Meta will hand every shareholder a new non-voting Class C share as third-quarter revenue rises 26 percent to $64.6bn

A share with no vote is the centrepiece of Meta Platforms' third-quarter filing, lodged with the SEC at 4:03 p.m. on Wednesday. The board approved a restated charter creating non-voting Class C common stock, effective January 19, 2027, and declared a one-time dividend of one Class C share for every Class A and Class B share outstanding. Shareholders approved the charter by written consent on October 20. Votes do not change. Meta said the Class C stock would give it a currency for capital raising, employee pay and possible acquisitions, and that it intends to list the new shares on Nasdaq.

A Founder Alignment Agreement signed with Mark Zuckerberg the same day governs his own dividend shares. Twenty percent can be sold freely. The other 80 percent can be sold only alongside a matching sale or conversion of his voting shares, which the filing says means he generally cannot get cash for most of them without giving up votes, and they are released at 2.5 percent a quarter for each quarter he stays in a full-time leadership role. The board also committed to further one-for-one Class C dividends each time the Class C price doubles from a $580.60 reference, provided shareholders have earned at least 10 percent a year.

Revenue rose 26 percent to $64.60bn. Costs rose 68 percent, including a $9.89bn charge for an August agreement with 52 state attorneys general to resolve litigation over teen mental health and social media, so operating income fell 37 percent to $12.99bn. Net income was $9.86bn, or $3.83 a share, against $2.71bn a year earlier, when an $18.95bn tax provision took the effective rate to 87 percent. Capital spending of $34.91bn left free cash flow at negative $2.12bn. Headcount fell 15 percent to 66,775.

Meta guided fourth-quarter revenue to $73bn to $76bn and narrowed its 2026 capital spending range to $135bn to $145bn.