Tesla (TSLA) director sells 25,731 shares after exercising 40,000 options

Rhea-AI Filing Summary

Tesla, Inc. director Kathleen Wilson-Thompson reported exercising a non-qualified stock option for 40,000 shares of common stock on February 25, 2026. The option had fully vested by June 18, 2022, and the common shares from the exercise are shown at a price of $14.99 per share.

On the same date, she executed a series of open-market sales totaling 25,731 shares of Tesla common stock at weighted average prices ranging from $412.210 to $419.410 per share, under a Rule 10b5-1 trading plan adopted on November 26, 2025. Following these transactions, her directly owned Tesla common stock position is reported as 19,669 shares.

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
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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^*

Wilson-Thompson Kathleen

(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)
02/25/2026

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	02/25/2026		M(1)		40,000	A	$14.99	45,400	D
Common Stock	02/25/2026		S(1)		80	D	$412.46(2)	45,320	D
Common Stock	02/25/2026		S(1)		4,777	D	$413.952(3)	40,543	D
Common Stock	02/25/2026		S(1)		7,501	D	$414.85(4)	33,042	D
Common Stock	02/25/2026		S(1)		6,825	D	$415.862(5)	26,217	D
Common Stock	02/25/2026		S(1)		3,148	D	$416.824(6)	23,069	D
Common Stock	02/25/2026		S(1)		2,960	D	$417.516(7)	20,109	D
Common Stock	02/25/2026		S(1)		440	D	$418.888(8)	19,669	D

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)	$14.99	02/25/2026		M(1)			40,000	(9)	06/18/2026	Common Stock	40,000	$0.000	80,948	D

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 November 26, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.210 to $412.710, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $413.320 to $414.310, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $414.320 to $415.310, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $415.320 to $416.310, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $416.330 to $417.320, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $417.330 to $418.310, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $418.500 to $419.410, 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.

9. 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary from June 18, 2019, such that all shares subject to the option were fully vested and exercisable by June 18, 2022.

	By: Aaron Beckman, Power of Attorney For: Kathleen Wilson-Thompson	02/27/2026
	** 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.
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FAQ

What did Tesla (TSLA) director Kathleen Wilson-Thompson report on this Form 4?

She reported exercising options for 40,000 Tesla shares and selling 25,731 shares in open-market transactions on February 25, 2026, under a pre-established Rule 10b5-1 trading plan, leaving her with 19,669 shares of Tesla common stock held directly.

How many Tesla (TSLA) shares did Kathleen Wilson-Thompson sell and at what prices?

She sold a total of 25,731 Tesla common shares in multiple open-market trades at weighted average prices ranging from $412.210 to $419.410 per share, with detailed per-trade pricing ranges described in the filing’s footnotes for each sale transaction.

What options did Kathleen Wilson-Thompson exercise in this Tesla (TSLA) Form 4?

She exercised a non-qualified stock option covering 40,000 Tesla shares on February 25, 2026. The filing notes the option vested monthly from June 18, 2019, and was fully vested and exercisable by June 18, 2022, before this exercise.

Was Kathleen Wilson-Thompson’s Tesla (TSLA) stock sale under a Rule 10b5-1 plan?

Yes. The filing states all reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 26, 2025, indicating the sales were pre-arranged according to SEC rules rather than initiated at the time of execution.

How many Tesla (TSLA) shares does Kathleen Wilson-Thompson hold after these transactions?

After exercising options and completing the open-market sales described, she is reported as directly owning 19,669 Tesla common shares. The filing lists this share count as the total held following the final sale transaction on February 25, 2026.

What do the weighted average prices mean in the Tesla (TSLA) Form 4 footnotes?

Each reported sale price is a weighted average for multiple trades within a narrow price range, such as $412.210 to $412.710. The director has agreed to provide full trade-by-trade price and share details to Tesla, shareholders, or SEC staff upon request.