Elon Musk (SPCX) overhauls SpaceX equity with massive conversions and grants
Rhea-AI Filing Summary
SPACE EXPLORATION TECHNOLOGIES CORP director and CEO Elon Musk reported a series of large equity restructurings and one small sale, mainly through entities such as the Elon Musk Revocable Trust and other trusts. The filing shows conversions of multiple preferred stock series and Class B Common Stock into Class A Common Stock in connection with the company’s initial public offering and a prior five-for-one forward stock split.
According to the transaction data, derivative conversions covered about 3,323,638,209 underlying shares, while a separate option to buy 350,000,000 shares of Class B Common Stock at an exercise price of $8.3998 remains outstanding and fully vested. The Elon Musk Revocable Trust now holds hundreds of millions of Class A and billions of Class B shares after these conversions, including 3,788,654,145 shares of Class B Common Stock in one account.
The filing also records a grant of 511,289,725 shares of Class A Common Stock and 532,689,090 shares of Class B Common Stock to the Elon Musk Revocable Trust, as well as the AI CEO Award of 302,072,285 restricted Class B shares that vest upon achievement of specified performance conditions. By contrast, open-market selling activity is very small: one sale of 11,390 Class A shares at $105.318 per share and a bona fide gift of 480 shares, along with an issuer-directed cancellation tied to a prior performance award.
Positive
- None.
Negative
- None.
Insights
Musk restructures a very large SpaceX equity stake via conversions and awards, with only minor share sales.
The transactions are dominated by non-cash conversions and grants, not open-market trading. Multiple preferred stock series and Class B Common Stock convert into Class A Common Stock upon completion of the company’s initial public offering, reflecting a planned capital structure shift. A five-for-one forward stock split further multiplies reported share counts.
The scale is substantial: the filing lists derivative conversions covering about 3,323,638,209 underlying shares and grants of over 1B combined Class A and Class B shares to entities associated with Musk. Footnotes describe cancellation of an earlier performance award and its replacement with a new AI CEO Award of 302,072,285 restricted Class B shares tied to specific performance conditions.
From a signaling perspective, the only explicit open-market sale is 11,390 Class A shares at $105.318 per share, plus a of 480 shares. These disposals are extremely small relative to the hundreds of millions of Class A shares and billions of Class B shares held indirectly through trusts and an outstanding option over 350,000,000 Class B shares expiring on February 11, 2031. Overall, this reads as structural housekeeping and incentive design rather than a directional bet on the stock.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 57,494,561 | $0.00 | -- |
| Conversion | Class B Common Stock | 2,874,728,050 | $0.00 | -- |
| Conversion | Series A Preferred Stock | 2,548,523 | $0.00 | -- |
| Conversion | Class B Common Stock | 127,426,150 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 5,002,400 | $0.00 | -- |
| Conversion | Class B Common Stock | 250,120,000 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 5,652,297 | $0.00 | -- |
| Conversion | Series H Preferred Stock | 370,370 | $0.00 | -- |
| Conversion | Series I Preferred Stock | 295,858 | $0.00 | -- |
| Conversion | Class A Common Stock | 282,614,850 | $0.00 | -- |
| Conversion | Class A Common Stock | 18,518,500 | $0.00 | -- |
| Conversion | Class A Common Stock | 14,792,900 | $0.00 | -- |
| Sale | Class A Common Stock | 11,390 | $105.318 | $1.20M |
| Gift | Class A Common Stock | 480 | $0.00 | -- |
| Other | Class A Common Stock | 186,545 | $0.00 | -- |
| Disposition | Class A Common Stock | 25,172,695 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 532,689,090 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 511,289,725 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 78,395 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Option to Buy (Class B Common Stock) | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Received when the Issuer completed its acquisition of X.AI Holdings Corp. ("xAI"), pursuant to which xAI became a wholly-owned subsidiary of the Issuer. Reflects a five-for-one forward stock split that the Issuer effected on May 4, 2026. The Issuer canceled these shares and the remaining unearned portion of the associated performance award and replaced them with a grant of 302,072,285 shares of restricted Class B Common Stock that vest upon achievement of certain performance conditions (the "AI CEO Award"). For additional information about the AI CEO Award, refer to the Reporting Person's Form 3 filed on June 11, 2026. On April 2, 2026, all of the shares of the Issuer's Class A Common Stock held by the applicable trust were distributed to a person who is not the Reporting Person. Upon the completion of the Issuer's initial public offering, each share of Series C Preferred Stock, Series H Preferred Stock, and Series I Preferred Stock automatically converted into 50 shares of the Issuer's Class A Common Stock. The Series C Preferred Stock, Series H Preferred Stock, and Series I Preferred Stock had no expiration date. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock and has no expiration date. In addition, subject to certain exceptions and pursuant to the terms of the Issuer's certificate of formation, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any sale or certain transfers of such share of Class B Common Stock. Upon the completion of the Issuer's initial public offering, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into 50 shares of the Issuer's Class B Common Stock. The Series A Preferred Stock and Series B Preferred Stock had no expiration date. The options are fully vested and exercisable.
Key Figures
Key Terms
forward stock split financial
initial public offering financial
AI CEO Award financial
bona fide gift financial
automatic conversion financial
wholly-owned subsidiary financial
