TSLA · Tesla, Inc. · Insider Trading

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.

Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on September 5, 2026.

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.

Represents shares of common stock withheld by the Company in connection with net share settlement, in accordance with the Implementation Agreement, to satisfy the Reporting Person's exercise price obligations related to the Reporting Person's exercise of the Award. The transaction did not involve any open-market sales of securities.

Represents shares of restricted stock underlying exercise of a performance-based stock option award to purchase shares of common stock of Tesla, Inc. (the "Company" and such award, the "Award") in accordance with an implementation agreement, dated April 21, 2026 (the "Implementation Agreement") between the Company and the Reporting Person. The Reporting Person delivered notice of the intended exercise date and method to the Company on June 9, 2026 in accordance with the five business day notice period pursuant to the Implementation Agreement. The shares of restricted stock are scheduled to vest on January 19, 2028, subject to the Reporting Person's satisfaction of a service-based vesting condition.

Includes 423,743,904 shares of restricted stock that 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.

Represents shares of restricted stock underlying exercise of a performance-based stock option award to purchase shares of common stock of Tesla, Inc. (the "Company" and such award, the "Award") in accordance with an implementation agreement, dated April 21, 2026 (the "Implementation Agreement") between the Company and the Reporting Person. The Reporting Person delivered notice of the intended exercise date and method to the Company on June 9, 2026 in accordance with the five business day notice period pursuant to the Implementation Agreement. The shares of restricted stock are scheduled to vest on January 19, 2028, subject to the Reporting Person's satisfaction of a service-based vesting condition.

On January 21, 2018, the Reporting Person was granted the Award, which was originally in respect of 20,264,042 shares of common stock of the Company at an exercise price of $350.02, by the Company's board of directors, subject to shareholder approval of the Award. The Company's shareholders approved the Award on March 21, 2018. The Award was adjusted to give effect to a five-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 28, 2020 and a three-for-one forward split of the Company's common stock in the form of a stock dividend distributed on August 24, 2022. The Award's split-adjusted exercise price is $23.34. The shares vested in twelve equal installments upon the achievement of performance milestones that were based on operational and market capitalization metrics.

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.

Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on June 5, 2026.

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.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

Represents part of a single option award grant, including Incentive Stock Options. 1/60th of the aggregate shares subject to the option became vested and exercisable on November 1, 2018, and 1/60th of the shares subject to the option shall become vested and exercisable each month thereafter, so that all such shares subject to this option became fully vested on October 1, 2023.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

Out of the total of 3,000 shares sold on May 13, 2026, approximately 1,337 shares were sold to cover the exercise price, and to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 3,000 shares as reported herein.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

1/8th of the shares subject to the option became vested and exercisable on September 13, 2019, and an additional 1/48th of the shares subject to the option vested each month thereafter, so that all such shares subject to this option became fully vested on March 13, 2023.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $381.140 to $382.110, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $382.140 to $382.800, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $384.150 to $384.660, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $377.020 to $377.990, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.360 to $370.320, 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.

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.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $383.140 to $384.110, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $371.380 to $372.370, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $378.050 to $379.040, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $374.940 to $375.600, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $372.380 to $373.350, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $373.910 to $374.870, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $380.130 to $381.120, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $379.090 to $380.070, 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.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $376.000 to $376.970, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $370.380 to $371.360, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.360 to $369.350, 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.

Represents a forfeiture of the restricted stock award granted pursuant to Tesla, Inc.'s 2019 Equity Incentive Plan on August 3, 2025, as a result of a Tornetta Decision Event (as defined in such restricted stock award).

Includes 423,743,904 shares of restricted stock that 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.

Represents option awards granted with respect to 375,000 total shares initially, which vest as follows: (a) with respect to 150,000 shares subject to the options, 1/48th of such shares became vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreements, and 1/48th of the shares become vested and exercisable on each monthly anniversary thereafter, and (b) with respect to 225,000 shares subject to the options, 1/60th of such shares became vested and exercisable on August 20, 2018, and 1/60th of the shares become vested and exercisable each month thereafter.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.220 to $353.210, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.250 to $354.230, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $361.570 to $362.550, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $365.690 to $366.230, 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.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $364.590 to $365.540, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.550 to $360.470, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.250 to $355.220, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $357.310 to $358.190, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.690 to $367.020, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $363.580 to $364.560, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $362.580 to $363.570, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.370 to $359.300, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.300 to $357.290, 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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $360.570 to $361.520, 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.