# Meta Lifts 2026 AI Capex Floor and Adds Nonvoting Class C Stock

- URL: https://usa-24.com/meta-ai-capex-class-c-stock/
- Publisher: USA 24
- Section: Artificial Intelligence (AI)
- Published: 2026-10-22T07:37:56.791Z
- Updated: 2026-10-22T07:37:56.798Z
- Topics: Meta, AI Infrastructure, Corporate Governance, Mark Zuckerberg, Earnings

> Meta narrowed its 2026 AI spending range to $135 billion to $145 billion and created a nonvoting Class C stock that keeps Mark Zuckerberg's voting control intact.

## Key takeaways

- Meta now expects 2026 capital expenditures of $135 billion to $145 billion, with the low end raised and the top of the range unchanged.
- Meta spent $34.9 billion on capex in the third quarter and about $86 billion across the first nine months of 2026.
- Meta's Class C stock is a one-time dividend of one nonvoting share for each Class A or Class B share, effective January 19, 2027.
- Entities tied to Mark Zuckerberg and Priscilla Chan hold 56.1% of voting power, so the share change needed no shareholder vote.
- Zuckerberg can sell 20% of his new Class C shares immediately, while the remaining 80% can be sold only alongside an equal number of voting shares.

Meta AI capex guidance for 2026 now runs from $135 billion to $145 billion, and the company announced the change in the same earnings release that created a new nonvoting class of stock. Meta reported third-quarter results on Wednesday, October 21, and shares rose after hours. Investors and governance watchers are still digesting both items on Thursday: a bigger AI spending plan and a share structure that keeps Mark Zuckerberg's voting control intact.

## Meta AI capex for 2026 and what the new range implies

Meta raised the low end of its 2026 capital expenditure range and left the top at $145 billion, according to [Briefs](https://www.briefs.co/news/meta-says-its-ai-push-is-working-boosts-2026-capex-and-rolls/) and a [Reuters report carried by Investing.com](https://www.investing.com/news/stock-market-news/meta-to-issue-new-class-of-shares-as-it-tightens-ai-spending-forecast-4963908). This is not the first change to the range this year, since Meta raised it in April before narrowing it now. The company spent $34.9 billion on capex in the third quarter and about $86 billion across the first nine months, according to the [earnings-call transcript summary from Investing.com](https://www.investing.com/news/transcripts/earnings-call-transcript-meta-beats-q3-2026-estimates-as-ai-push-lifts-shares-93CH-4964260).

Reaching the midpoint of roughly $140 billion would require about $54 billion in the fourth quarter, or about 55% more than the third-quarter pace. That arithmetic points to faster spending through the end of the year, even though the top of the range did not move.

Meta's stated rationale is monetization. The company says its AI products, including the Muse agent family, are monetizing, and Investing.com linked investor enthusiasm to AI progress and strong ad trends. Management has not yet detailed 2027 capex and said it is still building that budget.

## Third-quarter results and the $9.9 billion legal charge

Revenue reached $64.6 billion, up 26% from a year earlier, and Meta guided fourth-quarter revenue to $73 billion to $76 billion. Third-quarter earnings per share came in at $3.83. Analyst consensus was reported as $3.57 by Investing.com and $3.56 by [Mitrade](https://www.mitrade.com/insights/shares-analysis/us-stocks/meta-ai-capex-class-c-stock-20261022J1346), a small gap that does not change the headline result.

Zuckerberg summed up the quarter in the company's statement: “Our investments are paying off, the core business is strong, and we're seeing velocity across the board.” A [Yahoo Finance report](https://finance.yahoo.com/markets/stocks/articles/meta-stock-jumps-3-hours-212549647.html) carried the same wording.

The quarter was not clean. Meta booked a $9.9 billion charge that pushed total expenses up 68%. Reports disagree on its cause. Investing.com ties it to a multi-state attorneys general agreement, while Mitrade links it to a teen mental-health settlement. Until the filings spell it out, treat the cause as unsettled.

## How the Class C stock works and who keeps control

Meta's board approved a nonvoting Class C stock, distributed as a one-time dividend of one Class C share for each Class A or Class B share. The shares take effect January 19, 2027. Reports differ on the approval date, with some citing October 19 and another citing Tuesday, October 20.

Economically, the move works like a two-for-one split. Meta says it expects to sell Class C stock from time to time to raise capital, pay employees and fund acquisitions. Because Class C shares carry no votes, those sales raise cash without adding to the voting pool. That is the funding angle: Meta gains a new way to raise equity for AI data centers while the voting position stays put.

The structure also limits how much Zuckerberg can sell. He can sell 20% of his new Class C shares immediately. The remaining 80% can be sold only alongside an equal number of voting shares sold or converted, according to [KuCoin's summary of the filing](https://www.kucoin.com/news/flash/meta-introduces-class-c-shares-to-preserve-zuckerberg-s-voting-control). Entities tied to Zuckerberg and Priscilla Chan hold 56.1% of voting power and approved the change, so no shareholder vote was required, per [Benzinga](https://www.benzinga.com/markets/equities/26/10/62516100/meta-non-voting-stock-split-zuckerberg-keeps-control-ai-buildout).

| Detail | What the reports say |
|---|---|
| Effective date | January 19, 2027 |
| Distribution | One Class C share for each Class A or Class B share |
| Immediate sales by Zuckerberg | Up to 20% of his new Class C shares |
| Restricted portion | 80%, saleable only alongside an equal number of voting shares sold or converted |
| Voting power behind approval | 56.1%, held by entities tied to Zuckerberg and Priscilla Chan |

The structure also includes a future trigger. A reference price of $580.60 applies, and an additional one-for-one dividend occurs if the stock doubles from that level with at least 10% annual returns, according to KuCoin's summary.

## Why California's wealth tax fight shaped the share move

The timing matters. [Fortune reported](https://fortune.com/2026/10/21/zuckerberg-meta-california-wealth-tax-billions-class-c-stock/) that Zuckerberg told Meta directors he might leave California, where he could lose billions to a wealth tax. The filing ties the recapitalization to Proposition 40, California's proposed wealth tax. The company says Zuckerberg pledged to stay in California or at Meta headquarters for eight years.

The governance trade-off is stark. Class A and Class B holders each receive a Class C share, but every future issuance dilutes economic value for the people who own the stock. Critics note that Zuckerberg absorbs none of the control dilution, because new Class C shares carry no votes. Shareholders bear the economic cost of an AI buildout, while the founder's voting position stays insulated.

## How analysts and the market reacted

Shares rose after hours. Yahoo Finance reported a gain of about 3%, while another report put the move closer to 2% in extended trading. Treat the exact figure as unsettled until regular trading confirms it.

Not everyone was impressed by the structure. TheStreet technical analyst Helene Meisler said on X that a 2-for-1 ratio is “paltry for a $700 stock.” Nicholas Mugalli, CEO of World Trade Securities, read the plan as a sign of “more capex coming.” One reaction calls the structure thin, and the other treats the spending as a warning.

Peers are moving in different directions. [Tech-Insider](https://tech-insider.org/meta-ai-capex-145b-tesla-cuts-spend-2026/) reported that Tesla cut its spending in the same reporting window while Meta raised its own, which analysts read as a company-specific move rather than an industry-wide pullback.

For the wider market, rising capex is good news for Nvidia, data center builders and power suppliers, and it also raises the cost of AI infrastructure for everyone else. For context on investor nerves around the sector, see USA 24's coverage of the [AI stock selloff that hit CoreWeave, Nvidia and Broadcom](https://usa-24.com/ai-stock-selloff-coreweave-debt/). The question of who pays for data center power is also becoming political, as USA 24 reported in its story on [Trump's call for data centers to make their own power and pay dividends](https://usa-24.com/trump-data-center-dividend-power-bills/).

## What shareholders and investors should do now

- No action is required before the record date. Watch the final information statement and any Form 8-K for the record date and distribution mechanics. Meta's [preliminary information statement on Form PRE 14C](https://www.sec.gov/Archives/edgar/data/0001326801/000162828026066710/meta-20261021.htm) is already on SEC EDGAR.
- Check with your brokerage about how it will handle Class C shares. They are expected to list on Nasdaq and begin trading in late January 2027, so confirm your account settings before January 19, 2027.
- If you hold Meta in a taxable account, talk to a tax advisor. A stock dividend can affect your cost basis, and the answer depends on your situation.
- Do not rely on summaries for final terms. Several details, including the board approval date, the legal charge and the after-hours move, differ across reports.

## What to watch next

Three things will settle the open questions. First, the final information statement and any 8-K should lay out the record date, distribution mechanics and the exact terms of the future dividend trigger. Second, Meta's fourth-quarter report will show whether revenue lands inside the $73 billion to $76 billion guidance and whether spending tracks the roughly $140 billion midpoint. Third, the company has not yet released a 2027 budget, and that number will shape how heavily Meta leans on Class C sales.

California's Proposition 40 vote will also test whether this share move was a one-time response to a tax fight or the start of a longer pattern. If Meta begins selling Class C stock soon after the January listing, investors will get their first real read on how much new equity the AI buildout requires.

## Frequently asked questions

### What is Meta's Class C stock?

Meta's Class C stock is a nonvoting share class that the board approved as a one-time dividend of one Class C share for each Class A or Class B share. The shares take effect January 19, 2027. Economically, the distribution works like a two-for-one split, and Meta says it expects to sell Class C stock to raise capital, pay employees and fund acquisitions.

### Does Class C stock change Mark Zuckerberg's voting control?

Zuckerberg's control is preserved. Entities tied to Zuckerberg and Priscilla Chan hold 56.1% of voting power and approved the change, so no shareholder vote was required. Because Class C shares carry no votes, new issuance does not add to the voting pool.

### How much is Meta spending on AI in 2026?

Meta now expects 2026 capital expenditures of $135 billion to $145 billion, with the low end raised and the top unchanged. It spent $34.9 billion on capex in the third quarter and about $86 billion through nine months. Reaching the $140 billion midpoint implies roughly $54 billion in fourth-quarter spending.

### Do I need to do anything about Meta's Class C dividend?

No action is required before the record date. Check with your brokerage about how it will handle Class C shares, which are expected to list on Nasdaq starting in late January 2027. If you hold Meta in a taxable account, consult a tax advisor about how the distribution affects your cost basis.

## Sources

1. [Meta raises AI bet, ups 2026 capex, adds nonvoting shares](https://www.briefs.co/news/meta-says-its-ai-push-is-working-boosts-2026-capex-and-rolls/)
2. [Earnings call transcript: Meta beats Q3 2026 estimates as AI push lifts shares](https://www.investing.com/news/transcripts/earnings-call-transcript-meta-beats-q3-2026-estimates-as-ai-push-lifts-shares-93CH-4964260)
3. [Meta to issue new class of shares as it tightens AI spending forecast](https://www.investing.com/news/stock-market-news/meta-to-issue-new-class-of-shares-as-it-tightens-ai-spending-forecast-4963908)
4. [Meta's AI bill just hit $145 billion, and it issued a new share class to pay for it](https://www.mitrade.com/insights/shares-analysis/us-stocks/meta-ai-capex-class-c-stock-20261022J1346)
5. [Meta Introduces Class C Shares to Preserve Zuckerberg's Voting Control](https://www.kucoin.com/news/flash/meta-introduces-class-c-shares-to-preserve-zuckerberg-s-voting-control)
6. [Meta's Non-Voting Stock Will Help Finance AI Buildout](https://www.benzinga.com/markets/equities/26/10/62516100/meta-non-voting-stock-split-zuckerberg-keeps-control-ai-buildout)
7. [Meta Platforms, Inc. Form PRE 14C (FY2026)](https://www.sec.gov/Archives/edgar/data/0001326801/000162828026066710/meta-20261021.htm)
8. [Zuckerberg told Meta directors he might leave California, where he could lose billions to a wealth tax. Now Meta is issuing a new class of stock](https://fortune.com/2026/10/21/zuckerberg-meta-california-wealth-tax-billions-class-c-stock/)
9. [META Stock Jumps 3% After-Hours After Q3 Revenue Beats Expectations](https://finance.yahoo.com/markets/stocks/articles/meta-stock-jumps-3-hours-212549647.html)
10. [Meta Hikes AI Capex to $145B as Tesla Cuts Spend](https://tech-insider.org/meta-ai-capex-145b-tesla-cuts-spend-2026/)