Tesla, Inc. (NASDAQ: TSLA) CEO Elon Musk exercises massive Award and holds 710M shares
Rhea-AI Filing Summary
Tesla CEO Elon Musk exercised a large performance-based stock option Award on June 16, 2026, acquiring 303,960,630 shares of common stock at an exercise price of $23.34 per share. Tesla withheld 17,531,857 shares to settle exercise obligations, with no open‑market sales, and Musk now holds 710,172,677 shares directly plus 413,152,109 indirectly via a revocable trust.
Positive
- None.
Negative
- None.
Insights
Musk fully exercises a massive option award, pays via share withholding, and retains a very large Tesla equity stake.
Elon Musk exercised a non-qualified stock option for 303,960,630 Tesla shares at an exercise price of $23.34 per share, stemming from a previously approved 2018 performance-based CEO award that was adjusted for stock splits. This converts a large derivative position into common stock as part of his compensation structure.
To cover exercise price obligations, Tesla withheld 17,531,857 shares at $404.66 per share through net share settlement, explicitly without any open-market sales. After these actions, Musk directly owns 727,704,534 shares and indirectly 413,152,109 shares via his revocable trust, indicating he continues to hold a substantial equity position.
The filing also notes 423,743,904 restricted shares under a 2025 CEO Performance Award, subject to a voting agreement and multi-year service- and performance-based vesting schedules extending to 2033 and 2035. Subsequent disclosures may clarify how future vesting events interact with Musk’s overall ownership and voting arrangements.
Insider Trade Summary
Net Buyer: 286,428,773 shares
Net Buy
4 txns
Insider
Musk Elon
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualified Stock Option (right to buy) | 303,960,630 | $0.00 | $0.00 |
| Exercise | Common Stock | 303,960,630 | $23.34 | $7.09B |
| Exercise Price or Tax Liability | Common Stock | 17,531,857 | $404.66 | $7.09B |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 710,172,677 shares (Direct);
Common Stock — 413,152,109 shares (Indirect, By Trust)
Footnotes (5)
- F1. Represents shares of restricted stock underlying exercise of a performance-based stock option award to purchase shares of common stock of Tesla, Inc. (the "Company" and such award, the "Award") in accordance with an implementation agreement, dated April 21, 2026 (the "Implementation Agreement") between the Company and the Reporting Person. The Reporting Person delivered notice of the intended exercise date and method to the Company on June 9, 2026 in accordance with the five business day notice period pursuant to the Implementation Agreement. The shares of restricted stock are scheduled to vest on January 19, 2028, subject to the Reporting Person's satisfaction of a service-based vesting condition.
- F2. 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.
- F3. Represents shares of common stock withheld by the Company in connection with net share settlement, in accordance with the Implementation Agreement, to satisfy the Reporting Person's exercise price obligations related to the Reporting Person's exercise of the Award. The transaction did not involve any open-market sales of securities.
- F4. The Elon Musk Revocable Trust dated July 22, 2003, for which the Reporting Person is the trustee.
- F5. On January 21, 2018, the Reporting Person was granted the Award, which was originally in respect of 20,264,042 shares of common stock of the Company at an exercise price of $350.02, by the Company's board of directors, subject to shareholder approval of the Award. The Company's shareholders approved the Award on March 21, 2018. The Award was adjusted to give effect to a five-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 28, 2020 and a three-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 24, 2022. The Award's split-adjusted exercise price is $23.34. The shares vested in twelve equal installments upon the achievement of performance milestones that were based on operational and market capitalization metrics.
Key Figures
Option Exercise Shares: 303,960,630 shares
Exercise Price: $23.34 per share
Tax-Withheld Shares: 17,531,857 shares
+6 more
9 metrics
Option Exercise Shares
303,960,630 shares
Common shares acquired by Elon Musk on June 16, 2026 via exercise of a performance-based Award.
Exercise Price
$23.34 per share
Split-adjusted exercise price of the Award following Tesla’s 2020 and 2022 stock splits.
Tax-Withheld Shares
17,531,857 shares
Shares of Tesla common stock withheld in net share settlement to satisfy exercise price obligations.
Tax-Settlement Price
$404.66 per share
Per-share value used for the shares withheld in connection with net share settlement.
Direct Common Stock Holdings
710,172,677 shares
Elon Musk’s direct Tesla common stock position after the reported transactions.
Indirect Trust Holdings
413,152,109 shares
Tesla common stock held indirectly via the Elon Musk Revocable Trust dated July 22, 2003.
Restricted Stock under 2025 CEO Award
423,743,904 shares
Restricted shares granted in twelve tranches pursuant to Tesla’s 2025 CEO Performance Award.
Original Award Size
20,264,042 shares
Number of Tesla common shares originally subject to the Award granted on January 21, 2018.
Original Award Exercise Price
$350.02 per share
Initial per-share exercise price of the Award before subsequent stock splits.
Key Terms
Non-Qualified Stock Option (right to buy), net share settlement, restricted stock, voting agreement, +2 more
6 terms
Non-Qualified Stock Option (right to buy) financial
"Listed as the security title for the derivative Award exercised by Elon Musk."
restricted stock financial
"Includes 423,743,904 shares of restricted stock that were granted pursuant to Tesla, Inc.'s 2025 CEO Performance Award."
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.
voting agreement financial
"The shares of restricted stock are subject to a voting agreement."
A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.
irrevocable proxy regulatory
"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.
performance-based stock option award financial
"Represents shares of restricted stock underlying exercise of a performance-based stock option award."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Tesla (TSLA) CEO Elon Musk disclose in this Form 4?
Elon Musk reported exercising a performance-based option Award for 303,960,630 shares of Tesla common stock at $23.34 per share. Tesla withheld 17,531,857 shares to settle exercise obligations, and Musk’s post-transaction holdings total 710,172,677 shares directly plus 413,152,109 indirectly via a trust.
Was Elon Musk’s Tesla (TSLA) option exercise under a Rule 10b5-1 trading plan?
The Form 4’s Rule 10b5‑1 checkbox is not marked as affirming a trading plan, indicating the transactions are not reported as occurring under a Rule 10b5‑1 or similar pre-arranged trading arrangement. Related footnotes instead describe an Implementation Agreement governing the Award’s exercise mechanics.
What is the nature of the restricted stock tied to Tesla (TSLA) CEO awards?
The filing references 423,743,904 restricted shares granted in twelve tranches under Tesla’s 2025 CEO Performance Award. These shares are subject to a voting agreement, an irrevocable proxy to Tesla’s secretary, performance milestones, and long-term vesting dates in 2033 and 2035 depending on when tranches are earned.