Tesla Inc SEC Filings

James R. Murdoch, a Tesla director, reported a sale of 60,000 Tesla (TSLA) shares on 09/15/2025 at $422.68 per share under a pre-established trading plan. The Form 4 shows the sale was executed under a Rule 10b5-1 plan adopted May 20, 2025. After the reported transaction, the filing lists beneficial holdings of 637,031 shares held indirectly by the JRM Rev. Trust and 157,275 shares held indirectly by the Seven Hills Trust.

The filing was signed by Aaron Beckman as power of attorney for James Murdoch on 09/17/2025. No derivative transactions, exercise dates, or additional price terms are reported in this filing.

Tesla's 2025 Definitive Proxy Statement outlines proposals for the November 6, 2025 annual meeting and explains the Board’s recommendation to: (1) amend and restate the 2019 Equity Incentive Plan to create a Special Share Reserve of 207,960,630 shares and to replenish the employee pool by 60,000,000 shares; and (2) approve a new 2025 CEO Performance Award tied to extraordinary operational and market-capitalization milestones. The filing highlights recent company achievements — the 8 millionth vehicle delivered, >37 GWh of energy storage deployed from Q3 2024–Q2 2025, new Model Y launches across factories, Robotaxis launched in Austin (June 2025), and a Samsung chip deal (July 2025). The 2025 CEO Performance Award requires unprecedented targets (market-capitalization goals described as creating nearly $7.5 trillion in shareholder value and up to an $8.5 trillion market cap scenario with sustained Adjusted EBITDA near $400 billion) and includes long vesting (at least 7.5 to 10 years) and structural protections. The Special Committee and Board (with recusal) present these proposals as necessary to retain and incentivize the CEO and to ensure sufficient share availability for employees amid competitive talent markets. The proxy also lists director elections, a proposal to eliminate supermajority voting, ratification of PwC, and numerous shareholder proposals with the Board's recommendations.

Tesla insider filing a Form 144 notifies a proposed sale of 20,000 common shares through Morgan Stanley Smith Barney on 09/11/2025 with an aggregate market value of $7,275,102.00. The filing lists the acquisition history for 12 lots of vested restricted stock and employee stock purchase plan purchases between 2020 and 2024, showing grant/vesting dates and amounts (largest single vesting: 6,105 shares on 03/05/2021). It also discloses a prior sale of 15,000 shares on 06/12/2025 for $4,857,111.00. The filer certifies no undisclosed material adverse information.

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.

Form 144 filed for TSLA insider sale of restricted shares. The notice reports an intended sale of 2,606 shares of common stock through Morgan Stanley Smith Barney on or about 09/08/2025 on NASDAQ, with an aggregate market value of $918,311.40. The shares were acquired as restricted stock on 09/05/2025 and paid for on that date. The filing also lists three prior sales by the same person in the past three months: 2,000, 4,000, and 2,564 shares with gross proceeds of $600,000.00, $1,171,544.40, and $732,571.93, respectively. The filer attests there is no undisclosed material adverse information.

Tesla, Inc. updated and executed a form of Indemnification Agreement with each of its directors and executive officers. The agreement commits the company to indemnify and advance expenses to covered individuals to the fullest extent permitted under Texas law and to continue coverage under the company’s directors’ and officers’ insurance policies. A copy of the form is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference. The filing notes that the summary is qualified in its entirety by the full text of the Indemnification Agreement.

Tesla's preliminary proxy frames a next-decade plan centered on retaining Elon Musk and accelerating product-led growth. The company reports its redomestication to Texas and highlights operational milestones including delivery of the 8 millionth vehicle, deployment of more than 37 GWh of energy storage (Q3 2024 through Q2 2025), launches of a new Model Y across four factories, public Robotaxi deployments in Austin in June 2025, and a chip production partnership with Samsung in July 2025. The Board's Special Committee completed a seven-month review and has already granted a 2025 CEO Interim Award. Shareholders are asked to vote on: director elections, ratification of PwC, elimination of supermajority voting, approval of an amended and restated 2019 Equity Incentive Plan that would create a 207,960,630-share Special Share Reserve and add 60,000,000 shares to the employee pool, and approval of a 2025 CEO Performance Award with unprecedented operational and market-capitalization milestones (including targets described as requiring trillions in shareholder value). The annual meeting is set for November 6, 2025.

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.

Form 144 filed for Tesla, Inc. (TSLA) discloses a proposed sale of 120,000 common shares through J.P. Morgan Securities LLC with an aggregate market value of $41,592,000. The shares represent part of an outstanding base of 3,225,448,889 shares and are scheduled for sale on 08/26/2025 on Nasdaq. The filer acquired the shares on 03/10/2025 via an option exercise and paid in cash on the acquisition date. The filing reports no securities sold in the past three months by the account and includes the standard representation that the seller is unaware of undisclosed material adverse information.