Meta’s Mark Zuckerberg looked, up until now, as if he would also join Huang in staying in the state where his company is headquartered. But Meta’s new SEC filing that posted this week shows that’s in part because of the key difference between owning a company and controlling it.

What he owns and what he controls

Ownership is a share of a company’s value. Control is a share of its votes. For most shareholders they are the same because each share carries one vote. At Meta, they are not.

Zuckerberg holds mostly Class B shares, which carry 10 votes each. Ordinary Class A shares carry one. So of every $100 of Meta’s value, about $13 is his, but of every 100 votes, about 61 are his, according to a filing Meta released Wednesday. That majority lets him elect the entire board and decide nearly every shareholder vote.

A wealth tax bills the first number—and to pay it, Zuckerberg would have to sell stock, thereby losing control. When Class B shares are sold, they turn into one-vote Class A shares, so every sale to pay the tax would cut into his control.

According to the filing, Meta’s board feared that loss of control.

According to the committee of independent directors that negotiated with Zuckerberg, they found he was “not on the verge of losing voting control.” But it named the wealth tax as one of the main reasons that could change, saying it “has the most significant impact because it would require him to sell shares, or at least borrow against them.” The filing says he “could become liable for a significant, multi-billion dollar tax payment based on his ownership of stock in the Company.”

Zuckerberg also argued that ownership and control don’t need to line up. At an Aug. 26 meeting, he “questioned why the preservation of the status quo with respect to the ratio of his voting control to his economic interest in the Company should be a consideration for the Special Committee, citing precedent in other companies where relatively small economic ownership nevertheless conveyed founder voting control,” the filing read.

That’s why the committee proposed in August a dividend of new non-voting stock that would be payable “if, and only if, California Proposition 40 became law and a tax payment by Mr. Zuckerberg became due and payable,” sized to cover his bill. Zuckerberg wanted more, saying “he did not wish to go through additional protracted negotiation processes in the future if taxes similar to California Proposition 40 were proposed in other jurisdictions.”

Under the final deal, which Fortune reported Wednesday, every shareholder gets one non-voting Class C share for each share they hold. The committee wrote that Zuckerberg could immediately sell 20% of his new shares, “representing 10% of his overall economic stake in the Company, for any reason, including so that he may pay his potential tax liability under California Proposition 40, if enacted into law, without affecting his majority voting control.” Because he takes a $1 salary, the committee said, the tax would otherwise leave him “effectively be paying to serve as the Company’s chief executive officer while residing in California.”

The board didn’t want a remote CEO

Unlike the billionaires who left, Zuckerberg runs a company whose board wanted him in the building. In July, the committee said it was “crucial that Mr. Zuckerberg remains in close coordination with the Company’s management and in close proximity to Meta Superintelligence Labs.” It said it “was mindful about the difficulties the Company faced during the COVID-19 pandemic when Mr. Zuckerberg could not be physically present with the Company’s management team.”

On Sept. 6, Zuckerberg told the committee he “would need to begin taking steps by mid-September in order to establish residency outside California by mid-October.” The final agreement commits him to stay in California, or wherever Meta is headquartered, for eight years, “absent material unforeseen circumstances.”

Meta told Fortune the new stock is mainly about financing its AI spending. In its earnings release, the company said the new class would “provide Meta the ability to finance its growth and help the company remain a leader among fierce competition both domestic and international.” It credits Zuckerberg for Meta’s stock rising more than 1,700% since its IPO, against about 495% for the S&P 500, and says the stock “will continue the founder-led model that has driven the company’s success since its inception.”

“We created this new class of shares with the purpose of creating a publicly traded non-voting stock usable for capital raising, employee compensation, acquisitions, other general corporate purposes while preserving the voting power of existing Class A and B shareholders,” chief financial officer Susan Li said on Wednesday’s earnings call. “We believe this share class will maintain our founder-led structure. It will expand our funding tools and give us flexibility to invest behind the unprecedented momentum we’re seeing across every part of our business driven by AI.”

The filing says management’s forecasts “showed the Company’s need to raise hundreds of billions of dollars over a period of several years beginning as early as fall 2026.” It also acknowledges the new stock “could substantially prolong the duration of Mr. Zuckerberg’s voting control of our Company.” Class A shareholders did not vote, because Zuckerberg “has the ability to unilaterally approve” the change.