TSLA Form 4: James Murdoch Disposes of 120K Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

James R. Murdoch, a Tesla director, sold 120,000 shares of Tesla common stock on 08/26/2025 under a Rule 10b5-1 trading plan adopted May 20, 2025. The reported weighted-average sale price was $350.286, with individual sale prices ranging from $350.000 to $350.780. After the sale, Mr. Murdoch beneficially owned 697,031 shares indirectly through the JRM Rev. Trust and an additional 157,275 shares indirectly through the Seven Hills Trust. The Form 4 was signed by a power of attorney on behalf of Mr. Murdoch on 08/28/2025. The filing discloses that full price-by-price details are available upon request.

Positive

• Trade executed under Rule 10b5-1 plan, indicating pre-arranged compliance with insider trading rules
• Weighted-average and price range disclosed, and the filer offers to provide per-price details on request
• Post-transaction beneficial ownership disclosed for both JRM Rev. Trust and Seven Hills Trust

Negative

• Director sold 120,000 shares, which reduces his reported beneficial holdings and may be viewed unfavorably by some investors
• Large single-day disposition (120,000 shares) could be perceived as material by market participants depending on trading context

Insights

Securities Analyst

Insider sale under 10b5-1; routine disclosure, limited market signal.

The sale of 120,000 shares by a director was executed under a pre-established Rule 10b5-1 plan, which typically reduces interpretation of the trade as opportunistic. The weighted-average sale price of $350.286 and the disclosed range show the transactions were executed across multiple fills. Post-transaction beneficial ownership remains concentrated in trusts, with 697,031 and 157,275 shares reported indirectly. For investors, this is a transparent compliance disclosure rather than new operational information.

Corporate Governance Expert

Governance process followed; 10b5-1 adoption documented, supporting compliance.

The filing explicitly states the trades were made pursuant to a 10b5-1 trading plan adopted on May 20, 2025, and the filer offers to provide granular price breakdowns on request, which aligns with strong disclosure practices. The use of a power of attorney to sign the Form 4 is customary. While the sale decreases beneficial holdings, the information provided is procedural and properly documented under Section 16 reporting rules.

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).

X

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^*

MURDOCH JAMES R

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S(1)		120,000	D	$350.286(2)	697,031	I	By JRM Rev. Trust
Common Stock								157,275	I	By Seven Hills Trust

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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.000 to $350.780, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	By: Aaron Beckman, Power of Attorney For: James Murdoch	08/28/2025
	** 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

Who sold shares of TSLA in this Form 4 filing?

James R. Murdoch, a Tesla director, is the reporting person who sold shares.

How many TSLA shares were sold and on what date?

120,000 shares were sold on 08/26/2025.

At what price were the TSLA shares sold?

The weighted-average sale price was $350.286, with individual sales ranging from $350.000 to $350.780.

Were the sales part of a trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2025.

What beneficial ownership does Mr. Murdoch report after the sale?

He reports indirect beneficial ownership of 697,031 shares via the JRM Rev. Trust and 157,275 shares via the Seven Hills Trust.