Elon Musk (TSLA) exercises options for 303,960,630 Tesla shares with no market sale

Rhea-AI Filing Summary

Tesla, Inc. CEO Elon Musk reported a large option exercise and related share withholding, with no open‑market sales. He exercised a non-qualified stock option covering 303,960,630 shares of Tesla common stock at an exercise price of $23.34 per share under a previously approved performance-based award and an implementation agreement. In connection with a net share settlement, Tesla withheld 17,531,857 shares at $404.66 per share to satisfy Musk’s exercise price obligations, and the company states this did not involve any open-market sales of securities. Following these transactions, Musk directly holds 727,704,534 Tesla shares and indirectly holds 413,152,109 shares through the Elon Musk Revocable Trust, for which he serves as trustee. The exercised award and related restricted stock tranches remain subject to long-term service- and performance-based vesting conditions.

Insights

Equity compensation and governance analyst

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

303,960,630 shares exercised/converted

Mixed 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	--
Exercise	Common Stock	303,960,630	$23.34	$7.09B
Tax Withholding	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, null); Common Stock — 727,704,534 shares (Direct, null); Common Stock — 413,152,109 shares (Indirect, By Trust)

Footnotes (1)

1. 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. 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. 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. The Elon Musk Revocable Trust dated July 22, 2003, for which the Reporting Person is the trustee. 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 shares exercised: 303,960,630 shares Exercise price: $23.34 per share Shares withheld for obligations: 17,531,857 shares +5 more

8 metrics

Option shares exercised 303,960,630 shares Non-qualified stock option exercise at $23.34 per share

Exercise price $23.34 per share Split-adjusted price for 2018 CEO award

Shares withheld for obligations 17,531,857 shares Net share settlement at $404.66 per share

Direct holdings after transactions 727,704,534 shares Tesla common stock held directly by Elon Musk

Indirect holdings via trust 413,152,109 shares Held by Elon Musk Revocable Trust

Restricted stock in 2025 CEO Award 423,743,904 shares Subject to performance and service vesting

Original award size (pre-split) 20,264,042 shares Granted in 2018 at $350.02 per share

Original exercise price (pre-split) $350.02 per share Before stock-split adjustments

Key Terms

Non-Qualified Stock Option, net share settlement, restricted stock, performance-based stock option award, +1 more

5 terms

Non-Qualified Stock Option financial

"security_title: "Non-Qualified Stock Option (right to buy)""

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

net share settlement financial

"Represents shares of common stock withheld by the Company in connection with net share settlement"

Net share settlement is a way of paying for financial transactions using only the difference in shares rather than exchanging full amounts of stock or cash. It’s like settling a debt by giving someone the exact number of shares needed to balance the books, making trades quicker and simpler. This method helps reduce the number of shares changing hands, saving time and costs.

restricted stock financial

"Represents shares of restricted stock underlying exercise of a performance-based stock option 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.

performance-based stock option award financial

"exercise of a performance-based stock option award to purchase shares of common stock"

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.

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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)
06/16/2026

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	06/16/2026		M		303,960,630(1)	A	$23.34	727,704,534(2)	D
Common Stock	06/16/2026		F(3)		17,531,857	D	$404.66	710,172,677	D
Common Stock								413,152,109	I	By Trust(4)

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
Non-Qualified Stock Option (right to buy)	$23.34	06/16/2026		M(1)			303,960,630	(5)	01/20/2028	Common Stock	303,960,630	$0.00	0	D

Explanation of Responses:

1. 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.

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. 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.

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

5. 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.

	By: Aaron Beckman by Power of Attorney For: Elon Musk	06/17/2026
	** 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 exercising a non-qualified stock option for 303,960,630 Tesla shares at an exercise price of $23.34 per share. Tesla withheld 17,531,857 shares for exercise price obligations, and the filing states there were no open-market sales of securities.

How many Tesla (TSLA) shares did Elon Musk acquire through option exercise?

Musk exercised a performance-based stock option covering 303,960,630 Tesla common shares at a split-adjusted exercise price of $23.34 per share. This converts a large derivative award, originally granted in 2018 and adjusted for stock splits, into common stock under an implementation agreement.

Were any of Elon Musk’s Tesla (TSLA) shares sold on the open market?

The filing states that 17,531,857 Tesla shares were withheld by the company in a net share settlement to satisfy exercise price obligations, and explicitly notes the transaction did not involve any open-market sales of securities. The disposition is characterized as payment of exercise price or tax liability.

What are Elon Musk’s Tesla (TSLA) share holdings after this Form 4?

After the reported transactions, Musk holds 727,704,534 Tesla shares directly and 413,152,109 shares indirectly through the Elon Musk Revocable Trust. These figures reflect his post-transaction ownership positions as disclosed, following the large option exercise and related share withholding.

What is the 2025 CEO Performance Award mentioned in the Tesla (TSLA) Form 4?

The filing notes 423,743,904 shares of restricted stock granted under Tesla’s 2025 CEO Performance Award in twelve equal tranches. These shares are subject to a voting agreement and vest only if specified conditions are met, with potential vesting dates in 2033 and 2035.

How were the terms of Elon Musk’s Tesla (TSLA) option award determined?

Musk’s award was granted in 2018 for 20,264,042 shares at a $350.02 exercise price, subject to shareholder approval obtained in March 2018. It was later adjusted for Tesla’s 5-for-1 and 3-for-1 stock splits, resulting in a split-adjusted exercise price of $23.34 per share.