CEO Musk Elon exercised 303,960,630 shares at a strike of $23.34 and covered exercise/tax liability with 17,531,857 shares, increasing direct ownership by 68% to 710,172,677 units (SEC Form 4)
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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/16/2026 | M | 303,960,630(1) | A | $23.34 | 727,704,534(2) | D | |||
| Common Stock | 06/16/2026 | F(3) | 17,531,857 | D | $404.66 | 710,172,677 | D | |||
| Common Stock | 413,152,109 | I | By Trust(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $23.34 | 06/16/2026 | M(1) | 303,960,630 | (5) | 01/20/2028 | Common Stock | 303,960,630 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of restricted stock underlying exercise of a performance-based stock option award to purchase shares of common stock of Tesla, Inc. (the "Company" and such award, the "Award") in accordance with an implementation agreement, dated April 21, 2026 (the "Implementation Agreement") between the Company and the Reporting Person. The Reporting Person delivered notice of the intended exercise date and method to the Company on June 9, 2026 in accordance with the five business day notice period pursuant to the Implementation Agreement. The shares of restricted stock are scheduled to vest on January 19, 2028, subject to the Reporting Person's satisfaction of a service-based vesting condition. |
| 2. Includes 423,743,904 shares of restricted stock that were granted pursuant to Tesla, Inc.'s 2025 CEO Performance Award in twelve equal tranches, and were issued following receipt of all necessary approvals. The shares of restricted stock are subject to a voting agreement, and the Reporting Person has given an irrevocable proxy to the Company's secretary to vote the shares in accordance with the terms of the voting agreement. The earning of each tranche is subject to satisfaction of certain conditions. If earned on or prior to September 3, 2030, the tranches of restricted stock will vest on March 3, 2033, and if earned from September 4, 2030 through September 3, 2035, the tranches of restricted stock will vest on September 3, 2035, in each case subject to satisfaction of certain conditions. |
| 3. Represents shares of common stock withheld by the Company in connection with net share settlement, in accordance with the Implementation Agreement, to satisfy the Reporting Person's exercise price obligations related to the Reporting Person's exercise of the Award. The transaction did not involve any open-market sales of securities. |
| 4. The Elon Musk Revocable Trust dated July 22, 2003, for which the Reporting Person is the trustee. |
| 5. On January 21, 2018, the Reporting Person was granted the Award, which was originally in respect of 20,264,042 shares of common stock of the Company at an exercise price of $350.02, by the Company's board of directors, subject to shareholder approval of the Award. The Company's shareholders approved the Award on March 21, 2018. The Award was adjusted to give effect to a five-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 28, 2020 and a three-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 24, 2022. The Award's split-adjusted exercise price is $23.34. The shares vested in twelve equal installments upon the achievement of performance milestones that were based on operational and market capitalization metrics. |
| By: Aaron Beckman by Power of Attorney For: Elon Musk | 06/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||