Elon Musk (TSLA) forfeits 96M shares, still holds 423.7M restricted

Rhea-AI Filing Summary

Tesla, Inc. CEO Elon Musk reported a large equity adjustment involving restricted stock. On April 21, 2026, he disposed of 96,000,000 shares of Common Stock to Tesla in a "Disposition to issuer" coded as D, reflecting a forfeiture of a restricted stock award granted under Tesla’s 2019 Equity Incentive Plan as a result of a defined Tornetta Decision Event.

Following this forfeiture, Musk directly holds 423,743,904 shares of restricted stock granted under Tesla’s 2025 CEO Performance Award, issued in twelve equal tranches and subject to performance and other conditions, with vesting tied to March 3, 2033 or September 3, 2035 depending on when conditions are earned. Separately, 413,152,109 shares are reported as indirectly owned through the Elon Musk Revocable Trust dated July 22, 2003.

Insights

Corporate governance and equity compensation analyst

Musk forfeits 96M Tesla restricted shares while retaining a very large performance-based grant.

Elon Musk’s filing shows a Disposition to issuer of 96,000,000 Tesla common shares tied to a restricted stock award under the 2019 Equity Incentive Plan, explicitly described as a forfeiture after a Tornetta Decision Event. This is not a market sale; the shares return to Tesla rather than entering public float.

After this event, Musk directly holds 423,743,904 restricted shares from the 2025 CEO Performance Award, issued in twelve tranches and still subject to earning and vesting conditions extending to 2033 and 2035. He also reports 413,152,109 shares indirectly via the Elon Musk Revocable Trust dated July 22, 2003. The filing highlights substantial potential equity exposure that depends on future performance and condition satisfaction, but does not itself change Tesla’s operating outlook.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Musk Elon

Role CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	96,000,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 423,743,904 shares (Direct, null); Common Stock — 413,152,109 shares (Indirect, By Trust)

Footnotes (1)

1. Represents a forfeiture of the restricted stock award granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan on August 3, 2025, as a result of a Tornetta Decision Event (as defined in such restricted stock award). 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. The Elon Musk Revocable Trust dated July 22, 2003, for which the Reporting Person is the trustee.

Key Figures

Shares forfeited to issuer: 96,000,000 shares Direct restricted shares after transaction: 423,743,904 shares Indirect holdings via trust: 413,152,109 shares +3 more

6 metrics

Shares forfeited to issuer 96,000,000 shares Disposition to issuer (code D) on April 21, 2026

Direct restricted shares after transaction 423,743,904 shares Restricted stock from 2025 CEO Performance Award

Indirect holdings via trust 413,152,109 shares Held through Elon Musk Revocable Trust dated July 22, 2003

2019 Equity Incentive Plan grant date August 3, 2025 Grant date of forfeited restricted stock award

Early vesting date for earned tranches March 3, 2033 For tranches earned on or before September 3, 2030

Later vesting date for earned tranches September 3, 2035 For tranches earned from September 4, 2030 through September 3, 2035

Key Terms

restricted stock, 2019 Equity Incentive Plan, 2025 CEO Performance Award, voting agreement, +2 more

6 terms

restricted stock financial

"Represents a forfeiture of the restricted stock award granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2019 Equity Incentive Plan financial

"restricted stock award granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan on August 3, 2025"

2025 CEO Performance Award financial

"shares of restricted stock that were granted pursuant to Tesla, Inc.'s 2025 CEO Performance Award in twelve equal tranches"

voting agreement financial

"The shares of restricted stock are subject to a voting agreement, and the Reporting Person has given an irrevocable proxy"

irrevocable proxy financial

"the Reporting Person has given an irrevocable proxy to the Company's secretary to vote the shares"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

Tornetta Decision Event financial

"as a result of a Tornetta Decision Event (as defined in such restricted stock award)"

Form 4 Insider Transactions: What Each Field Means →

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 TEXAS 78725

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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

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

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

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	04/21/2026		D(1)		96,000,000	D	$0.00	423,743,904(2)	D
Common Stock								413,152,109	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. Represents a forfeiture of the restricted stock award granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan on August 3, 2025, as a result of a Tornetta Decision Event (as defined in such restricted stock award).

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. 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	04/23/2026
	** 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)

FAQ

What did Elon Musk report in this Tesla (TSLA) Form 4 filing?

Elon Musk reported a forfeiture of restricted Tesla shares and updated his holdings. He disposed of 96,000,000 common shares back to Tesla and now reports 423,743,904 restricted shares from a 2025 CEO Performance Award plus 413,152,109 shares held indirectly via his revocable trust.

How many Tesla (TSLA) shares did Elon Musk forfeit in this transaction?

Elon Musk forfeited 96,000,000 shares of Tesla common stock, reported as a "Disposition to issuer" at a price of $0.00 per share. The footnote explains this reflects forfeiture of a restricted stock award granted under Tesla’s 2019 Equity Incentive Plan after a Tornetta Decision Event.

What is Elon Musk’s remaining Tesla (TSLA) restricted stock from the 2025 CEO Performance Award?

After the reported forfeiture, Elon Musk holds 423,743,904 shares of restricted Tesla stock from the 2025 CEO Performance Award. These shares are issued in twelve equal tranches, subject to specified earning conditions and vesting dates in 2033 or 2035 if those conditions are met.

How many Tesla (TSLA) shares does Elon Musk hold indirectly through his trust?

Elon Musk reports 413,152,109 Tesla common shares held indirectly through the Elon Musk Revocable Trust dated July 22, 2003. The filing notes this trust relationship in a footnote, clarifying that these shares are reported as indirectly owned rather than as direct personal holdings.

What does the Tornetta Decision Event reference mean for Elon Musk’s Tesla (TSLA) shares?

The filing states the 96,000,000-share forfeiture reflects a restricted stock award loss triggered by a Tornetta Decision Event, as defined in that award. It ties the forfeiture to specific conditions in the award documentation rather than a discretionary market sale or open-market transaction.

When do Elon Musk’s 2025 CEO Performance Award Tesla (TSLA) shares vest?

The filing explains each tranche of the 2025 CEO Performance Award vests only if earned and conditions are met. Tranches earned on or before September 3, 2030 vest March 3, 2033, while tranches earned from September 4, 2030 through September 3, 2035 vest on September 3, 2035.