TSLA: Elon Musk acquires 423,743,904 restricted shares; vesting set

Rhea-AI Filing Summary

Tesla (TSLA) disclosed a Form 4 for Elon Musk, noting the acquisition of 423,743,904 shares of restricted stock on 11/06/2025 pursuant to the company’s 2025 CEO Performance Award.

The award consists of twelve equal tranches granted after required approvals. The shares are subject to a voting agreement, and Musk has given an irrevocable proxy to the company’s secretary to vote them under that agreement. Each tranche must meet specified conditions to be earned. If earned on or prior to September 3, 2030, tranches vest on March 3, 2033; if earned from September 4, 2030 through September 3, 2035, tranches vest on September 3, 2035, in each case subject to stated conditions.

The filing lists a $334.09 amount in the price column, described as an offset amount payable unconditionally upon vesting of the restricted stock award. Following the reported transaction, Musk beneficially owned 519,743,904 shares directly and 413,362,808 shares indirectly through the Elon Musk Revocable Trust dated July 22, 2003.

Insights

Equity compensation analyst

Large restricted stock grant tied to multi-year, condition-based vesting.

Elon Musk reported acquiring 423,743,904 restricted shares under Tesla’s 2025 CEO Performance Award. The award was granted in twelve equal tranches and is subject to earning conditions before vesting. A voting agreement applies, with an irrevocable proxy to the company’s secretary.

Vesting depends on when tranches are earned: tranches earned by September 3, 2030 vest on March 3, 2033; tranches earned from September 4, 2030 to September 3, 2035 vest on September 3, 2035, each subject to specified conditions. The filing notes $334.09 in the price column as an offset amount payable unconditionally upon vesting.

Post-transaction beneficial ownership is 519,743,904 shares directly and 413,362,808 indirectly via the Elon Musk Revocable Trust. Actual outcomes depend on tranche earning and vesting conditions disclosed.

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

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	11/06/2025		A(1)		423,743,904	A	$334.09(2)	519,743,904	D
Common Stock								413,362,808	I	By Trust(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

Explanation of Responses:

1. These shares of restricted stock 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.

2. Represents offset amount payable unconditionally upon vesting of this restricted stock award.

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

	By: Aaron Beckman by Power of Attorney For: Elon Musk	11/10/2025
	** 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).
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FAQ

What did Tesla (TSLA) disclose in this Form 4?

Elon Musk reported acquiring 423,743,904 shares of restricted stock on 11/06/2025 under Tesla’s 2025 CEO Performance Award.

How many Tesla shares does Elon Musk own after this transaction?

Following the transaction, he beneficially owned 519,743,904 shares directly and 413,362,808 shares indirectly through a trust.

What is the vesting schedule for Musk’s 2025 CEO Performance Award?

Tranches earned by September 3, 2030 vest on March 3, 2033; tranches earned from September 4, 2030 to September 3, 2035 vest on September 3, 2035, subject to conditions.

What does the $334.09 amount represent in the filing?

The filing states $334.09 is an offset amount payable unconditionally upon vesting of the restricted stock award.

Are these shares subject to any voting arrangements?

Yes. The shares are subject to a voting agreement, and an irrevocable proxy has been given to the company’s secretary to vote them under that agreement.

How are the restricted shares structured?

They were granted in twelve equal tranches. Each tranche must satisfy stated conditions to be earned before vesting on the specified dates.