Meta Creates Nonvoting Stock Class as AI Spending Reaches $145 Billion and Zuckerberg Protects Control

Meta is creating a new class of nonvoting shares as it prepares to spend $135 billion to $145 billion on capital projects in 2026, most of it tied to artificial intelligence. The move gives the company another financing route for data centers, computing equipment, AI models, and related acquisitions without issuing stock that would dilute Mark Zuckerberg’s voting control.

The announcement came with Meta’s third-quarter results and extends a spending push that has already made the company one of the biggest corporate buyers of AI infrastructure. Meta has described its effort as a broad buildout spanning models, assistants, recommendation systems, and new products. TechCrunch and The Verge reported that the new stock strategy is intended to support that wider program rather than a single product launch.

The new securities separate economic ownership from voting power. Investors would receive an interest in Meta’s growth, while the shares would carry no votes, allowing Zuckerberg to raise capital without surrendering command of the company he founded.

That structure matters because Meta already uses a dual-class governance system that gives Zuckerberg outsized voting influence. Fortune reported that a filing showed Meta could have raised roughly $700 billion in equity before he lost majority control under the existing structure. The new class gives the board more room to finance an expensive AI campaign while keeping the company’s strategic direction concentrated around its chief executive.

Meta’s 2026 capital-expenditure forecast of $135 billion to $145 billion places its AI investment among the largest corporate technology commitments ever announced. The spending covers the physical layer of AI, including servers, networking, data centers, and energy-intensive computing capacity.

The scale reflects a broader contest among Meta, Microsoft, Alphabet, Amazon, and other technology companies to secure scarce infrastructure and develop increasingly capable models. CNBC previously described Meta’s spending blitz as continuing into 2026, while Bloomberg reported that Zuckerberg told investors the costly AI wager was producing results. Meta’s rising budget also creates pressure to turn those investments into revenue through advertising, assistants, business services, and other AI products.

The share plan also intersects with Zuckerberg’s personal financial and political position. Meta agreed to incentives designed to keep him living in California for 8 years, despite a proposed wealth-tax measure that could impose a multibillion-dollar cost on him. Wired reported that Meta’s board feared his departure would disrupt the company’s AI ambitions.

Bloomberg and Fortune connected the new equity arrangement to Zuckerberg’s desire to retain control and receive financial protection while remaining in the company’s home jurisdiction. The governance benefit is therefore paired with an executive-retention function: Meta gets financing flexibility, while Zuckerberg receives a structure that supports his influence and long-term commitment.

Investors responded positively to Meta’s AI outlook in the immediate aftermath of the earnings announcement. Meta shares rose more than 5% on Wednesday as analysts focused on Muse, the company’s standalone AI assistant, and its prospects for attracting users and commercial activity.

The financing plan still carries a clear tradeoff. Nonvoting shares avoid voting dilution, but they can expand the economic share count and reduce existing shareholders’ percentage ownership of future profits. Meta must also persuade investors that AI spending will produce returns large enough to justify the capital intensity. A June report about a possible stock offering had pushed Meta shares down more than 5%, showing that the market has treated outside financing as a meaningful risk when it fears spending will outrun results.

Meta’s next test is execution. The company must translate new computing capacity and AI research into products that improve engagement, strengthen advertising, and create new revenue streams without eroding user trust or its existing business model.

The new shares also put governance under a brighter spotlight. Investors will examine the terms, issuance size, conversion rights, and the extent to which the class changes Meta’s economic ownership structure. Competitors will watch the financing decision closely because it signals that the AI arms race is moving beyond quarterly budgets and into corporate capital structure. Meta now has a mechanism to fund a long campaign, but shareholders will decide whether that flexibility is an asset or an expensive bet on Zuckerberg’s vision.