TSLA 8-K: New Director and Officer Indemnification Agreement Filed

Rhea-AI Filing Summary

Tesla, Inc. updated and executed a form of Indemnification Agreement with each of its directors and executive officers. The agreement commits the company to indemnify and advance expenses to covered individuals to the fullest extent permitted under Texas law and to continue coverage under the company’s directors’ and officers’ insurance policies. A copy of the form is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference. The filing notes that the summary is qualified in its entirety by the full text of the Indemnification Agreement.

Positive

• Provides formal protection for directors and officers through indemnity and advancement of expenses under Texas law
• Continues D&O insurance coverage, which supports recruitment and retention of senior management
• Full form filed as Exhibit 10.1, enabling transparent review of agreement terms

Negative

• No financial detail provided about potential insurance cost or contingent liabilities
• Summary omits specific limitations or exceptions in the indemnification terms; readers must consult Exhibit 10.1

Insights

Corporate Governance Expert

TL;DR: Routine update of standard D&O indemnification terms to protect directors and officers under Texas law.

This filing documents Tesla’s adoption and execution of an updated Indemnification Agreement for directors and executive officers. Such agreements are customary corporate governance instruments that clarify the company’s commitment to advance legal expenses and provide indemnity consistent with state law and existing insurance. The disclosure is procedural and includes the full form as Exhibit 10.1, which allows investors to review specific indemnity scope and limitations. There is no financial statement impact reported in the filing.

Risk & Compliance Analyst

TL;DR: Protective legal measure with limited immediate financial impact but relevant for liability allocation.

The updated Indemnification Agreement formalizes Tesla’s obligation to indemnify covered individuals and to continue D&O insurance coverage. This reduces personal liability risk for directors and officers and may affect the company’s contingent liability profile and insurance expense over time, though the filing contains no quantitative figures. The exhibit reference permits review of indemnity breadth, advancement procedures, and any indemnity caps or exceptions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 3, 2025

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter) 

Texas	001-34756	91-2197729
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Tesla Road

Austin, Texas 78725

(Address of Principal Executive Offices, and Zip Code)

(512) 516-8177

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	TSLA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2025, the Board of Directors of Tesla, Inc., a Texas corporation (the “Company”), approved an updated form of Indemnification Agreement (the “Indemnification Agreement”), and the Company entered into an Indemnification Agreement with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each Indemnitee to the fullest extent permitted under Texas law, and to provide for continued coverage of each Indemnitee under the Company’s directors’ and officers’ insurance policies. The form of Indemnification Agreement is attached hereto as Exhibit 10.1. The foregoing summary and description of the provisions of the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.		Description
10.1		Form of Indemnification Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TESLA, INC.
	By:	/s/ Brandon Ehrhart
		Brandon Ehrhart General Counsel and Corporate Secretary

Date: September 5, 2025

FAQ

What did Tesla (TSLA) disclose in this Form 8-K?

Tesla disclosed that it approved and entered into an updated Indemnification Agreement with each director and executive officer and filed the form as Exhibit 10.1.

Does the 8-K state any financial impact from the Indemnification Agreement?

No. The filing does not provide quantitative financial information or estimated costs related to the indemnification or insurance coverage.

Where can I read the full terms of the Indemnification Agreement?

The full form is filed as Exhibit 10.1 to the Current Report on Form 8-K and is incorporated by reference in the filing.

What protections does the Indemnification Agreement provide under Texas law?

According to the filing, it provides indemnification and advancement of expenses to the fullest extent permitted under Texas law and continued D&O insurance coverage; no further specifics are included in the summary.

Is this disclosure likely to change Tesla’s governance risk profile?

The filing describes a governance measure that clarifies indemnity protections; the document itself does not quantify any change in risk exposure.