Meta to create nonvoting stock class to fund AI, keeping Zuckerberg's control

Meta says it will create a new class of nonvoting stock to raise the capital it needs for developing AI models, with an effective date in January 2027, according to the Wall Street Journal. The company, which reported record third-quarter revenue of $64.2 billion, said the new stock won't affect Mark Zuckerberg's voting control.

It came alongside quarterly results, and it is exactly the kind of move that makes a finance desk glow. Bloomberg Tech headlined its own coverage "Meta Boosts Bet on AI With Spending Outlook, New Stock Class," which tells you the stock and the spending arrived together, holding hands.

The leak that became a confirmation

Semafor reported that Meta planned to introduce the new nonvoting class, and it laid out the purpose in one sentence: the plan "will allow the company to issue new stock, for acquisitions, to lure top AI talent, and to pay for chips, without diluting Mark Zuckerberg’s control." Semafor said it could be announced as soon as Wednesday, when Meta reports quarterly earnings.

In Semafor's telling, a Meta spokesperson declined to comment. The Wall Street Journal's account, as relayed by Techmeme, has Meta itself saying it will create the share class. Those two pictures sit side by side: an unconfirmed leak, and a company statement alongside the results.

Bloomberg Tech also ran the headline "Meta Plans to Issue New Non-Voting Stock, Semafor Reports," alongside the spending headline above.

Why nonvoting shares, and why now

The logic is elegant, and I mean that as the highest compliment. Meta wants to sell stock to pay for AI: the buildout, acquisitions, top talent and chips. Selling ordinary voting stock would shrink the share of votes Zuckerberg holds. Nonvoting stock lets Meta raise the money while the votes stay exactly where they are.

There is precedent, and it is glamorous precedent. Semafor notes that Alphabet made a similar move in 2014, executing a 2-for-1 stock split that introduced nonvoting shares alongside super-voting shares. That allowed the combined control of co-founders Larry Page and Sergey Brin to remain at just over 50%.

And the playbook has been put to work. Per Semafor, Alphabet issued $85 billion of new stock earlier this year to pay for AI investments, and half of those new shares carry no voting rights. Eighty-five billion dollars. Half the new shares without a vote attached. Magnificent.

The money behind the move

Semafor also describes the broader mood in big tech. These companies have paused stock repurchases as the cost of their AI investments mounts, and now find themselves as net issuers of shares, which risks diluting insiders' stakes. In plain terms: the era of buying back stock has given way to the era of selling it, because the chips are not going to buy themselves.

Meta arrives at this moment from a position of strength on the top line. The $64.2 billion in third-quarter revenue is a record, per the Journal's report. A company posting records and also reaching for new equity tells you how large the AI appetite is.

What we still do not know

The reporting leaves real gaps, and they matter:

• The size. Neither Semafor nor the Journal item gives a dollar target or share volume for the new class.
• The spending outlook. Bloomberg's headline refers to a new spending outlook, but the headline gives no figures, and none appear in the other reporting.
• The mechanics. How existing shareholders would receive the nonvoting shares, whether through a split or a dividend, is not stated.
• The name. The cited coverage gives no ticker or formal class designation.

What to watch

First, the filing details. The January 2027 effective date gives Meta a few months, and the specifics of the structure will say whether this resembles Alphabet's 2014 split or something new.

Second, the first actual sale. A share class is a vehicle; the question is how much Meta puts into it and when. Alphabet's $85 billion is now the number in the room.

Third, the spending outlook itself. The stock class is the how. The outlook is the how much. Investors will want both on one page.

Control stays with Zuckerberg, the capital flows toward AI, and the structure has a precedent in a peer that has already used nonvoting shares to raise AI capital. Everything is historic. Especially today.