Meta’s non-voting shares give it new AI currency without diluting founder control

On its third-quarter earnings call, Meta confirmed it will create a new class of non-voting capital stock, distributed to existing shareholders through a stock dividend, TechCrunch reports. Semafor first reported the plan. CFO Susan Li said the shares can be used for raising capital, employee compensation, acquisitions and general corporate purposes, while preserving the voting power of Class A and Class B holders and the company’s founder-led structure. A separate board agreement ties Mark Zuckerberg’s ability to sell his allotment of the new class to remaining in California for eight years (Zuckerberg residency deal).

The backdrop is heavy spending. Meta reported $64 billion in revenue, up 26% from a year earlier and ahead of Wall Street expectations, but costs and expenses rose 68% year over year. Reality Labs continues to lose money, with Meta expecting losses of $18 billion to $19 billion, below 2025 levels. Our earlier report on the plan framed the design as a sign that AI spending is expected to outrun even Meta’s cash generation (new share class).

A liquid non-voting share is a flexible currency for hiring and deals in the AI talent race. Meta’s recent releases include Muse Spark and Muse Glimmer, its first frontier model Muse Wonder (Muse Wonder), the open-weight Muse Spark Open and the Muse Code coding agent, plus new avatars for its Meta Muse assistant shown at Connect. Zuckerberg said more than 10 million people in the U.S. and Canada set up Muse personal agents in about a month and a half, that the app has been at or near the top of the App Store, and that the next phase is scaling Muse toward billions of people.

Costs growing much faster than revenue are sustainable while the core advertising business is strong. The new class gives Meta another way to fund that gap without borrowing or diluting voting power.

Meta already concentrates control with its founder through its dual-class structure. Non-voting stock lets the company raise money and pay people without diluting that control at all, and Li was explicit that preserving it is the point. For a company making high-stakes AI bets, and facing scrutiny of youth-related issues with several youth-related trials scheduled in the U.S. in coming months, that means outside shareholders gain economic exposure but no additional say. If the advertising business weakens, holders of the new class would have no vote with which to press for changes. Anthropic’s recent pledge of 5% of its shares to a public benefit fund (Anthropic’s share pledge) shows how differently AI companies are using equity structures. More in our Meta coverage and business coverage.