Meta Platforms has outlined a possible $60 billion sale of nonvoting shares for artificial intelligence infrastructure, a financing route that could dilute investors' economic interests while preserving existing voting power.
Class C shares carry no voting rights. In an information statement filed with the SEC, Meta says selling that stock would not dilute the votes held through existing Class A and Class B shares. Future sales could, however, reduce current shareholders' economic interests.
The filing says the arrangement may also prolong Meta Chief Executive Mark Zuckerberg's voting control. That differs from the planned initial one-for-one Class C stock dividend, which would leave holders' relative voting and economic interests unchanged. The potential economic dilution from Class C arises if Meta later issues more shares.
Meta says it has generally used Class A shares for such purposes before. Issuing more Class A stock can dilute existing holders' voting interests. Of Meta's roughly $35 billion in stock offerings launched Oct. 26, approximately $22.5 billion is Class A common stock and approximately $12.5 billion is depositary shares representing mandatory convertible preferred stock.
Meta does not expect cash from the common-stock offering at the initial sale because it is using forward sale agreements. It expects to receive the proceeds when those agreements settle. The separate Class C program has no agreement in place, and Meta says it may sell no shares through it.
The launched offerings and possible program together have an approximate stated size of $95 billion. That figure is neither a firm ceiling nor cash already raised. NVIDIA Corporation, Advanced Micro Devices, Inc. and Broadcom Inc. have expressed nonbinding interest in buying up to $5 billion of the Class A shares combined. Their potential purchases are included in the current offering.
Meta projects $135 billion to $145 billion in capital spending for 2026, including principal payments on finance leases. Third-quarter free cash flow was negative $2.12 billion, compared with positive $10.625 billion a year earlier. As of Sept. 30, Meta held $82.45 billion in cash, cash equivalents and marketable securities and reported $80.922 billion in long-term debt.
The charter amendment creating Class C stock is scheduled to take effect Jan. 19, 2027. Meta does not expect the proposed sale program to begin before the first quarter of 2027, after the shares start trading.
