Musk reports 717.1M Tesla shares (20.3%)

Tesla, Inc. reports Elon R. Musk beneficial ownership of 717,112,739 shares of Common Stock.

Rhea-AI Filing Summary

Tesla, Inc. reports Elon R. Musk beneficial ownership of 717,112,739 shares of Common Stock. The filing states this equals 20.3% of the class, calculated on 3,755,723,871 shares outstanding as of April 16, 2026. The amount includes 413,152,109 shares held by the Elon Musk Revocable Trust and 303,960,630 option shares exercisable within 60 days of April 21, 2026 under an Implementation Agreement. The filing notes certain awards (including a forfeited 96,000,000 interim award and a 423,743,904 performance award subject to a Voting Agreement) are disclaimed or subject to voting/proxy arrangements.

Key Figures

Beneficially owned shares: 717,112,739 shares Percent of class: 20.3% Shares outstanding: 3,755,723,871 shares +4 more

7 metrics

Beneficially owned shares 717,112,739 shares Amount beneficially owned as reported in the amendment

Percent of class 20.3% Calculated on 3,755,723,871 shares outstanding as of April 16, 2026

Shares outstanding 3,755,723,871 shares Shares outstanding used to calculate percentage ownership (as of April 16, 2026)

Options exercisable within 60 days 303,960,630 shares Options counted under SEC Rule 13d3(d)(1)(i), exercisable within 60 days of April 21, 2026

Trust-held shares 413,152,109 shares Shares held by the Elon Musk Revocable Trust dated July 22, 2003

Forfeited interim award 96,000,000 shares 2025 CEO Interim Award forfeited on April 21, 2026 due to a Tornetta Decision Event

2025 performance award 423,743,904 shares Performance-based restricted stock award subject to a Voting Agreement and irrevocable proxy

Key Terms

Implementation Agreement, Tornetta Decision Event, Voting Agreement, irrevocable proxy

4 terms

Implementation Agreement regulatory

"options...are the subject of an implementation agreement, dated April 21, 2026"

Tornetta Decision Event legal

"forfeited on April 21, 2026 as a result of a Tornetta Decision Event"

Voting Agreement corporate governance

"which shares are subject to a voting agreement (the "Voting Agreement")"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

irrevocable proxy corporate governance

"an irrevocable proxy has been given to Tesla's secretary to vote the shares"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

FAQ

How many Tesla (TSLA) shares does Elon Musk beneficially own?

Elon Musk beneficially owns 717,112,739 shares of Tesla common stock. This total includes trust-held shares and options exercisable within 60 days that are counted under SEC rules.

What percentage of Tesla (TSLA) does Musk own?

Mr. Musk's ownership equals 20.3% of the class. The percentage is calculated using 3,755,723,871 shares outstanding as of April 16, 2026 and SEC Rule 13d assumptions.

Do Musk's reported shares include options or restricted awards for TSLA?

Yes. The filing includes 303,960,630 option shares exercisable within 60 days of April 21, 2026. It excludes certain restricted awards that are disclaimed or subject to voting agreements.

What restricted awards are excluded from Musk's beneficial ownership?

The filing excludes a forfeited interim award of 96,000,000 shares and a 423,743,904 share performance award subject to a Voting Agreement and irrevocable proxy.

How does the filing treat voting and dispositive power for Musk's holdings?

The filing reports Mr. Musk has sole and shared voting and dispositive power over 717,112,739 shares. Certain award shares are governed by a Voting Agreement and an irrevocable proxy, limiting his dispositive control.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 16)

Tesla, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88160R101

(CUSIP Number)

04/21/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 88160R101

1

Names of Reporting Persons

Elon R. Musk

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 717,112,739.00
6	Shared Voting Power 717,112,739.00
7	Sole Dispositive Power 717,112,739.00
8	Shared Dispositive Power 717,112,739.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

717,112,739.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

20.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tesla, Inc.
(b)	Address of issuer's principal executive offices: 1 Tesla Road Austin, TX, 78725
Item 2.
(a)	Name of person filing: Elon R. Musk
(b)	Address or principal business office or, if none, residence: c/o Tesla, Inc., 1 Tesla Road, Austin, TX 78725
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 88160R101
Item 4.	Ownership
(a)	Amount beneficially owned: 717,112,739 shares, which includes (i) 413,152,109 shares of Tesla, Inc. common stock ("Common Stock") held by the Elon Musk Revocable Trust dated July 22, 2003 and (ii) options to purchase 303,960,630 shares of restricted Common Stock that are exercisable within 60 days of April 21, 2026, which are the subject of an implementation agreement, dated April 21, 2026 (the "Implementation Agreement"), pursuant to which such shares once issued will be subject to a service-based forfeiture condition in accordance with the terms of the Implementation Agreement, but will otherwise be issued and outstanding and carry voting rights that may be exercised by Mr. Musk. Amounts do not include 96,000,000 shares of restricted Common Stock issued to Mr. Musk (the "2025 CEO Interim Award") over which Mr. Musk disclaims beneficial ownership, which were forfeited on April 21, 2026 as a result of a Tornetta Decision Event (as defined in the 2025 CEO Interim Award). Amounts also do not include 423,743,904 shares in the performance-based restricted stock award granted to Mr. Musk in 2025 (the "2025 CEO Performance Award") over which Mr. Musk disclaims beneficial ownership, which shares are subject to a voting agreement (the "Voting Agreement") and over which an irrevocable proxy has been given to Tesla's secretary to vote the shares proportionately to the votes of other shareholders, including Mr. Musk, in accordance with the terms of the Voting Agreement. As such, Mr. Musk does not have dispositive or voting control over these shares.
(b)	Percent of class: 20.3% (percentage ownership is calculated based on 3,755,723,871 shares of Common Stock outstanding as of April 16, 2026 and assumes that the shares of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13-d3(d)(1)(i) with a deduction of the shares of restricted stock under the 2025 CEO Interim Award, which were forfeited on April 21, 2026, and a deduction of the shares of restricted stock under the 2025 CEO Performance Award to reflect the impact of the Voting Agreement).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 717,112,739
	(ii) Shared power to vote or to direct the vote: 717,112,739
	(iii) Sole power to dispose or to direct the disposition of: 717,112,739
	(iv) Shared power to dispose or to direct the disposition of: 717,112,739
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Elon R. Musk

Signature:	/s/ Elon R. Musk
Name/Title:	Elon R. Musk
Date:	04/22/2026