[Form 4] Tesla, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tesla (TSLA) Form 4 dated 08 Aug 2025 reports a major equity grant to CEO, Director and 10% owner Elon Musk. On 03 Aug 2025 he acquired 96,000,000 restricted shares of common stock under the company’s 2019 Equity Incentive Plan. The transaction is coded “A” (acquisition) and carries an unconditional purchase price of $23.34 per share, payable upon vesting. Delivery of the shares is conditioned on completion of the Hart-Scott-Rodino waiting period; full vesting occurs on 03 Aug 2027 if specified criteria are met.

Post-transaction, Musk’s direct ownership stands at 96 million shares. He also retains 410,794,076 shares indirectly through the Elon Musk Revocable Trust, bringing total reported beneficial ownership to roughly 506.8 million shares.

The award materially deepens management’s equity stake, reinforcing long-term alignment with shareholders. However, issuance of 96 million new shares could be dilutive when the restricted stock is ultimately delivered.

Positive

• 96 M-share equity grant further aligns CEO incentives with long-term shareholder value.
• Shares vest over two years, encouraging retention and performance focus.
• Award subject to HSR clearance, adding regulatory oversight and compliance.

Negative

• Potential dilution of roughly 15% when shares are delivered in 2027.
• Low purchase price of $23.34 may raise governance concerns about favorable terms.

Insights

Senior Securities Analyst

TL;DR: Massive 96 M-share grant aligns CEO incentives; neutral near-term but noteworthy dilution risk.

The size of this restricted stock award—~15% of current shares outstanding—suggests strong retention and performance motivation for Musk through 2027. Because the grant price is fixed at $23.34, well below market, Musk’s upside is substantial. Nevertheless, shares are not immediately issued, so near-term float is unchanged. On vesting, dilution could pressure EPS, but Tesla has historically offset equity comp via buybacks or growth. Overall impact is strategically positive yet financially neutral until delivery.

Corporate Governance Expert

TL;DR: Award strengthens ownership control; governance watch-outs on dilution and plan terms.

Granting Musk an additional 96 M shares effectively tightens his voting control to >23% pro-forma, potentially reducing minority influence. Governance committees must justify the low purchase price and sizeable issuance versus peer norms. Vesting tied to HSR clearance and a two-year cliff adds retention safeguards. Investors should monitor future compensation votes and any offsetting capital actions.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Musk Elon

(Last) (First) (Middle)

C/O TESLA, INC.

1 TESLA ROAD

(Street)

AUSTIN TX 78725

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/03/2025		A(1)		96,000,000	A	$23.34(2)	96,000,000	D
Common Stock								410,794,076	I	By Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. This restricted stock award is granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan and will be delivered upon termination or expiration of the waiting period (and any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The restricted stock award will vest on August 3, 2027, subject to satisfaction of certain conditions.

2. Represents purchase price payable unconditionally upon vesting of this restricted stock award.

3. The Elon Musk Revocable Trust dated July 22, 2003, for which the Reporting Person is the trustee.

	By: Aaron Beckman by Power of Attorney For: Elon Musk	08/04/2025
	** 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.

FAQ

How many Tesla shares did Elon Musk acquire in this Form 4?

The filing shows an acquisition of 96,000,000 restricted shares of Tesla common stock.

What is the purchase price of the restricted stock award to Elon Musk?

The award carries a purchase price of $23.34 per share, payable upon vesting.

When do the newly granted Tesla shares vest?

The restricted shares are scheduled to vest on 03 Aug 2027, subject to conditions.

What is Elon Musk's total Tesla share ownership after this transaction?

He now reports 96 M shares directly plus 410.8 M shares indirectly, totaling about 506.8 M shares.

Does the grant require regulatory approval?

Yes. Delivery is contingent on expiration of the Hart-Scott-Rodino waiting period.

Under which plan was the award issued?

The shares were granted under Tesla’s 2019 Equity Incentive Plan.