TSLA Form 4: CFO Vesting 6,538 RSUs; 2,605.5 Shares Sold for Taxes

Rhea-AI Filing Summary

Vaibhav Taneja, Chief Financial Officer of Tesla, Inc. (TSLA), reported routine equity activity tied to vested restricted stock units. On 09/05/2025, 6,538 RSUs vested and were converted into common stock. Following the vest, the issuer automatically withheld and sold 2,605.5 shares on 09/08/2025 at $352.384 per share to satisfy tax-withholding obligations, leaving the reporting person with 9,856 shares directly beneficially owned. The filing also discloses 111,000 shares held indirectly: 55,500 in GRATs for which he is trustee and 55,500 held by his spouse in separate GRATs. The RSU award vests in quarterly installments through 09/05/2028.

Insights

Financial Analyst

TL;DR: Routine CFO RSU vesting and tax-sell; no material change to ownership or control.

The transactions reflect standard compensation mechanics: issuance of 6,538 shares upon RSU vesting and an automatic sell of 2,605.5 shares to cover tax withholding at $352.384 per share. The remaining direct holdings (9,856 shares) and substantial indirect holdings via GRATs (111,000 shares total) indicate continued economic exposure but do not represent a material shift in ownership for a company of Tesla's size. This is a typical disclosure and should be viewed as non-eventful from a corporate-control perspective.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; vesting schedule and GRAT details are clearly stated.

The Form 4 provides clear compliance with Section 16 reporting requirements by documenting vesting, automatic tax withholding via share sale, and the structure of indirect holdings in grantor retained annuity trusts (GRATs). The filing specifies the RSU vesting cadence (1/16 initial then quarterly through 09/05/2028), which helps stakeholders understand future potential insider share issuances. No indications of atypical or opportunistic insider behavior are present in this report.

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^*

Taneja Vaibhav

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		M(1)		6,538	A	$0.0	12,461.5	D
Common Stock	09/08/2025		S(2)		2,605.5	D	$352.384	9,856	D
Common Stock								111,000	I	See Footnote(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
Restricted Stock Unit	$0.0	09/05/2025		M			6,538	(4)	(4)	Common Stock	6,538	$0.000	78,458	D

Explanation of Responses:

1. Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on September 5, 2025.

2. PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, THESE SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.

3. 55,500 shares are held directly by the reporting person in GRATs, for which the reporting person is a trustee, and 55,500 shares are held directly by the spouse of the reporting person in GRATs, for which the spouse of the reporting person is a trustee.

4. 1/16 of the total restricted stock units initially subject to this award vested on December 5, 2024 and 1/16th of the total units initially subject to this award vest every quarter thereafter, so that all such shares subject to this award will be fully vested on September 5, 2028.

	By: Aaron Beckman, Power of Attorney For: Vaibhav Taneja	09/09/2025
	** 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

What insider transactions did Tesla CFO Vaibhav Taneja report on Form 4 (TSLA)?

The Form 4 reports the vesting of 6,538 RSUs on 09/05/2025, an automatic sale of 2,605.5 shares on 09/08/2025 at $352.384 per share to cover taxes, and retained direct ownership of 9,856 shares.

How many Tesla shares does Vaibhav Taneja indirectly own after this filing?

The filing discloses 111,000 shares held indirectly in GRATs: 55,500 held by the reporting person as trustee and 55,500 held by the spouse as trustee.

Why were 2,605.5 shares sold by Tesla in this Form 4?

Per the filing, the issuer automatically withheld and sold those shares to satisfy the reporting person’s tax-withholding obligations related to the RSU vesting.

What is the RSU vesting schedule disclosed in the filing?

The award vests with 1/16 of the total on 12/05/2024 and then 1/16 every quarter thereafter, completing vesting on 09/05/2028.

Who signed the Form 4 for Vaibhav Taneja and when?

The form was signed by Aaron Beckman, Power of Attorney for Vaibhav Taneja on 09/09/2025.