues in several markets and a number of youth-related trials scheduled in the coming months in the United States. Those proceedings represent a separate source of uncertainty from the AI buildout, but they sit alongside it on the same risk register.

What to watch

The immediate question for investors is the mechanics of the dividend: how many new shares will be issued, at what ratio, and when they will begin trading. Those details determine how much economic value is being carved out and how the market prices a non-voting Meta share relative to the voting stock. For developers and enterprise buyers, the more consequential signal is strategic. Meta is converting its equity into a flexible funding instrument explicitly tied to AI investment, which suggests the company expects its model development, agent products and infrastructure spending to keep growing well beyond the current quarter.

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