21 Oct 2026
Meta is creating a new class of stock with no votes to help pay for its AI spending, and tying Zuckerberg's share sales to staying put
Meta said on Wednesday, Oct. 21, 2026, that its board approved a new publicly listed Class C stock with no voting rights, to be handed to every shareholder in January and used to raise money for AI, as third-quarter revenue rose 26% to $64.6 billion and free cash flow turned negative.
This is what the AI bill looks like when even Meta's ad machine can't cover it. A company that throws off $30 billion-plus of cash a quarter just went cash-flow negative, and its answer is a new kind of share it can sell to fund data centers without loosening Zuckerberg's grip. Shareholders get more stock and zero more say. The California clause is the weird, revealing part: Meta's board effectively paid its CEO in liquidity to stay in the same state as its AI lab. The real test is next year, when Meta starts issuing Class C stock and investors decide how much they want to fund a superintelligence bet they can't vote on.
For the quarter ended Sept. 30, 2026, Meta reported revenue of $64.60 billion, up 26% from a year earlier. Operating income, profit from the business before interest and taxes, was $12.99 billion, down 37%. Net income was $9.86 billion. Diluted earnings per share were $3.83. Diluted earnings per share spreads profit across every share that would exist if stock awards turned into shares. Those figures are Meta's.
A legal charge is why reported profit fell while revenue rose. Meta took a $9.89 billion charge for its August settlement with 52 state attorneys general over teen mental health. Excluding that charge, Meta says operating income would have been $22.88 billion and diluted earnings per share $7.40. Those lines are Meta's.
The cash numbers are the AI bill. Capital expenditures, money spent on long-lived assets such as data centers and chips, were $34.91 billion in the quarter. Operating cash flow, cash the business brought in before that spending, was $32.79 billion. Free cash flow, what is left after capital spending, was negative $2.12 billion. Meta narrowed its forecast for full-year 2026 capital spending to $135 billion to $145 billion, from $130 billion to $145 billion. It forecast fourth-quarter revenue of $73 billion to $76 billion. Headcount was 66,775, down 15% from a year earlier. Meta expects Reality Labs, its virtual-reality and glasses division, to lose about $15 billion next year, with that investment shifted primarily to AI. Those lines are Meta's.
The board approved a new publicly listed Class C common stock with no voting rights, effective Jan. 19, 2027. A special committee of independent directors, board members who are not company executives, recommended it unanimously. Every Class A share and every Class B share gets one Class C share as a one-time stock dividend, an extra share handed out to people who already hold the stock. Meta expects the Class A price to reflect the effect of a two-for-one split. Voting power does not change. Meta says the new class is for "capital raising, employee compensation, potential acquisitions, and other general corporate purposes," citing the scale of investment the AI race requires, and to keep "the founder-led model." Meta intends to list Class C on Nasdaq. The release does not say Meta has sold any Class C shares, and it does not name an amount the company expects to raise. Those lines are Meta's.
A Founder Alignment Agreement, in Meta's SEC information statement as WIRED reported it, sets the terms on Mark Zuckerberg's new shares. He can sell 20% of the Class C shares he receives right away. The filing ties that slice to a potential tax bill. The remaining 80% comes out in steps of 2.5% a quarter, and only while he stays full-time on Meta's executive team or as executive chair. He committed for eight years to live in California or wherever Meta keeps its headquarters. The filing says he told the board he was weighing a move because of Proposition 40, California's proposed one-time tax on billionaires' wealth, which is on the Nov. 3 ballot. Those lines are from the filing, as WIRED reported them.
On the earnings call, Zuckerberg said 10 million people have set up a Muse agent and about 25% of them use it on any given day, The Verge reported. In the earnings release he said, "We hit major milestones this quarter toward delivering personal superintelligence for everyone - including launching Muse and Muse Wonder, our first frontier model." That quotation is his.
In plain terms, Meta said on Wednesday that quarterly revenue was $64.60 billion, up 26%, and that free cash flow went negative after $34.91 billion of capital spending. A $9.89 billion legal charge cut the reported profit. The board approved a non-voting Class C share for every existing share, effective in January 2027, so the company can raise money for AI later without changing who votes. Zuckerberg can sell a fifth of his new shares now. The rest is released slowly, and only if he stays, and he agreed to keep living in California, or wherever headquarters is, for eight years. He said 10 million people have set up Muse.
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Sources
- Meta — Meta Reports Third Quarter 2026 Results, 21 Oct 2026
investor.atmeta.com
- WIRED — Mark Zuckerberg Agrees to Stay in California Despite Billionaires' Tax Ballot Measure, 21 Oct 2026
wired.com
- CNBC — Meta earnings Q3 2026 live updates, 21 Oct 2026
cnbc.com
- The Verge — 10 million people have already set up Muse agents, 21 Oct 2026
theverge.com