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Oct 24, 2026
Meta’s AI spending spree gives Zuckerberg a new shield for his control
Meta portrays its new share structure as a necessary financial tool for an AI race growing ever more expensive; the deal’s critics and underlying filings show it also preserves Mark Zuckerberg’s unusually firm control while defusing pressure over a possible California wealth tax.
Meta’s latest financial engineering arrived after a collision of priorities: the company needed fresh flexibility to finance its AI build-out, while Mark Zuckerberg wanted to avoid any erosion of his voting control.
In late 2025, Meta concluded it would need outside capital to help fund the AI boom. The pressure has since become more visible. Third-quarter revenue rose 26% to $64.6 billion, but capital expenditure reached $34.9 billion and free cash flow fell to negative $2.1 billion, according to reporting on the company’s filings. Meta has forecast 2026 capex of $135 billion to $140 billion.1
Meta’s public case is straightforward: AI is expensive, and its existing toolkit is not enough. The company said “the scale of investment required to compete, sustain growth, expand infrastructure” during the industry’s AI transformation is significant.2 CFO Susan Li said the non-voting stock would broaden Meta’s funding options and give it flexibility to invest behind AI-driven momentum.2
But the negotiations that produced the Class C shares also exposed a more personal imperative. Zuckerberg controls roughly 60.6% of Meta’s voting power through super-voting Class B stock, despite holding about 13.4% of the company economically. Selling Class B shares converts them into ordinary Class A stock, weakening that control. The proposed California wealth-tax ballot measure, Proposition 40, sharpened the problem: Zuckerberg told directors that selling stock for a potential tax bill could reduce his voting stake to 53%.1
By August, discussions with a board committee had become tense. Zuckerberg rejected sunset provisions for his voting shares and said he was considering leaving California, before later agreeing to remain in the state or wherever Meta is headquartered for eight years. The September agreement gave every Class A and B holder one Class C share; Zuckerberg can immediately sell 20% of his new non-voting shares.1
The result is a compromise tilted toward both continuity and cash. Meta can use Class C shares for employee pay, acquisitions and capital raising without further diluting Zuckerberg’s votes. For investors, it funds an AI gamble; for Zuckerberg, it ensures the bill for that gamble—or a tax bill—need not come out of his control.3