Tesla Inc SEC Filings

Tesla, Inc.: Bowyer Research filed a notice of exempt solicitation urging shareholders to vote NO on Proposal No. 8 regarding adding sustainability goals to senior executive compensation. The filing states Proposal Eight, submitted by Tulipshare Fund 1 LP, would have Tesla adopt and disclose targets and metrics for integrating sustainability goals—including diversity and independence—into executive pay plans.

Bowyer Research argues Tesla’s compensation is already tied to ambitious operational and financial milestones, that sustainability is inherent to Tesla’s mission, and that introducing ESG-linked metrics could add subjective criteria and distract from core performance goals. They also cite the board’s oversight and disclosures as sufficient and contend mandated ESG metrics could dilute Tesla’s performance-based pay structure. The notice says the filer does not beneficially own more than $5 million of Tesla securities and submits this material voluntarily for public disclosure.

New York State Common Retirement Fund filed a notice of exempt solicitation addressing Tesla’s upcoming votes. The fund urges shareholders to vote AGAINST directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson‑Thompson; AGAINST Proposal 3 to amend the 2019 equity incentive plan; AGAINST Proposal 4 for a 2025 CEO Performance Award; and FOR Proposal 10 to amend bylaws and repeal a 3% ownership threshold for filing derivative suits.

The letter argues for stronger board oversight and preservation of shareholder rights, citing concerns about pay design, board independence, and a bylaw change tied to the company’s move to Texas. It emphasizes restoring accountability and aligning governance with shareholders’ interests while noting this is not a request to send proxy cards.

The State Board of Administration of Florida filed an exempt solicitation supporting Tesla’s proposed 2025 CEO performance award. The plan grants up to 423.7 million shares in 12 tranches, earned only if market capitalization and operational milestones are met.

Market-cap targets span $2 trillion to $8.5 trillion with dual 30-day and 6-month thresholds. Operational goals include cumulative vehicle deliveries, paid FSD subscriptions, and deployments of Optimus robots and robotaxis, with stretch indicators such as 20 million vehicle deliveries and 1 million robotaxis.

Shares earned before year 5 vest after 7.5 years; those earned after year 5 vest at year 10, followed by a 5-year holding period. The SBA notes potential dilution of roughly ~12% if fully earned and states it will vote FOR the plan at the Annual General Meeting on November 6, 2025.

Tesla, Inc. reported Q3 2025 results with total revenue of $28.095 billion, up from $25.182 billion a year ago. Net income was $1.389 billion versus $2.189 billion, as higher operating expenses reduced profitability. Gross profit was $5.054 billion and income from operations was $1.624 billion compared to $2.717 billion last year.

Automotive sales revenue reached $20.359 billion, while automotive regulatory credits declined to $417 million. Energy generation and storage revenue rose to $3.415 billion, and services and other contributed $3.475 billion. Cash and cash equivalents were $18.289 billion and short‑term investments were $23.358 billion, totaling $41.647 billion. Property, plant and equipment, net, increased to $39.407 billion, including AI infrastructure of $6.621 billion. Deferred revenue tied largely to FSD (Supervised) features was $3.83 billion as of September 30, 2025. Shares outstanding were 3,325,819,167 as of October 16, 2025.

Tesla, Inc. furnished an 8-K under Item 2.02 announcing it released financial results for the quarter ended September 30, 2025. The company posted its Third Quarter 2025 Update on its website, and the full text is included as Exhibit 99.1. The information is furnished, not filed, under the Exchange Act, except as expressly incorporated by reference. The filing also includes Exhibit 104 for the cover page interactive data file.

Tesla, Inc. shareholders received a PX14A6G notice urging support for Proposal Eleven, a governance change tied to Tesla’s Texas reincorporation. The proposal would amend the bylaws so that if the Board adopts the Texas Business Organizations Code Section 21.373 thresholds for submitting shareholder proposals, that Board action must be ratified by shareholders within one year.

The bylaw language calls for approval by at least 66 2/3% of total voting power, voting together as a single class. Section 21.373 permits companies to require proponents to hold 3% of voting shares or voting shares with a $1,000,000 market value to submit Rule 14a‑8 proposals. The filing argues these thresholds exceed current SEC standards and could limit shareholder input; it frames Proposal Eleven as a safeguard ensuring any move to adopt these thresholds is confirmed by shareholders.