特斯拉2026年股东大会将于12月3日举行，涉及高管薪酬及董事选举

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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TESLA, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Letter to Shareholders 

Dear Fellow Shareholders,

2026 has been a year of investment and progress for Tesla. We continued solidifying our foundation by strengthening our core vehicle, energy and services businesses as we build the infrastructure for our next phase of growth.

We also moved closer to a future of autonomous transportation and real-world super intelligence (“SI”). This year, we began producing Cybercab at Gigafactory Texas and expanded our Robotaxi service to more U.S. cities. FSD (Supervised) usage grew exponentially as we continued to gain users and expand into new markets. We surpassed over 10 million vehicles delivered, and the Model Y remains on track to be the best-selling vehicle this year of any kind, globally, as we achieved record deliveries in countries around the world. We launched the Tesla Semi, which will revolutionize the trucking industry, and unveiled the long-awaited Next Gen Roadster. We also made progress in energy generation and storage, with record deployments out of Megafactory Shanghai and production of the new Megapack 3 at our Megafactory in Texas. As SI infrastructure demand increases, energy storage will be critical to expand capacity from the existing grid.

At the same time, we continued developing the products and investing in the infrastructure required to provide them at scale, including building our Semi factory in Nevada and the first production lines for Optimus, and additional data center capacity to train our SI systems. Our recent investments in battery and chip manufacturing, including our Terafab initiative, will help secure the supply of critical components enabling us to offer products affordably on a mass market basis so that humanity may benefit. We remain focused on managing costs and maintaining the financial strength to support our ambitious long-term goals.

We have accomplished a great deal, but we are still at the early stages of what we believe Tesla can become. Our employees’ innovation, hard work and dedication are essential to realizing that potential and creating lasting value for you, our shareholders. Your confidence in Tesla means a great deal to us, and we take the trust of our shareholders seriously. We listen to you, as your voices and votes help shape our governance and our future. And, as a Board, we want to continue hearing from as many of you as possible.

That includes retail investors, who face technological barriers to traditional voting. As a result, Tesla recently pioneered the creation of user-friendly practical tools to empower the voices of retail shareholders, which provide a no-fee, investor-directed voting process similar to those currently available to institutional investors. And because we believe all retail voices should be heard across the capital markets, we have made sure the framework supporting enrollment into voluntary retail voting programs would not only be available to Tesla, but to all public companies.

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As we look ahead, we have the building blocks, vision and team necessary to achieve our bold yet worthwhile objectives. I am honored to serve on the Board alongside Elon Musk and JB Straubel, two technological visionaries whose leadership has helped make Tesla what it is today. The three of us are grateful to have been nominated to serve for another term on the Board of this extraordinary company. We understand that a steady and experienced hand during this time of rapid technological change is essential to Tesla’s success. Therefore, your vote is critical to maintaining that leadership, and I ask you to vote FOR our re-election to the Board so we can continue guiding Tesla through our next phase of growth.

We have transformed numerous industries before, ranging from electric vehicles to battery storage systems. We could not be more excited to do it again, as we bring SI into the physical world. The best is yet to come.

Thank you for your continued support of Tesla.

Very truly yours,

Robyn Denholm

Chair of the Board

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Notice of 2026 Annual Meeting of Shareholders

TO BE HELD ON DECEMBER 3, 2026

Dear Tesla Shareholders:

Tesla, Inc. (the “Company,” “Tesla,” “we,” “us” or “our”) is pleased to inform you that our 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) will be held on December 3, 2026, at 3:00 p.m. Central Time, both virtually via the Internet at http://www.virtualshareholdermeeting.com/TSLA2026 and in person for a limited number of shareholders at Tesla’s Gigafactory Texas located at 1 Tesla Road, Austin, Texas 78725, which is our principal executive office. For your convenience, we will also webcast the 2026 Annual Meeting live via the Internet at www.tesla.com/2026shareholdermeeting. The agenda of the 2026 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:

All shareholders as of the close of business on October 13, 2026 are cordially invited to attend the 2026 Annual Meeting virtually via the Internet at http://virtualshareholdermeeting.com/TSLA2026. We will also accommodate a limited number of shareholders in person at Gigafactory Texas.

We are providing our proxy materials to our shareholders over the Internet. This reduces our environmental impact and our costs, while ensuring our shareholders have timely access to this important information. Accordingly, shareholders of record at the close of business on October 13, 2026 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with details on accessing these materials. Beneficial owners of Tesla common stock at the close of business on October 13, 2026 will receive separate notices on behalf of their brokers, banks or other intermediaries through which they hold shares.

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Thank you for your ongoing support of Tesla.

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Proxy Statement for 2026 Annual Meeting of Shareholders

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TESLA, INC.
1 Tesla Road
Austin, Texas 78725​

Proxy Statement

For 2026 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December 3, 2026

The proxy statement and annual report are available at www.proxyvote.com.

In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials over the Internet to our shareholders rather than in paper form, which reduces the environmental impact of our annual meeting and our costs.

Accordingly, if you are a shareholder of record, a one-page Notice of Internet Availability has been mailed to you on or about October 19, 2026. Shareholders of record may access the proxy materials on the website listed above or request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you by e-mail or in printed form by mail. If you choose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site. We encourage you to choose this e-mail option, which will allow us to provide you with the information you need in a timelier manner, save us the cost of printing and mailing documents to you and conserve natural resources. Your election to receive proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.

If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us, but your broker, bank or other intermediary will forward you a notice with instructions on accessing our proxy materials and directing that organization how to vote your shares, as well as other options that may be available to you for receiving our proxy materials.

Please refer to the question entitled “What is the difference between holding shares as a shareholder of record and as a beneficial owner?” under “Questions and Answers About the 2026 Annual Meeting and Procedural Matters” below for important details regarding different forms of stock ownership. Please refer to the question entitled “Who can help answer my questions?” under “Questions and Answers About the 2026 Annual Meeting and Procedural Matters” below if you have any questions or require assistance with voting your shares.

References in this proxy statement to “super intelligence” or “SI” refer to the technologies and activities that we previously described as “artificial intelligence” or “AI”.

Forward-Looking Statements

The discussions in this proxy statement contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 reflecting our current expectations that involve risks and uncertainties.

The words “anticipates,” “believes,” “continues,” “strives,” “could,” “design,” “drive,” “estimates,” “expects,” “future,” “goals,” “intends,” “likely,” “may,” “plans,” “potential,” “seek,” “sets,” “shall,” “should,” “spearheads,” “spurring,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

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These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, those risks (i) set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and (ii) that are otherwise described or updated from time to time in our other filings with the SEC. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements.

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Investor Outreach and Engagement

Our Approach

Some examples include our decisions to:

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Develop and launch Tesla’s first fleet of fully autonomous Robotaxis in June 2025 — marking a historic milestone as our vehicles carried passengers without human drivers for the first time, and allowing us to transition to a service-driven business model, capitalizing on our super intelligence (“SI”) investments and scalable mobility infrastructure;

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Launch Cybercab in September 2026, deploying fully autonomous vehicles without steering wheels or pedals in our Robotaxi fleet;

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Apply our SI learnings from self-driving to Bots, such as through Optimus, our general-purpose autonomous humanoid robot;

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Unveil the Next Gen Roadster in October 2026, demonstrating the strength of our engineering capabilities;

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Build Gigafactory Nevada, the largest lithium-ion battery factory in the world at the time, so that we can scale most effectively;

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Expand into energy generation and storage through the acquisition of SolarCity Corporation (“SolarCity”) in 2016 to create a vertically integrated sustainable energy company and empower individual consumers to be their own utility;

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Manufacture all-electric vehicles from the ground up rather than being a mere supplier of EV components;

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Revolutionize the vehicle buying and ownership experience by establishing an international network of our stores, service centers and Supercharger stations, despite regulatory hurdles and the significant capital outlay required to do so;

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Shift from linear assembly lines to parallel modular construction with the revolutionary “unboxed” process that we are developing to dramatically reduce production time, factory footprint and cost;

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Deploy FSD (Supervised) incrementally, resulting in over 15 billion cumulative miles driven with FSD (Supervised) to date and establishing it as the leading autonomy solution;

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Move away from the industry’s use of LiDAR in favor of our camera-only perception system, consistent with our approach to developing scalable, built-in autonomy;

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Expand our manufacturing capabilities to include semiconductor fabrication, beginning with our Austin Fab, to help ensure sufficient and resilient chip supply for our products; and

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Build strategic relationships to support future efforts to scale SI-enabled products.

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We are able to make these and other similar bold and visionary decisions that have led to tremendous value creation because of our corporate governance structure. Ultimately, decisions like these are what differentiate Tesla from other companies. Moreover, these decisions contribute to our mission of building a world of amazing abundance. For more information on our mission and product ecosystem, please refer to our 2025 Impact Report, which is available at https://www.tesla.com/impact.

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Year-Round Engagement

Our Board of Directors (the “Board”) continuously evaluates our corporate governance structure, practices and policies and weighs stakeholder feedback.

Our Board believes that hearing shareholder and stakeholder perspectives is a critical component of our Company’s success. Our Board oversees the Company’s regular engagement with our shareholders and is committed to being responsive. The Board maintains an active, year-round dialogue with our shareholders so that the Board and Company management can identify and consider the issues that matter most to our shareholders. This includes focused one-on-one meetings between our Board and institutional shareholders throughout the year that are designed to give shareholders an opportunity to better understand our strategy and governance, and allow our directors to become better informed about our shareholders’ views and concerns. We pursue multiple avenues for shareholder engagement, including by holding video and teleconference meetings with our shareholders, and issuing periodic reports on our activities.

In 2025, we engaged with shareholders in a variety of ways, including by:

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Hosting 70 total investor visits (including factory tours, FSD (Supervised) test drives and investor relations meetings);

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Hosting an average of 100 investor calls per quarter;

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Attending 5 investor conferences (meeting over 100 investors at each); and

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Hosting over 85 meetings (in-person and virtual) in preparation for the Annual Meeting of Shareholders in 2025 (the “2025 Annual Meeting”), connecting top shareholders with our Board and/or our investor relations or legal teams.

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In 2025 and throughout 2026, we similarly offered multiple avenues for receiving feedback from our retail shareholders, including through direct outreach from the Company, events we hosted such as our Model S/X sunset and Roadster events, and our Shareholder Platform discussed below. Additionally, we keep shareholders up to date about the Company and our upcoming events through our Shareholder Platform. Please see “Investor Outreach and Engagement — Shareholder Platform” below for more information about this initiative.

Board Responsiveness

Through the Board’s engagement program discussed above, we have received, and continue to periodically receive, helpful input regarding a number of shareholder-related matters. Moreover, members of the Board and management from time to time seek input from our investors when considering important corporate actions, including our consideration of, and responses to, shareholder proposals that involve corporate governance and alignment with shareholder interests. We have taken a number of actions in recent years to remain responsive, including, without limitation:

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Engaging directly with shareholders through over 85 meetings in connection with our 2025 Annual Meeting and 84 in-person and virtual meetings in preparation for our Annual Meeting of Shareholders in 2024 (“2024 Annual Meeting”);

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Updating our Corporate Governance Guidelines and Audit Committee Charter in 2025 to expressly address the Board’s and the Audit Committee’s respective oversight responsibilities relating to SI;

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Progressively adding directors who are independent under the requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and bring additional viewpoints and key skills in different areas as we evolve, including Joe Gebbia in 2022, JB Straubel in 2023 and Jack Hartung in 2025;

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Repeatedly inviting our shareholders to vote on management proposals regarding certain governance-focused initiatives in response to shareholder proposals, including management proposals to eliminate applicable supermajority voting requirements, the most recent of which failed to pass at our 2025 Annual Meeting despite a shareholder participation rate on that proposal of 73.6%;

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Working extensively with the staff of the SEC’s Division of Corporation Finance on a legal framework for voluntary retail voting programs that provide retail investors with a more user-friendly way to have their shares voted, while collaborating with proxy voting service providers to enhance the underlying technology. After months of discussions, we obtained a no-action letter from the SEC staff that makes this legal and technological framework available to Tesla and every other public company seeking to give retail investors practical tools to empower their voices;

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Prioritizing shareholder participation through our extensive outreach and engagement efforts, which helped achieve a shareholder participation rate of approximately 74% at our 2025 Annual Meeting, up from 72% at our 2024 Annual Meeting and one of our highest rates to date;

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Following passage of the proposal at the Annual Meeting of Shareholders in 2022 relating to proxy access, meeting with key shareholders to discuss their views and formulate a framework to address the proposal, after which the Board voted to amend the bylaws of the Company to enable proxy access, in such a manner as to reflect such shareholder views;

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Hosting Investor Day in March 2023, at which Tesla leaders presented on key areas important to our success, affording shareholders more detailed assessments of the performance, achievements, growth opportunities and areas of focus for our businesses, and addressing shareholder feedback requesting greater visibility into our business leaders and roadmap;

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Amending our pledging policy to (i) cap the aggregate loan or investment amount that can be collateralized by the pledged stock of our CEO to the lesser of $3.5 billion and twenty-five percent (25%) of the total value of the pledged stock, and (ii) lower the percentage used to calculate (other than in the case of pledging permitted by the 2025 CEO Performance Award and the Implementation Agreement, each as defined below and as discussed herein) the maximum loan or investment amount borrowable by directors and officers (other than our CEO) based on the total value of such director’s or officer’s pledged stock from 25% to 15%;

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Enhancing our proxy statement disclosures, including with respect to our corporate governance approach, succession planning, risk oversight, Committee engagement and director skills; and

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Publishing an Impact Report annually since 2019, where, in response to stakeholder and shareholder feedback, we have continued to provide disclosures on the culture we have built at Tesla, how we engage and aim to retain our employees, progress we are making on driving the sustainability of our business, the efficiency and safety of our products and how we manage risks in the supply chain, among many other topics. Information contained on, or accessible through, our website and in our Impact Report, or any other website or document, is not incorporated in, and is not part of, this proxy statement or any other report or filing we make with the SEC.

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Our Board’s Commitment to Governance

Our Board believes in maintaining shareholder confidence through, among other things, demonstrating its responsiveness to shareholder feedback and its commitment to corporate governance. As a recent example of our Board’s responsiveness to shareholders, in 2025, our Board directed management to put forward a proposal to eliminate the supermajority voting requirements in our certificate of formation and bylaws.

In recent years, our Board has repeatedly asked shareholders to vote on binding resolutions to amend our certificate of formation or certificate of incorporation, as applicable, and our bylaws, in each case as in effect from time to time, to reduce director terms and/or to eliminate supermajority voting requirements. However, such amendments have failed to pass each time that the Board proposed them.

Initially, these votes failed due to low shareholder attendance at our annual meetings. As a result, beginning in 2022, we took active steps in an effort to further increase the participation rate of our retail investors through the development of our Shareholder Platform (discussed below), outreach campaigns, direct mailings, one-on-one engagements and through social media channels. The Board determined that, once total shareholder participation reached at least 65% at a shareholder meeting, it would again propose amendments to Tesla’s certificate of formation and bylaws to

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eliminate supermajority voting requirements, as we disclosed in the proxy materials distributed in connection with our Annual Meeting of Shareholders in 2023 (“2023 Annual Meeting”) and 2024 Annual Meeting. In advance of our 2024 Annual Meeting and 2025 Annual Meeting, to further support shareholder participation, we continued to expand our extensive outreach campaigns. Across those campaigns, we conducted, in the aggregate, over 170 meetings and other direct engagements with shareholders. At the 2024 Annual Meeting, our shareholder participation rate surpassed the 65% threshold, and the Board immediately fulfilled its commitment by directing management to put forward a proposal to eliminate the supermajority voting requirements in our certificate of formation and bylaws. We achieved a shareholder participation rate of 73.6% on this proposal at our 2025 Annual Meeting through our shareholder engagement efforts. However, notwithstanding achieving one of our highest shareholder participation rates, our 2025 management proposal to eliminate the supermajority voting requirements in our certificate of formation and bylaws received the support of approximately 39.4% of our total outstanding shares entitled to vote, failing to pass the standard required to approve the proposal. In light of these voting results, the Board determined not to repropose a binding declassification proposal or a binding proposal to eliminate the supermajority voting requirements at this time, but continues to welcome shareholder feedback on this topic through our engagement sessions. Furthermore, as previously discussed, the Board is consistently listening and receptive to taking further governance actions when appropriate.

At the same time, we will continue our efforts to further increase retail investor participation rates, including through our voluntary retail voting program (see the question entitled “What is the Voluntary Retail Voting Program?” under “Questions and Answers About the 2026 Annual Meeting and Procedural Matters” below for additional details), and an active communications campaign via our Shareholder Platform and social media channels encouraging retail shareholders to vote their shares.

Shareholder Platform

In 2022, building on our efforts to enhance engagement among our retail shareholder base, Tesla launched our Shareholder Platform. Any Tesla shareholder, regardless of the size of their holdings, is not only able to sign up to stay informed about investor-related topics such as quarterly filings and event announcements, but also is eligible for selection to participate in in-person Tesla events such as our Cybercab launch event, Model S/X sunset event, the “We, Robot” event, Tesla Semi launch event, Investor Day and Cybertruck delivery event. Tesla has one of the largest retail shareholder bases of any public company. Our retail shareholders are incredibly engaged and tend to have a very strong understanding of the Company, and are an important base of feedback for our management and the Board. We will continue to build the system to maximize depth of engagement and reach. Our goal is for every retail shareholder who wants to engage with the Company to have a meaningful framework for interaction through the Shareholder Platform.

Widely-Accessible Hybrid Annual Shareholder Meetings

Beginning in 2020, we have conducted our annual meetings both in person and online through a live webcast and online shareholder tools. Our online format opens up engagement to all shareholders, regardless of the amount of stock owned or geography, and allows our substantial retail shareholder population to hear directly from our Board and management, as well as to submit questions online. At the same time, due to investor feedback and interest, we continue to also host our meetings in person, so shareholders have the opportunity to engage with our Board and management in person. Due to demand to attend the 2026 Annual Meeting in person, we will hold a lottery to fairly allocate the ability to attend the 2026 Annual Meeting in person. Please see the question entitled “Can I attend the 2026 Annual Meeting?” under “Questions and Answers About the 2026 Annual Meeting and Procedural Matters” below for additional details.

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Tesla Proposals

Proposal One

Tesla Proposal to Elect Three Class I Directors

General

Tesla’s Board currently consists of nine members who are divided into three classes with staggered three-year terms. Our bylaws permit the Board to establish by resolution the authorized number of directors, and nine directors are currently authorized. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. The Board and the Nominating and Corporate Governance Committee evaluate the optimal size and composition of the Board on an ongoing basis, taking into account the operations and responsibilities of the Board and the expertise and experience of its membership.

Nominees for Class I Directors

Three candidates have been nominated for election as Class I directors at the 2026 Annual Meeting, each for a three-year term.

Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Elon Musk, Robyn Denholm and JB Straubel for election as Class I directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led the Board and the Nominating and Corporate Governance Committee to the conclusion that he or she should be elected or continue to serve as a director follows each of the director and nominee biographies.

If you are a shareholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Musk and Straubel and Ms. Denholm. Each of Messrs. Musk and Straubel and Ms. Denholm has accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card or when you vote by telephone or over the Internet. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter.

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Information Regarding the Board and Director Nominees

The names of the members of the Board and Tesla’s director nominees, their respective ages, their positions with Tesla and other biographical information as of October 19, 2026, are set forth below. Except for Messrs. Elon Musk (“Mr. Musk”), our Chief Executive Officer and a director, and Kimbal Musk (“Mr. Kimbal Musk”), a director, who are brothers, there are no other family relationships among any of our directors or executive officers.

As discussed above in “Proposal One — Tesla Proposal to Elect Three Class I Directors,” our Board is divided into three classes, as set forth in the chart below.

In addition to serving on the Board, some of our directors also serve on the Board’s Committees, as set forth in the chart below.

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In 2025, Tesla updated our Corporate Governance Guidelines to clarify that Board members are expected to invest the time and effort necessary to understand and oversee the implementation of the Company’s business and financial strategies, including, without limitation, in areas such as sustainability and SI. For more information on our approach to sustainability and commitment to SI and product safety, please refer to the Product and Safety, Supply Chain and Environment sections of our 2025 Impact Report.

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Director Bios

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Additional Information

On October 16, 2018, the U.S. District Court for the Southern District of New York (the “New York Court”) entered a final judgment approving the terms of a settlement filed with the New York Court on September 29, 2018, in connection with the actions taken by the SEC relating to Mr. Musk’s August 7, 2018 Twitter (now known as X) post that he was considering taking Tesla private. On April 26, 2019, this settlement was amended to clarify certain of its terms, which amendment was subsequently approved by the New York Court. Mr. Musk did not admit to or deny any of the SEC’s allegations, and there is no restriction on Mr. Musk’s ability to serve as an officer or director on the Board.​

On April 3, 2026, in Pampena v. Musk, the U.S. District Court for the Northern District of California entered a partial judgment against Mr. Musk in his personal capacity only in favor of lead plaintiffs on behalf of themselves and a class of investors who sold certain Twitter, Inc. equity securities between May 13 and October 4, 2022. The judgment is based on a jury verdict rendered on March 20, 2026 that found (i) in favor of plaintiffs on claims alleging that Mr. Musk violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b) thereunder in connection with two statements made by Mr. Musk in May 2022, and (ii) in favor of Mr. Musk on claims challenging a third statement and alleging a “scheme to defraud” under Rules 10b-5(a) and (c). On July 6, 2026, the court entered an order granting Mr. Musk’s motion for judgment as a matter of law as to one of the two statements for which lead plaintiffs had obtained the jury verdict in their favor and denying the remainder of Mr. Musk’s motion. On July 30, 2026, Mr. Musk filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit, which appeal remains pending. The partial judgment remains subject to that appeal and any subsequent proceedings. The claims in this case all concern Mr. Musk’s then-pending potential purchase of Twitter, Inc.

See “Corporate Governance” and “Executive Compensation for Fiscal Year 2025 — Compensation of Directors” below for additional information regarding the Board.

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Proposal Two

Tesla Proposal for a Non-Binding Advisory Vote Approving 2025 Executive Compensation

Background on Required Advisory Vote on Executive Compensation for Prior Fiscal Year

Pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking our shareholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) for our prior completed fiscal year, 2025, as disclosed in accordance with the SEC’s rules in the “Executive Compensation for Fiscal Year 2025” section of this proxy statement on page 36 through page 64 below. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to weigh in on our NEOs’ 2025 compensation as a whole. This vote is not intended to address any specific item of compensation for 2025 or any specific NEO, but rather the overall compensation of all of our NEOs for 2025 and the philosophy, policies and practices for our NEOs’ compensation in 2025 described in this proxy statement. We currently include this advisory vote on an annual basis.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices for future NEO compensation, which the Compensation Committee will be able to consider when determining future executive compensation. The Board and the Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against our NEOs’ 2025 compensation as disclosed in the section of this proxy statement titled “Executive Compensation for Fiscal Year 2025” ​(on page 36 through page 64 below), we will consider our shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Summary of the 2025 Executive Compensation Program

The following is a summary of some of the key points of our 2025 executive compensation program that are subject to this proposal:

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Tesla continued to emphasize structuring compensation incentives to reward our NEOs based on performance.

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Equity awards weighed heavily in our NEOs’ total compensation, including awards that vest upon the achievement of clear and measurable milestones. Since these awards increase in value as our stock price increases (and in the case of stock option awards, have no value unless our stock price increases following their grant), our NEOs’ incentives were closely aligned with the long-term interests of our shareholders. From 2020 to 2025, equity awards granted to our NEOs (other than our Chief Executive Officer) had primarily been in the form of stock options: Xiaotong (Tom) Zhu, our Senior Vice President, APAC and Global Vehicle Manufacturing, received 100% of his equity award in the form of stock option awards upon his promotion to such role in 2023, and Vaibhav Taneja, our Chief Financial Officer, received approximately 80% of his equity award in the form of stock options in 2024, following the 2024 review of our compensation programs and in consideration of his promotion in August 2023 to the role of Chief Financial Officer. As a result, a significant portion of our NEOs’ total compensation was entirely at risk, depending on long-term stock price performance. The 2025 CEO Performance Award, while granted in the form of restricted stock, has elements that also provide that Mr. Musk receives no value unless our stock price increases following grant.

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Tesla had no cash bonus program for any of our NEOs and generally did not provide any perquisites or tax reimbursements to our NEOs not available to other employees. No NEO currently has any severance or change of control arrangement, other than certain terminations of employment and change of control provisions in the 2025 CEO Performance Award and the Implementation Agreement as described in “Executive Compensation for Fiscal Year 2025 — Potential Payments Upon Termination or Change in Control as of December 31, 2025,” “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” and “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award.”

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•

Each NEO was employed at will and was expected to demonstrate exceptional personal performance in order to continue serving as a member of the executive team.

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•

Mr. Musk, our Chief Executive Officer, historically earned a base salary that reflected the applicable minimum wage requirements under California law, and he was subject to income taxes based on such base salary. However, he has never accepted his salary. Commencing in May 2019 at Mr. Musk’s request, we eliminated altogether the earning and accrual of this base salary.

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•

Mr. Musk received no compensation in 2025 other than the 2025 CEO Interim Award (as defined and discussed below), which was forfeited in its entirety in 2026, and the 2025 CEO Performance Award. The 2025 CEO Performance Award consists of 12 equal tranches, the shares subject to each of which will become “Earned Shares” only upon the achievement of a market capitalization milestone and one of 12 operational milestones relating to strategic product goals or Adjusted EBITDA. While our shareholders benefit from each incremental increase in Tesla’s performance and stock price, aligning their interests with Mr. Musk’s incentives, the Earned Shares subject to each tranche will vest only upon the full achievement of specific milestones, making it even more challenging for Mr. Musk to realize value from such increases. As of the date of this proxy statement, none of the tranches has become Earned Shares or has vested. Additionally, Mr. Musk must hold the shares for five years after they become Earned Shares, subject to certain limited exceptions. See “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below for more details.

​

For detailed information about Tesla’s executive compensation program, see the “Executive Compensation for Fiscal Year 2025” section on page 36 through page 64 below. “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award” on page 46 also discusses the Company’s entry into the Implementation Agreement after the end of the fiscal year (in April 2026), which agreement implemented a process for Mr. Musk’s exercise of the vested stock options under the 10-year performance-based stock option award granted to him in January 2018 (the “2018 CEO Performance Award”), including the imposition of a service-based vesting condition on the shares issued to Mr. Musk upon exercise.

Tesla believes that the information provided above and within the “Executive Compensation for Fiscal Year 2025” section of this proxy statement (on page 36 through page 64 below) demonstrates that Tesla’s executive compensation program for fiscal year 2025 was designed appropriately and aligned management’s interests with our shareholders’ interests to support long-term value creation.

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Proposed Resolution

Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 2026 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed within the “Executive Compensation for Fiscal Year 2025” section of the Company’s Proxy Statement for the Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”

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Proposal Three

Tesla Proposal for the Ratification of the Appointment of PricewaterhouseCoopers LLP as Tesla’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

General

The Audit Committee has selected PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm to audit the consolidated financial statements of Tesla for the fiscal year ending December 31, 2026, which will include an audit of the effectiveness of Tesla’s internal control over financial reporting. PricewaterhouseCoopers LLP has audited Tesla’s financial statements since 2005. A representative of PricewaterhouseCoopers LLP is expected to be present at the 2026 Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders.

Shareholder ratification of the selection of our independent registered public accounting firm is a matter of good corporate practice. In the event that this selection is not ratified by the affirmative vote of a majority of voting power of Tesla’s shares present in person or by proxy at the 2026 Annual Meeting and entitled to vote on the subject matter, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Tesla and our shareholders.

Principal Accounting Fees and Services

The following table presents fees billed for professional audit services and other services rendered to Tesla by PricewaterhouseCoopers LLP for the years ended December 31, 2024 and 2025. The dollar amounts in the table and accompanying footnotes are in thousands.

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(1)

Audit Fees consist of fees for professional services rendered for the audit of Tesla’s consolidated financial statements included in Tesla’s Annual Report on Form 10-K and for the review of the financial statements included in Tesla’s Quarterly Reports on Form 10-Q, as well as services that generally only Tesla’s independent registered public accounting firm can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

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(2)

Audit-Related Fees in 2024 and 2025 consisted of fees for professional services for certain agreed upon procedures and other attestation services.

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(3)

Tax Fees in 2024 and 2025 consisted of fees related to consultation, tax planning and compliance services.

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(4)

Other Fees in 2024 and 2025 consisted of permitted services other than those that meet the criteria above and include fees for accounting research software, the assessment of non-financial metrics and documentation and pre-implementation review of non-financial systems.

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Pre-Approval of Audit and Non-Audit Services

Tesla’s Audit Committee has adopted a policy for pre-approving audit and non-audit services and associated fees of Tesla’s independent registered public accounting firm. Under this policy, the Audit Committee must pre-approve all services and associated fees provided to Tesla by its independent registered public accounting firm, with certain de minimis exceptions described in the policy.

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All PricewaterhouseCoopers LLP services and fees in fiscal 2024 and 2025 were pre-approved by the Audit Committee.

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Corporate Governance

Succession Planning

The Board regularly discusses management succession planning and leadership development in meetings and executive sessions at both the Board and Committee levels. The Board continues to maintain full confidence in Mr. Musk’s leadership, commitment and vision to guide Tesla through its next strategic chapter of innovation and growth. As a matter of best practice, and to ensure the resiliency of Tesla, the Board regularly considers succession planning for both sudden, unanticipated events, and longer-term planned succession for its executives. Directors regularly interact and engage with not only senior management talent and potential successors to executive management positions, but also high-potential talent throughout the Company, thus providing them with important exposure opportunities. This engagement occurs in Board meetings held throughout the year, as well as through informal events and updates, and regular one-on-one touchpoints.

As described in our Nominating and Corporate Governance Committee Charter and Corporate Governance Guidelines, the Nominating and Corporate Governance Committee periodically reviews succession planning for the Chief Executive Officer and other executive officers, reporting its findings and recommendations to the Board and working with the Board in evaluating potential successors to these executive management positions. The Nominating and Corporate Governance Committee also provides oversight, input and recommendations regarding the criteria to be used for identification of potential candidates for succession to leadership positions. In addition to management succession planning, the Nominating and Corporate Governance Committee periodically reviews the succession planning for the Board and key leadership roles on the Board, reporting its findings and recommendations to the Board in evaluating potential successors to those positions. In addition, the Compensation Committee is responsible for evaluating the Company’s talent pipelines and succession planning framework, which encompasses both short-term and long-term strategies for the identification, mentoring, development, retention and replacement of senior leaders. While the Board prioritizes internal candidates for succession planning, and believes that management has developed a robust pipeline of seasoned leadership talent within Tesla, it also monitors exceptional external talent when appropriate.

Director Education

Director education about Tesla and our industry is an ongoing process that begins when a director joins the Board. Upon joining the Board, new directors are provided with a comprehensive orientation about Tesla, including Tesla’s business and strategy. The orientation program includes written materials, oral presentations and meetings with senior members of management. The Board believes that ongoing education is important for maintaining a current and effective Board. Accordingly, the Board encourages directors to participate in ongoing education, including accredited director education programs. Furthermore, the Board is proactive regarding the design and content of director education programming. The Nominating and Corporate Governance Committee is responsible for overseeing the director orientation program and evaluating and making recommendations for continuing education activities of Board members.

Code of Business Ethics and Corporate Governance Guidelines

The Board sets high standards for Tesla’s workforce, officers and directors. Tesla is committed to establishing an operating framework that exercises appropriate oversight of responsibilities at all levels throughout the Company and managing its affairs in a manner consistent with rigorous principles of business ethics. Accordingly, Tesla has adopted a Code of Business Ethics, which was amended in April 2024, and which is applicable to the directors, officers and personnel of Tesla and its subsidiaries. The Code of Business Ethics sets forth Tesla’s guiding principles, which include thinking before acting, treating everyone with respect, protecting our information and assets and doing business with integrity. For more information on how we support our employees and our commitment to integrity and respect, please refer to the People and Community section of our 2025 Impact Report. Tesla has also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of formation, bylaws and charters of the standing committees of the Board, form the framework for Tesla’s corporate governance.

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The Code of Business Ethics and the Corporate Governance Guidelines are each available on Tesla’s website at: http://ir.tesla.com/corporate. Tesla will disclose on its website any amendment to the Code of Business Ethics, as well as any waivers of the Code of Business Ethics, that are required to be disclosed by the rules of the SEC or Nasdaq.

Director Independence

The Board periodically assesses, with the recommendation of the Nominating and Corporate Governance Committee, the independence of its members as defined in the listing standards of Nasdaq and applicable law. The Board undertook an analysis for each director and director nominee and considered all relevant facts and circumstances, including the director’s other commercial, accounting, legal, banking, consulting, charitable and familial relationships. The Board determined that with respect to each of its current members and director nominees, other than Mr. Musk, who is our Chief Executive Officer, and Mr. Kimbal Musk, who is Mr. Musk’s brother, there are no disqualifying factors with respect to director independence enumerated in the listing standards of Nasdaq or any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each such member is an “independent director” as defined in the listing standards of Nasdaq and applicable laws.

In particular, the Board reviewed the following considerations:

•

Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Mr. Musk, Mr. Kimbal Musk, JB Straubel and/or investment funds managed by or otherwise affiliated with any of the foregoing have made minority investments in, and/or may serve as independent directors of, certain companies or investment funds (i) of which other Tesla directors are founders, significant shareholders, directors, officers, managers or affiliates and/or (ii) with which Tesla has had certain relationships, such as those set forth in “Certain Relationships and Related Person Transactions — Related Person Transactions.” The Board concluded that none of these relationships are material so as to impede the exercise of independent judgment by any of Messrs. Ehrenpreis, Gebbia, Hartung, Murdoch or Straubel.

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Board Leadership Structure

Roles of Chair of the Board

Following careful deliberation, the Board appointed Robyn Denholm to serve as the independent Chair of the Board in November 2018, having considered her strong leadership, independent presence and financial and business expertise on the Board over an extended period of time. Together, Ms. Denholm and our Chief Executive Officer, Mr. Musk, comprise our senior Board leadership, which the Board continues to believe is appropriate at this time. As Chair of the Board, Ms. Denholm has broad authority and oversight over the affairs of the Board, with Mr. Musk available to her as a resource in this regard. Moreover, as an independent Chair of the Board, Ms. Denholm has the authority to coordinate the actions of the other independent directors and regularly communicate, as their representative, with Mr. Musk.

As Chair of the Board, Ms. Denholm, among other things:

•

Reviews the agenda and materials for meetings of the independent directors;

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•

Consults with our Chief Executive Officer regarding Board meeting agendas, schedules and materials;

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•

Acts as a liaison between our Chief Executive Officer and the independent directors when appropriate;

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•

Otherwise communicates regularly with our Chief Executive Officer;

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•

Raises issues with management on behalf of the independent directors;

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•

Annually reviews, together with the Nominating and Corporate Governance Committee, the Board’s performance during the prior year; and

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•

Serves as the Board’s liaison for consultation and communication with shareholders as appropriate.

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Tesla also has a mechanism for shareholders to communicate directly with non-management directors (see “Corporate Governance — Contacting the Board” below).

Committees of the Board

In addition, the Board has four standing committees — the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Disclosure Controls Committee — which are each further described below. Each of the Committees consists solely of independent directors, and the Board may appoint a chair of each Committee. Our independent directors regularly meet in executive session and at such other times as necessary or appropriate as determined by the independent directors. In addition, as part of our governance review and succession planning, the Board (led by the Nominating and Corporate Governance Committee) evaluates our leadership structure to ensure that it remains the optimal structure for Tesla and fosters sufficient depth and experience to support its continued growth and execution of its long-term strategies, reviews the composition, size and performance of the Board and its Committees, evaluates individual Board members and identifies and evaluates candidates to fill vacancies on the Board and for election or re-election to the Board. See “Corporate Governance — Process and Considerations for Nominating Board Candidates” below for additional information.

Board Role in Risk Oversight

The Board is responsible for overseeing the major risks facing Tesla while management is responsible for assessing and mitigating Tesla’s risks on a day-to-day basis. The Board is assisted by our Committees, which consist entirely of independent directors, and which report to the Board as appropriate on matters that involve specific areas of risk that each Committee oversees.

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Board Meetings and Committees

Commitment of Our Directors — 2025 Meetings

Our Board and its Committees met frequently in 2025.

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(1)

Led by our Chair of the Board.

​

(2)

Led by our other independent Committee Chairs.

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(3)

Meetings held by special Board committees formed from time to time.

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We have a highly effective and engaged Board. As illustrated by the chart above, our Board and its Committees met, on average, more than once per week in 2025, and the number of meetings held by each of the Board, Audit Committee and Nominating and Corporate Governance Committee was above the corresponding average number of meetings across the S&P 500.(1) While we do not maintain a numerical limit on public company boards our directors may serve on, our Corporate Governance Guidelines provide that each member is expected to ensure that other existing and future commitments, including employment responsibilities and service on the boards of other entities, do not materially interfere with the member’s service to us as a director. When conducting its annual review of the effectiveness and productivity of its members, the Board evaluates many factors, including without limitation, the director’s attendance at meetings, the participation and input of the director and the director’s preparation at meetings.

Each director attended or participated in 75% or more of the aggregate of the total number of meetings of the Board from which such director was not recused, and the total number of meetings of all Committees on which such director served (in each case held during such director’s relevant period of service).

Commitment of Our Directors — Beyond the Boardroom

The 85 meetings convened by our Board and its Committees in 2025 are only a partial snapshot of our directors’ commitment to Tesla, as our directors go above and beyond to carry out their responsibilities in the boardroom. Engagement beyond the boardroom provides our directors with additional insights into our business, risk management and industry, as well as valuable perspectives

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(1)

See 2026 U.S. Spencer Stuart Board Index, Spencer Stuart, at https://www.spencerstuart.com/research-and-insight/-/​media/2026/09/USBI2026/2026_US_Spencer_Stuart_Board_Index.pdf.

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on our performance and the performance of our Chief Executive Officer and other members of senior management. The commitment of our directors extends well beyond preparation for and attendance at regular and special meetings.

The Chair of the Board and Committee Chairs provide additional independent leadership outside the boardroom.

•

For example, each Committee Chair determines the frequency and length of, and develops the agenda for, their respective Committee meetings. This includes providing feedback on the form and type of related materials, considering whether the relevant Committee is appropriately carrying out its core responsibilities and focusing on the key issues facing Tesla. In carrying out these responsibilities, each Committee Chair engages with key members of management and subject matter experts as preparation in advance of each Committee meeting. In 2025, Robyn Denholm and Ira Ehrenpreis, in carrying out their duties as Committee Chairs, participated in over 100 meetings, including with Company management and independent consultants and auditors.

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•

Additionally, the Chair of the Board reviews the agenda and materials for meetings of the independent directors and consults with management regarding Board meeting agendas, schedules and materials. In 2025, Robyn Denholm, in carrying out her role as Chair of the Board, participated in over 100 meetings, including with shareholders, Company management and independent consultants. As discussed above, the Chair of the Board and Committee Chairs are proactive about preparing for meetings, which enables the Board and its Committees to delve into the details of the issues facing Tesla and reinforces a nuanced understanding of our business.

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Audit Committee

Members

ROBYN DENHOLM

JOE GEBBIA

JACK HARTUNG

JAMES MURDOCH

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Compensation Committee

Members

IRA EHRENPREIS

ROBYN DENHOLM

KATHLEEN
WILSON-THOMPSON

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Nominating and Corporate Governance Committee

Members

IRA EHRENPREIS

ROBYN DENHOLM

JAMES MURDOCH

KATHLEEN
WILSON-THOMPSON

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Disclosure Controls Committee

Members

ROBYN DENHOLM

JAMES MURDOCH

KATHLEEN
WILSON-THOMPSON

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Compensation Committee Interlocks and Insider Participation

Robyn Denholm, Ira Ehrenpreis and Kathleen Wilson-Thompson served as members of the Compensation Committee during 2025. None of such persons is or was formerly an officer or an employee of Tesla. See “Certain Relationships and Related Person Transactions — Related Person Transactions” below for certain transactions involving Tesla in which members of the Compensation Committee may potentially be deemed to have an indirect interest.

During 2025, no interlocking relationships existed between any member of Tesla’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other company.

Process and Considerations for Nominating Board Candidates

The Nominating and Corporate Governance Committee is responsible for, among other things, determining the criteria for Board membership, recommending Board candidates and proposing any changes to the composition of the Board. The Nominating and Corporate Governance Committee’s criteria and process for fulfilling these duties are generally as follows:

•

The Nominating and Corporate Governance Committee regularly reviews the current composition, size and tenure of the Board, and oversees an annual evaluation of the performance of the Board as a whole and of its individual members. The Nominating and Corporate Governance Committee applies uniform evaluation processes and standards for all Board members, including in identifying, considering or recommending new candidates for the Board to fill vacancies or add additional directors and in recommending existing Board members for nomination to be re-elected at annual meetings of shareholders.

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•

In carrying out the foregoing duties, the Nominating and Corporate Governance Committee consistently seeks to achieve a complementary balance of knowledge, experience and capability

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on the Board. While the Nominating and Corporate Governance Committee has not established specific minimum qualifications for director candidates, it considers all pertinent factors that it considers appropriate, and believes that the Board should consist of directors who (i) are, in the majority, independent, (ii) are of high integrity, (iii) have broad, business-related knowledge and experience at the policy-making level in business or technology, including their understanding of Tesla’s business in particular, (iv) have qualifications that will increase overall Board effectiveness, (v) represent diversity of professional experience and (vi) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members. For example, after conducting independent director searches from time to time in which numerous highly qualified candidates from a variety of backgrounds were considered, the Nominating and Corporate Governance Committee recommended to the Board Joe Gebbia as a director in 2022, JB Straubel as a director in 2023 and Jack Hartung as a director in 2025, to further bolster the Board’s expertise in technological innovation, public company management, financial reporting and sustainability initiatives.

•

In evaluating and identifying candidates, the Nominating and Corporate Governance Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm.

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•

With regard to any candidates who are properly recommended by shareholders (as described in more detail below) or by other sources, the Nominating and Corporate Governance Committee will review the qualifications of any such candidate, which review may, in the Nominating and Corporate Governance Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate or other actions that the Nominating and Corporate Governance Committee deems necessary or proper.

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•

After completing its review and evaluation of director candidates, the Nominating and Corporate Governance Committee recommends the director nominees that it has determined to be qualified to the full Board.

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It is the policy of the Nominating and Corporate Governance Committee to consider properly submitted recommendations for candidates to the Board from shareholders. Shareholder recommendations for candidates to the Board must be directed in writing to Tesla, Inc., 1 Tesla Road, Austin, Texas 78725, Attention: Legal Department, and should also be sent by e-mail to [email protected]. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and Tesla within the last three years and evidence of the nominating person’s ownership of Tesla stock. Such recommendations must also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of character, integrity, judgment, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of Tesla’s business, other commitments and the like, as well as any personal references and an indication of the candidate’s willingness to serve.

Attendance at Annual Meetings of Shareholders by the Board

Although Tesla does not have a formal policy regarding attendance by members of the Board at Tesla’s annual meetings of shareholders, directors are encouraged to attend. All of our directors attended the 2025 Annual Meeting.

Stock Transactions

Hedging, Short Sales and Rule 10b5-1 Trading Plans

Tesla has an insider trading policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. The insider trading policy prohibits all of our directors, officers and employees from, among other things, engaging in short sales, hedging or similar transactions designed to decrease the risks associated with holding Tesla securities. This prohibition encompasses transactions in publicly traded options, such as puts and

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calls, and other derivative securities with respect to Tesla securities, but not transactions designed to facilitate portfolio diversification, such as broad-based index options, futures or baskets. It is also the policy of Tesla to comply with all applicable securities laws when transacting in its own securities. A copy of the insider trading policy is filed as Exhibit 19 to Tesla’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Stock Ownership by the Board and Management

To align the interests at the highest level of our management with those of our shareholders, the Board has instituted the following requirements relating to stock ownership under our Corporate Governance Guidelines.

Each member of the Board and all of our NEOs are subject to the following minimum stock ownership requirements: (i) each director is required to own shares of Tesla stock equal in value to at least five times the annual cash retainer for directors (regardless of whether or not the retainer has been waived, and exclusive of retainer amounts for service as a member or chair of a Board committee) and (ii) our NEOs are required to own shares of Tesla stock equal in value to at least six times his/her base salary; provided that equity-based awards are not counted under Tesla’s Stock Ownership Guidelines. Each individual shall have five years from the date such person assumed his or her relevant role at Tesla to come into compliance with these requirements. Each person’s compliance with the minimum stock ownership level will be determined on the date when this compliance grace period expires, and then annually on each December 31, by multiplying the number of shares held by such person and the average closing price of those shares during the preceding month. Our NEOs and each of our directors are currently either in compliance with these requirements or are in the applicable period to come into compliance therewith.

Pursuant to our Corporate Governance Guidelines, no equity award as to which vesting or the lapse of a period of restriction occurs based solely on the passage of time that is granted to any NEO may vest, or have a period of restriction that lapses, earlier than six months from the date on which such vesting or lapse commences. Furthermore, our Corporate Governance Guidelines provide that no NEO may sell, transfer, pledge, assign or otherwise dispose of any shares of Tesla stock acquired pursuant to any stock option, restricted stock unit or other equity award granted by Tesla earlier than the date that is six months after the date on which such award vests or the period of restriction with respect to such award lapses, as applicable.

Prohibition of Equity Award Repricing

Tesla views equity-based compensation to be a key factor in incentivizing the future performance of our personnel. Consequently, the amended and restated 2019 Equity Incentive Plan of Tesla, Inc. (“A&R 2019 Equity Incentive Plan”) provides, and Tesla’s previous 2010 Equity Incentive Plan provided, that stock options and other equity awards issued under these plans that derive their value from the appreciation of the value of Tesla’s stock may not be exchanged for other awards, repurchased for cash or otherwise be made the subject of transactions that have the purpose or effect of repricing such awards. The A&R 2019 Equity Incentive Plan prohibits repricing.

Contacting the Board

Any shareholder who desires to contact our non-employee directors regarding appropriate Tesla business-related comments may do so electronically at the following website: https://ir.tesla.com/​contact-us#contact-us. Such shareholders who desire to contact our non-employee directors by mail may do so by writing to Tesla, Inc., 1 Tesla Road, Austin, Texas 78725, Attention: Legal Department. Our General Counsel, or someone acting in his or her place or his or her designee, receives these communications unfiltered by Tesla, forwards communications to the appropriate committee of the Board or non-employee director, and facilitates an appropriate response. Please note that requests for investor relations materials should be sent to [email protected].

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Executive Officers

The names of Tesla’s executive officers, their ages, their positions with Tesla and other biographical information as of October 19, 2026, are set forth below. Except for Mr. Musk and Mr. Kimbal Musk, who are brothers, there are no other family relationships among any of our directors or executive officers.

Elon Musk. For a brief biography of Mr. Musk, please see “Proposal One — Tesla Proposal to Elect Three Class I Directors — Information Regarding the Board and Director Nominees” above.

Vaibhav Taneja has served as our Chief Financial Officer since August 2023. Prior to his appointment as CFO, Mr. Taneja had served as Tesla’s Chief Accounting Officer since March 2019, as Corporate Controller from May 2018, and as Assistant Corporate Controller between February 2017 and May 2018. Mr. Taneja served in various finance and accounting roles at SolarCity from March 2016. Mr. Taneja holds a Bachelor of Commerce degree from Delhi University and is a Certified Public Accountant (inactive).

Tom Zhu has served as our Senior Vice President since April 2023, and Senior Vice President, APAC and Global Vehicle Manufacturing, since June 2025. Mr. Zhu joined Tesla in April 2014, and served in various operational roles before being appointed as Vice President, Greater China, where he led the construction and operations of Gigafactory Shanghai. Mr. Zhu holds a Bachelor of Commerce degree in information technology from the Auckland University of Technology and an M.B.A. from Duke University.

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Executive Compensation for Fiscal Year 2025

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our NEOs for fiscal year 2025 should be read together with the compensation tables and related disclosures set forth below on page 50 through page 64. This discussion contains forward-looking statements that are based on our current considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this discussion.

The following discussion and analysis relates to the compensation arrangements for 2025 of (i) our principal executive officer, (ii) our principal financial officer and (iii) the most highly compensated person, other than our principal executive officer and principal financial officer, who was serving as executive officer at the end of our fiscal year ended December 31, 2025. We had no other executive officers during our fiscal year ended December 31, 2025. Our NEOs for fiscal year 2025 were:

Overview and Fiscal Year 2025 Company Highlights

Our current executive compensation program, which was developed and approved by the Compensation Committee, generally consists of base salary and equity-based incentives, as well as other benefits generally available to employees. We combine these elements in order to formulate compensation packages with the goal of providing, on a total basis, competitive pay and aligning the interests of our NEOs with long-term shareholder interests by tying the value of their compensation to our long-term stock price and/or the achievement of financial, operational and strategic objectives. In 2025, Tesla’s full-year accomplishments under our executive leadership included the following:

•

Model Y’s position as the best-selling vehicle of any kind globally for the full year 2025;

​

•

Completion of the refresh of our vehicle lineup with the launch of the new Model Y;

​

•

Deployment of 46.7 gigawatt-hours of energy storage, representing a 48.7% increase compared to the prior year; and

​

•

Further progress in our transition from a hardware-centric business to a physical SI company, including through advancements in FSD (Supervised), the launch of our Robotaxi service, refinement of our production-primed Optimus bot design and expansion of our SI training infrastructure.

​

For more information on how our portfolio of products helped transition the world to sustainable energy in 2025, a key component of our mission of amazing abundance, please refer to the Environment section of our 2025 Impact Report.

Compensation Philosophy

Our mission is building a world of amazing abundance. This is a long-term mission, and our compensation programs reflect this — and our startup origins — in that they consist primarily of salary or wages and equity awards. Whereas salary or wages are intended to meet our employees’ near-term liquidity needs, we believe that equity awards are an effective tool for retaining employees long-term and incentivizing performance, as they vest incrementally over a period of time or upon the achievement of specified performance milestones designed to be achieved over the medium and long term. During periods in which our stock price and the underlying value of

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equity awards increase, their retention impact is even greater. We believe that the potential for such increases also creates an ownership culture that promotes holding equity, which in turn aligns the interests of our employees with the long-term interests of our shareholders. This compensation philosophy also allows our employees to grow their skill sets and contributions consistent with our long-term mission. For these reasons, our goal is to provide employees with the opportunity to participate in our equity programs, with certain cash-based bonus programs serving generally to accommodate specific incentive structures or liquidity needs. For more information on the impact equity ownership has had on our employees, please refer to the People and Community of our 2025 Impact Report.

In light of these considerations, we generally do not make annual grants of equity awards to our senior executives, including our NEOs, and instead grant equity awards from time to time based upon individual roles and contributions and the retentive impact of currently outstanding equity awards. By combining salary or wages with our equity award program, we strive to offer a total level of compensation that is competitive for specific roles within particular geographical markets.

In particular, we believe that compensation for the individuals who are responsible for Tesla’s strategic direction and operations (including those below the executive level as discussed below) should motivate them to achieve sustainable shareholder value and/or tangible milestones rather than to simply remain at Tesla or maintain the status quo.

When grants are made to executive officers (other than our Chief Executive Officer), those grants generally comprise stock option awards, which have no intrinsic value at grant and accumulate value, if at all, only to the extent that our stock price increases following their grant and such stock options are exercised. Prior to 2025, grants to our Chief Executive Officer were in the form of stock options. Equity awards granted to our Chief Executive Officer in 2025 are discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below. In addition, because equity awards comprise a greater proportion of our executive officers’ total level of compensation compared to comparable roles at peer companies, a sustained decrease in our stock price or failure to achieve the applicable operational milestones may result in a level of total compensation that is significantly less than that of such peer roles. Likewise, our outside director compensation program has been comprised primarily of equity awards that are entirely in the form of stock option awards, as well as relatively modest cash retainer payments that may be waived at the election of each director. Each director determined to forgo all equity and cash retainer payments for 2025, as they have done since 2021.

Performance Equity Awards

As discussed, we are committed to a pay for performance culture where we believe that key employees, whether at the Chief Executive Officer level, executive level or below the executive level, should be incentivized to drive sustainable shareholder value through the achievement of tangible operational milestones that meaningfully advance Tesla’s business.

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Performance Equity Awards to Executives with Operational Goals

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In 2012, we proposed the first CEO Performance Award, which aligned compensation incentives with measurable company performance tied to our core company goals. We continued that approach in 2018 and again in 2025 where we established ambitious milestones that only reward the recipient when the Company achieves both market capitalization and operational goals. Shareholders were rewarded with extraordinary performance when those goals were not only accomplished, but in a timeframe sooner than required. Other executives apart from our Chief Executive Officer have also been incentivized through equity awards tied to the achievement of certain operational goals.

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Performance Equity Awards to Non-Executives with Operational Goals

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In keeping with this pay for performance philosophy, while we offer to our general employee population time-vesting equity awards, we also grant from time to time equity awards to non-executive key employees that are earned solely based on the achievement of specified operational milestones. These operational milestones are designed as meaningful indicators

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of Tesla’s success, which drive shareholder growth while remaining tied to the employee’s particular ability to contribute directly to their achievement. Certain examples of these goals tied to our strategic priorities include but are not limited to:

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The development and expansion of our FSD (Supervised) technology and Robotaxi service;

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Optimus production and deployment;

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Advancements in battery engineering technology and production efficiency;

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Energy charging and storage technology and production; and

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Semi production and fleet services.

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By linking compensation to measurable individualized and team results, this approach incentivizes and rewards our employees for driving outcomes in critical initiatives that also serve shareholder interests.

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Equity Awards to Other Employees

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For our broader employee population, we have also introduced programs which included, among others, awards which vested based on the Company achieving certain financial milestones, and award multipliers for hourly employees tied to Company vehicle deliveries and energy deployments. In this way, our compensation programs are designed to pay for performance at every level of the Company.

We evaluate our compensation philosophy and programs regularly and evolve them as circumstances merit with oversight by the Compensation Committee (and, as appropriate, a special committee of the Board of Directors), particularly with respect to executive and director compensation. For example, if our stock price experiences significant movement over a short period of time that results in a persistent change to equity compensation, certain adjustments may be considered to align our compensation programs to their intended purposes.

Key Factors in Determining Executive Compensation

Role of Compensation Committee in 2025 Executive Compensation

The Compensation Committee has overall responsibility for reviewing and determining the compensation of our other executive officers. Members of the Compensation Committee are appointed by the Board. Currently, the Compensation Committee consists of three members of the Board: Ira Ehrenpreis (Chair), Robyn Denholm and Kathleen Wilson-Thompson, none of whom is an executive officer of Tesla, and each of whom qualifies as an “independent director” under the Nasdaq rules and is deemed independent under all applicable requirements of the Securities and Exchange Commission and Tesla’s Corporate Governance Guidelines, which follow the Nasdaq framework for the determination of independence.

In 2025, the Board determined that it was in the best interests of Tesla to form a special committee, consisting of Ms. Denholm and Ms. Wilson-Thompson in their capacity as disinterested directors (the “Special Committee”), to consider, evaluate and determine whether it would be in the best interests of Tesla to retain and incentivize Mr. Musk, and if so, any methods, approaches or manners (including any new compensation plans or awards) for doing so consistent with all applicable legal and other requirements.

Role of Compensation Consultants for 2025 Executive Compensation

The Compensation Committee has the authority to engage, and has from time to time engaged, the services of outside consultants to assist in making decisions regarding the establishment of Tesla’s compensation philosophy and programs, including for executives and directors. In addition, in 2025, Compensia, Inc., a national consulting firm (“Compensia”), was retained as a compensation consultant to advise the Special Committee with respect to the performance-based restricted stock award granted to Elon Musk in September 2025 (the “2025 CEO Performance Award”).

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Role of Executive Officers in Compensation Decisions in 2025

Historically, for executive officers other than our Chief Executive Officer, the Compensation Committee has sought and considered input from our Chief Executive Officer regarding such executive officers’ responsibilities, performance and compensation. Specifically, our Chief Executive Officer recommends base salary increases and equity award levels for our senior personnel, and advises the Compensation Committee regarding the compensation program’s ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our Chief Executive Officer believes are qualitatively commensurate with an executive officer’s individual qualifications, experience, responsibility level, functional role, knowledge, skills and individual performance, as well as Tesla’s performance. The Compensation Committee considers our Chief Executive Officer’s recommendations, but ultimately determines compensation in its judgment and approves the compensation for all of our executive officers (other than for our Chief Executive Officer, the compensation for whom in 2025 was recommended by the Special Committee to, and ultimately approved by, the Board and our shareholders).

The Compensation Committee meets regularly in executive session. Our Chief Executive Officer is not present during Compensation Committee deliberations or votes on his compensation and also recuses himself from sessions of the Board where the Board acts on the Compensation Committee’s recommendations regarding his compensation. In addition, the Board has established a management committee under the A&R 2019 Equity Incentive Plan (the “Equity Award Committee”) to grant and administer equity awards, subject to certain limitations, such as, among other things, maximum limits on the seniority of personnel to whom the Equity Award Committee may grant awards and the value of any individual award. For example, the Equity Award Committee is not authorized to grant awards to employees at or above the level of vice president. Moreover, pursuant to applicable law, the Equity Award Committee may not grant awards to its members, and the number of shares of our common stock underlying awards granted by it may not exceed amounts determined by the Board from time to time. The Board has delegated to the Compensation Committee oversight authority over the Equity Award Committee.

Role of Shareholder Say-on-Pay Votes

At our 2025 Annual Meeting, our shareholders approved the compensation of our NEOs, with approximately 78.2% of our shareholders present or represented by proxy and entitled to vote on the proposal at the meeting voting in favor of our compensation policies for our NEOs. Given these results, the Compensation Committee has decided to retain our overall approach to executive compensation while continuing to evaluate our practices.

At the 2023 Annual Meeting, our shareholders indicated a preference for an annual shareholder advisory vote on the compensation of our NEOs. Consistent with the results of the shareholder vote, we intend to hold a shareholder advisory vote on executive compensation every year until the next vote on the frequency of shareholder advisory votes on executive compensation. We are required to hold a “say on frequency” vote at least every six years regarding how often to hold a shareholder advisory vote on the compensation of our NEOs.

Clawback Policy

We maintain a clawback policy for compliance with Nasdaq listing standards and Section 10D of the Exchange Act. This clawback policy applies to current and former executive officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws; misconduct on the part of the executive is not required to trigger the clawback policy’s application. Under this clawback policy, we are required to recoup incentive-based compensation (as that term is defined in Section 10D of the Exchange Act) erroneously received within the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Our Compensation Committee is responsible for overseeing the administration of this clawback policy.

Our Corporate Governance Guidelines also set forth a compensation recovery (“clawback”) policy with respect to our executive officers. Moreover, the terms of the 2018 CEO Performance Award, the

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grant of restricted stock to Mr. Musk in August 2025 (“2025 CEO Interim Award”) and the 2025 CEO Performance Award each include a clawback provision in the event of a restatement of our financial statements previously filed with the SEC. See “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below.

Elements of NEO Compensation for 2025

2025 Base Salary

The Compensation Committee is responsible for reviewing our Chief Executive Officer’s and other executive officers’ base salaries. The base salaries of all executive officers are reviewed and adjusted when necessary to reflect individual roles, performance and the competitive market. Because we currently do not provide cash bonuses to our executive officers, salary is the primary cash-based element of our executive officers’ compensation structure.

The following table sets forth information regarding the annualized base salary rates at the end of 2025 for our NEOs:

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(1)

Reflects an annualized rate assuming 52 weeks each comprised of five work days.

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(2)

Mr. Musk historically earned a base salary that reflected the applicable minimum wage requirements under California law, and was subject to income taxes based on such base salary. However, he has never accepted his salary. Commencing in May 2019 at Mr. Musk’s request, we eliminated altogether the earning and accrual of this base salary.

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2025 Equity-Based Incentives

Our equity award program is the primary vehicle for offering long-term incentives to our NEOs. The equity awards we have historically granted and currently grant to individuals other than our Chief Executive Officer are options to purchase shares of our common stock and restricted stock unit awards that are settled in shares of our common stock upon vesting. We have granted to our NEOs both awards that vest over a long-term period and awards that vest only upon the achievement of specified Tesla performance milestones, in each case subject to continued service. We emphasize the grant of stock option awards for our NEOs, which have value only to the extent, if any, that our stock price increases following their grant. Accordingly, since 2020, equity awards granted to our NEOs (other than our Chief Executive Officer) have primarily been in the form of stock options: Mr. Zhu, our Senior Vice President, APAC and Global Vehicle Manufacturing, received 100% of his equity award as stock options upon his promotion to Senior Vice President in 2023, and Mr. Taneja, our Chief Financial Officer, received approximately 80% of his equity award as stock options in 2024. As a result, a significant portion of our NEOs’ total compensation is entirely at risk, depending on long-term stock price performance. Prior to 2025, grants to our Chief Executive Officer were in the form of stock option awards. Equity awards granted to our Chief Executive Officer in 2025 are discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below.

While we strive to offer a total level of compensation that is competitive within specific roles and geographical markets, we do not have a rigid set of criteria for granting equity awards; instead, the Compensation Committee exercises its judgment and discretion, in consultation with our Chief Executive Officer and, from time to time, a compensation consultant (other than with respect to decisions pertaining to the Chief Executive Officer’s compensation). To determine the form and amount of equity awards previously granted to NEOs, the Compensation Committee considers, among other things, the role and responsibility of the NEO, competitive market factors, equity awards previously granted to the NEO, the impact of any dramatic changes in our stock price over a short

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period of time and the cash-based compensation received by the NEO. We generally grant one-time new hire equity awards to our employees, including executives, upon their commencement of employment with us, or upon their promotion to a new position. Additionally, as part of our ongoing executive compensation review and alignment process, we have periodically granted additional equity awards to our executives.

The Compensation Committee meets periodically, including to approve equity award grants to our executives from time to time. In addition, the Special Committee is responsible for evaluating and recommending to the Board the methods for incentivizing and retaining our Chief Executive Officer. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information, and the Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. Tesla has not timed the disclosure of material non-public information to affect the value of executive compensation. During 2025, there were no stock options granted to any NEO within four business days preceding, or within one business day after, the filing of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information.

Severance and Change in Control Benefits

No NEO has a severance or change in control arrangement with Tesla, other than certain terminations of employment and change of control provisions in the 2025 CEO Performance Award and, prior to its forfeiture in its entirety in April 2026, in the 2025 CEO Interim Award, as described in “Executive Compensation for Fiscal Year 2025 — Potential Payments Upon Termination or Change in Control as of December 31, 2025,” “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” and “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Interim Award” below. In addition, the Implementation Agreement, which was entered into in April 2026, as described in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award,” includes provisions for vesting in connection with certain terminations of employment and change in control.

Bonus

We do not currently have, or plan to enter into, any specific arrangements with our NEOs providing for cash-based bonus awards, and historically we have rarely entered into such arrangements.

Non-Equity Incentive Plan Compensation

We did not provide any non-equity incentive plan compensation to any of our NEOs in 2025, and we do not currently have, or plan to enter into, any specific arrangements with our NEOs providing for non-equity incentive plan compensation.

Perquisites

Generally, we do not provide any perquisites or other personal benefits to our NEOs which are not offered on a non-discriminatory basis to all employees as well.

Health and Welfare Benefits

We provide the following benefits to our NEOs on the same basis provided to all of our employees:

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Medical insurance including comprehensive transgender and fertility coverage, mental health, dental and vision;

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Adoption and surrogacy benefits;

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Confidential Employee Assistance Program counseling;

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Life insurance and accidental death and dismemberment insurance;

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A Section 401(k) plan where Tesla will provide a company match equal to 50% of the employee’s contribution, up to a maximum of 3% of the employee’s eligible compensation with a $3,000 annual cap;

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An employee stock purchase plan;

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Short- and long-term disability insurance;

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Medical and dependent care flexible spending account; and

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A health savings account.

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For more information on our employee programs and benefits, please refer to the People and Community section of our 2025 Impact Report.

Chief Executive Officer Compensation

Overview

Historically, in developing compensation recommendations for our Chief Executive Officer, the Compensation Committee and Special Committee, as applicable, have sought both to appropriately reward our Chief Executive Officer’s previous and current contributions and to create incentives for our Chief Executive Officer to continue to contribute significantly to successful results in the future. Each of the 2025 CEO Performance Award, the 2018 CEO Performance Award and the performance-based stock option award granted to our Chief Executive Officer in August 2012 (the “2012 CEO Performance Award”) incentivized future performance when granted. The grant of restricted stock to Mr. Musk in August 2025 (“2025 CEO Interim Award”) was intended to retain him in recognition of his inability to exercise the fully earned 2018 CEO Performance Award due to the ongoing litigation then pending before the Delaware Supreme Court (together with its constituent and related litigation, “Tornetta”). Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award, the 2025 CEO Interim Award was forfeited in its entirety in April 2026, as discussed in “Executive Compensation For Fiscal Year 2025 — Compensation Discussion and Analysis —  Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Interim Award” below.

In addition to serving as our Chief Executive Officer since October 2008, Mr. Musk has contributed significantly and actively to us since our earliest days in April 2004 by recruiting executives and engineers, contributing to our position as a multi-sector innovator in SI, robotics, vehicle engineering and design, raising capital for us, bringing investors to us and raising our public awareness.

Cash Compensation

Mr. Musk historically earned a base salary that reflected the applicable minimum wage requirements under California law, and he was subject to income taxes based on such base salary. However, he has never accepted his salary. Commencing in May 2019 at Mr. Musk’s request, we eliminated altogether the earning and accrual of this base salary.

Equity Compensation

2025 CEO Interim Award

The Special Committee recognized the lack of meaningful compensation for Mr. Musk since the 2012 CEO Performance Award was last earned in 2017 as well as the continued uncertainty around a resolution in Tornetta and its impact on Mr. Musk’s ability to exercise the 2018 CEO Performance Award, and the Special Committee assessed the possibility of a good-faith payment in recognition of his accomplishments and to honor Tesla’s compensation promises. The Special Committee designed the 2025 CEO Interim Award to allow Tesla to immediately deliver the voting influence that Mr. Musk had stated that he desired, while requiring Mr. Musk to remain in a leadership role at Tesla over a two-year vesting period in order to maintain both the voting influence and the economics associated with the 2025 CEO Interim Award. The Special Committee ultimately determined that

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retaining and incentivizing Mr. Musk was of paramount importance to Tesla’s future and recommended that the Board of Directors approve the 2025 CEO Interim Award. On August 3, 2025, the Board of Directors approved an award of 96,000,000 shares of restricted stock to Mr. Musk under the Company’s A&R 2019 Equity Incentive Plan.

The 2025 CEO Interim Award was scheduled to vest upon the second anniversary of August 3, 2025, subject to Mr. Musk remaining in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through such second anniversary. The 2025 CEO Interim Award also would have vested on an accelerated basis if Mr. Musk was serving either as our CEO or as an executive officer responsible for product development or operations upon a change in control or his death. However, the 2025 CEO Interim Award would be immediately forfeited and returned to the Company if, prior to vesting, there was a final, non-appealable judgment, order or decision of the Delaware courts with respect to the action captioned Tornetta v. Elon Musk et al., C.A. No. 2018-0408-KSJM (Del. Ch.), or any pending or future appeal, including In re Tesla, Inc. Derivative Litigation, Nos. 10, 2025, 11, 2025 (Del.) (a “Tornetta Decision Event”) that resulted in Mr. Musk becoming able to exercise in full the 2018 CEO Performance Award.

Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award on December 19, 2025, reversing the Delaware Court of Chancery (the “Court of Chancery”) decision purporting to rescind the 2018 CEO Performance Award and the Court of Chancery’s final order on March 18, 2026 implementing such reversal, on April 21, 2026, the disinterested directors of the Board (with Mr. Musk and Mr. Kimbal Musk recused), acting as administrator of the 2025 CEO Interim Award, approved the determination that the final order and judgment allowing Mr. Musk to exercise the 2018 CEO Performance Award in full constituted a Tornetta Decision Event, resulting in the forfeiture of the 2025 CEO Interim Award by Mr. Musk on April 21, 2026.

2025 CEO Performance Award

Following Mr. Musk’s successful achievement of the 2018 CEO Performance Award, the Special Committee recognized that Tesla lacked a go-forward incentive for Mr. Musk to motivate him to focus on pursuing the Company’s long-term potential in line with the vision described in Master Plan Part IV. Building upon the successful framework of the 2018 CEO Performance Award, the Special Committee designed the 2025 CEO Performance Award to motivate Mr. Musk to lead Tesla through its next phase of transformational growth, as described in Master Plan Part IV. On September 3, 2025 (the “2025 CEO Performance Award Grant Date”), the Board of Directors granted the 2025 CEO Performance Award, consisting of approximately 423.7 million shares of performance-based restricted stock to Mr. Musk, which was approved on November 6, 2025 by our shareholders.

The 2025 CEO Performance Award is designed to retain and incentivize Mr. Musk by giving him the voting rights associated with the restricted common stock underlying the award as soon as such shares are earned but then requiring that Mr. Musk remain in service to vest in the economic benefits of the earned restricted common stock. Until such time as there are no shares under the 2025 CEO Performance Award that are not earned (the “Unearned Shares”), Mr. Musk’s Unearned Shares will vote proportionately to the votes of all other shares of our capital stock that are present and entitled to vote at any annual or special meeting (or similar action) of our shareholders (including Mr. Musk).

Generally, each of the 12 tranches of the 2025 CEO Performance Award will become “Earned Shares” upon Mr. Musk remaining in Eligible Service (as defined below) and the certification by disinterested directors that the following have been achieved: (i) the market capitalization milestone for such tranche and (ii) any one of the four operational milestones focused on strategic product goals (subject to deemed achievement for certain strategic product goals) or eight operational milestones focused on Adjusted EBITDA (clauses (i) and (ii), together the “Performance Milestones”). Mr. Musk will be able to direct the vote of such Earned Shares.

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(1)

The 11th and 12th tranches are earned upon the later of (i) the date on which the last Performance Milestone applicable to such tranche is completed and (ii) the date on which the disinterested members of the Board approve a framework for CEO succession developed by Mr. Musk.

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(2)

Market capitalization milestones are measured on a trailing average basis over both a six-month period and a 30-day period. Achievement may also be measured over a one-year period in connection with the deemed achievement of certain product goals.

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(3)

None of the tranches have become Earned Shares.

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The operational milestones generally required for any shares to become Earned Shares are defined as follows:

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(1)

Adjusted EBITDA is defined in the Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025 (the “2025 CEO Performance Award Agreement”), as net income (loss) attributable to common stockholders before interest expense, provision (benefit) for income taxes, depreciation, amortization and impairment, stock-based compensation and digital assets gains and losses as reported in our financial statements on Forms 10-Q and 10-K (or other Exchange Act filings) filed with the SEC for the four consecutive fiscal quarters that immediately precede such determination date.

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(2)

Meeting the last three Adjusted EBITDA operational milestones requires achieving Adjusted EBITDA of $400 billion in three non-overlapping periods, each made up of four consecutive quarters.

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The vesting date for each tranche of shares depends on when such shares become Earned Shares, which is based on the achievement of Performance Milestones. Generally, shares earned prior to the 5th anniversary of the 2025 CEO Performance Award Grant Date vest on the 7.5th anniversary, and shares that are earned after the 5th anniversary of the 2025 CEO Performance Award Grant Date vest on the 10th anniversary (each such 7.5-year and 10-year period, a “Post-Milestone Service Period”); in each case, Mr. Musk must maintain continued employment either as our CEO or as an executive officer responsible for product development or operations through the applicable Post-Milestone Service Period (“Eligible Service”). Upon vesting, the vested shares will be reduced by an offset amount of $334.09 per share, unless Mr. Musk elects to pay such amounts in cash.

Shares in any tranche for which the Performance Milestones have not been achieved during the performance period will be forfeited automatically on the 10th anniversary of the 2025 CEO Performance Award Grant Date. Any unvested shares will be forfeited upon cessation of Eligible Service, except where Eligible Service is terminated without cause or due to death or disability, in which case Earned Shares will immediately vest. In a change in control of the Company, Unearned Shares may become Earned Shares based solely on market capitalization milestones as set out in the 2025 CEO Performance Award Agreement. Earned Shares will vest upon the change in control, and Unearned Shares will be automatically forfeited.

Mr. Musk must hold shares for five years after they become Earned Shares (regardless of whether such Earned Shares vest), subject to exceptions on or after vesting for (i) a change in control, (ii) satisfying taxes due in respect of vesting or (iii) transfers for estate planning purposes that involve a mere change of form or as may be permitted by our disinterested directors in their discretion consistent with our internal policies.

Historical Equity Compensation

Prior to the stock option awards granted in December 2009, Mr. Musk did not receive any equity compensation for his services for a period of five years.

In 2010 and 2011, Mr. Musk did not receive any equity grants, because the Compensation Committee believed his grants made in December 2009 already provided sufficient motivation for Mr. Musk to perform his duties as Chief Executive Officer.

In August 2012, to create incentives for continued long-term success from the then-recently launched Model S program as well as from Tesla’s then-planned Model X and Model 3 programs, and to further align executive compensation with increases in shareholder value, the Board granted to Mr. Musk the 2012 CEO Performance Award, comprised of a stock option award to purchase 79,123,515 shares (as adjusted for the 2020 Stock Split and 2022 Stock Split) of Tesla’s common stock, representing 5% of Tesla’s total issued and outstanding shares at the time of grant. The 2012 CEO Performance Award consisted of 10 equal vesting tranches, each requiring that Tesla meet a combination of (i) the achievement of a specified operational milestone relating to development of Model X or Model 3, aggregate vehicle production or a gross margin target and (ii) a sustained incremental $4 billion increase in Tesla’s market capitalization from $3.2 billion, Tesla’s market capitalization at the time of grant. Prior to the expiration of the 2012 CEO Performance Award in 2022, the market capitalization conditions for all of the 10 vesting tranches and nine of the 10 operational milestones had been achieved, and nine of the 10 tranches had vested.

Prior to 2018, the only additional equity awards received by Mr. Musk related to certain immaterial awards granted during 2013 pursuant to a patent incentive program that was available to our employees generally.

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2018 CEO Performance Award

In January 2018, the Board of Directors granted a 10-year maximum term stock option to purchase 303,960,630 shares (as adjusted for the 2020 Stock Split and 2022 Stock Split) of Tesla’s common stock. The 2018 CEO Performance Award was divided equally among 12 separate tranches that were each equivalent to 1% of the issued and outstanding shares of Tesla’s common stock at the time of grant. Each of the 12 tranches of the 2018 CEO Performance Award vested upon certification by the Board that both (i) the market capitalization milestone for such tranche, which began at $100 billion for the first tranche and increased by increments of $50 billion thereafter, and (ii) the achievement of specified operational milestones relating to profitability, were met. All of the milestones were achieved in the lifetime of the award.

On April 21, 2026, the Board approved the Company’s entry into an agreement with Mr. Musk (the “Implementation Agreement”) implementing a process for Mr. Musk’s exercise of the 2018 CEO Performance Award.

The Implementation Agreement focuses on retaining Mr. Musk’s continued services by imposing a service-based vesting condition on the restricted shares of common stock issued to Mr. Musk upon exercise of the 2018 CEO Performance Award, requiring him to remain in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through January 19, 2028 and commences the 2018 CEO Performance Award’s five-year holding period on the vesting date (rather than upon exercise of such award). The restricted shares will vest on an accelerated basis if Mr. Musk is serving either as our CEO or as an executive officer responsible for product development or operations upon a change in control, or upon his death, disability or termination without cause. The Implementation Agreement also provided that Mr. Musk could satisfy the exercise price of the 2018 CEO Performance Award by electing net settlement by the Company or paying cash and provides for cooperation between the Company and Mr. Musk to create a mutually agreeable plan to address Mr. Musk’s satisfaction of applicable tax obligations.

On June 16, 2026, Mr. Musk exercised all 303,960,630 options and elected to net-settle the exercise price, pursuant to which the Company withheld 17,531,857 shares. The remaining 286,428,773 restricted shares issued upon exercise are scheduled to vest on January 19, 2028, subject to Mr. Musk’s satisfaction of the service-based vesting condition discussed above.

Realized Compensation

For purposes of the table set forth under the caption “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” below, we are required to report pursuant to applicable SEC rules any equity award grants to Mr. Musk at values determined as of their respective grant dates and which are driven by certain assumptions prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“ASC Topic 718”). Moreover, we are required to report in “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure” below (i) Mr. Musk’s annual total compensation, (ii) the median of the annual total compensation of all Tesla employees qualifying for this analysis, other than Mr. Musk, in each case calculated pursuant to the methodology used for the table under “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” and (iii) the ratio of the former to the latter.

In addition, we are required to report in “Executive Compensation for Fiscal Year 2025 — 2025 Option Exercises and Stock Vested” below an amount for the “value realized” upon (i) any exercise by Mr. Musk of a stock option, which is based on the difference between the market price of the underlying shares at the time of exercise and the exercise price of the stock option and (ii) any vesting of a restricted stock or restricted stock unit award, based on the market price of the award at the time of vesting. Such amount is required to be reported even if Mr. Musk does not actually receive any cash from such exercise or vesting, either because he does not also sell any shares or because he sells only a number of shares sufficient to cover the related tax liabilities resulting from the exercise or vesting.

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As a result, there may be a significant disconnect between what is reported as compensation for Mr. Musk in a given year in such sections and the value actually realized as compensation in that year or over a period of time. Moreover, the vast majority of compensation in respect of past equity award grants to Mr. Musk, including the 2012 CEO Performance Award, the 2018 CEO Performance Award and the 2025 CEO Performance Award, was structured to be incentives for future performance with their value realizable only if Tesla’s stock price appreciated compared to the dates of the grants, and if the Company achieved applicable vesting requirements.

To supplement the disclosures in “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table,” “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure” and “Executive Compensation for Fiscal Year 2025 — 2025 Option Exercises and Stock Vested” below, we have included the following table, which shows the total realized compensation of Mr. Musk for the last three fiscal years, as well as the ratio of Mr. Musk’s realized compensation to the median of the annual total compensation of all other Tesla employees qualifying for this analysis as reported under “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure.” Realized compensation is not a substitute for reported compensation in evaluating our compensation structure, but we believe that realized compensation is an important factor in understanding that the value of compensation that Mr. Musk ultimately realizes is dependent on a number of additional factors, including: (i) the vesting of certain of his option awards only upon the successful achievement of a number of market capitalization increase and operational milestone targets; (ii) the fact that Mr. Musk does not receive any cash if he does not actually sell shares and thereby reduce his investment in us, and he does not receive any cash to the extent that he sells only shares sufficient to cover income taxes with respect to his awards (including stock options exercised solely to avoid their expiration in accordance with their terms); and (iii) the then-current market value of our common stock at the times at which Mr. Musk may elect to actually sell his shares.

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(1)

“Total CEO realized compensation” for a given year is defined as (i) the amounts reported for Mr. Musk in “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” below under the columns “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation,” plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy any resulting tax liability, the difference between the market price of such shares at the time of exercise and the applicable exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy any withholding obligations related to such vesting, the market price of such shares at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of such tax liabilities.

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(2)

Includes $132,298,849,867, the maximum grant date fair value attributed to the 2025 CEO Performance Award (assuming all performance conditions will be achieved), and $26,060,160,000, the grant date fair value attributed to the 2025 CEO Interim Award, which was forfeited in its entirety in April 2026. Any shares that vest under the 2025 CEO Performance Award will be offset by a number of shares equal to $334.09 per vested share, unless Mr. Musk elects to pay such offset amount in cash. Mr. Musk would have paid a purchase price of $23.34 per share of restricted stock that vested under the 2025 CEO Interim Award. The 2025 CEO Performance Award is discussed in “Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” above.

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(3)

Reflects the exercise of vested stock options granted as part of a company-wide patent incentive program that were scheduled to expire in 2023. Mr. Musk paid the exercise price and applicable taxes in cash, and did not sell any of the resulting shares.

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Tax and Accounting Considerations

Sections 280G and 409A. We have not provided or committed to provide any executive officer or director with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Section 280G and related Code sections provide that executive officers, directors who hold significant shareholder interests and certain other service providers could be subject to significant additional excise taxes if they receive payments or benefits in connection with a change in control of Tesla that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A.

Tax Deduction Limit. Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation greater than $1,000,000 paid in any fiscal year to certain executive officers. The Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers and reserves the right to pay compensation that may not be deductible to Tesla if it determines that doing so would be in the best interests of Tesla.

Accounting Implications. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based compensation awards made to employees and directors based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

Other Information

On June 4, 2018, a Tesla shareholder filed a shareholder derivative complaint in the Court of Chancery against Mr. Musk and certain current and former Tesla directors in connection with the Board’s approval of the 2018 CEO Performance Award. On January 30, 2024, the Court of Chancery issued a post-trial opinion that granted the plaintiff’s request that the 2018 CEO Performance Award be fully rescinded. In addition, following the recommendation of a special committee of the Board, the Board (with Messrs. Elon Musk and Kimbal Musk recusing themselves) determined that the ratification of the 2018 CEO Performance Award was in the best interests of the Company and its shareholders, approved the ratification (the “Ratification”) of the 2018 CEO Performance Award, directed that the Ratification be submitted to the shareholders at the 2024 annual meeting, and recommended that shareholders approve the Ratification. The Ratification was approved by the shareholders at the 2024 annual meeting. Following the Ratification, the director defendants, joined by Tesla, requested that the Court of Chancery revise its decision to rescind the 2018 CEO Performance Award. On December 2, 2024, the Court of Chancery rejected the request to revise its decision and awarded plaintiff’s counsel fees in the amount of $345 million. A final judgment was entered by the Court of Chancery, and the director defendants and Tesla appealed the decisions to the Delaware Supreme Court. On December 19, 2025, the Delaware Supreme Court reversed the Court of Chancery’s judgment. The Supreme Court held that the rescission of the 2018 CEO Performance Award was improper, awarded Tesla nominal damages of $1, and reduced the attorneys’ fee award. On January 6, 2026, the Supreme Court issued its mandate to the Court of Chancery, and on March 18, 2026, the Court of Chancery entered its Amended Final Order and Judgment, awarding Tesla $1 in nominal damages and plaintiff’s counsel approximately $65 million inclusive of all fees, costs and post-trial interest.

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Compensation Committee Report

The Compensation Committee oversees Tesla’s compensation programs, policies and practices. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted by the members of the Compensation Committee of the Board

Ira Ehrenpreis (Chair)
Robyn Denholm
Kathleen Wilson-Thompson

This report of the Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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2025 Summary Compensation Table

The following table presents information concerning the total compensation of our NEOs for each of the last three fiscal years.

(1)

This column reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 of the restricted stock and restricted stock units granted to the NEOs. The assumptions used in the valuation of these awards are set forth in Note 11, Equity Incentive Plans, to the consolidated financial statements included in Tesla’s Annual Report on Form 10-K. These amounts do not necessarily correspond to the actual value that may be recognized by the NEOs, which depends, among other things, on the market value of our common stock appreciating from that on the grant date(s) of the restricted stock and restricted stock units.

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(2)

This column reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 of the options to purchase shares of our common stock granted to the NEOs. The assumptions used in the valuation of these awards are set forth in Note 11, Equity Incentive Plans, to the consolidated financial statements included in Tesla’s Annual Report on Form 10-K. These amounts do not necessarily correspond to the actual value that may be recognized by the NEOs, which depends, among other things, on the market value of our common stock appreciating from that on the grant date(s) of the option(s).

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(3)

Includes $132,298,849,867, the maximum grant date fair value attributed to the 2025 CEO Performance Award (assuming all performance conditions will be achieved), and $26,060,160,000, the grant date fair value attributed to the 2025 CEO Interim Award, which was forfeited in its entirety in April 2026. Any shares that vest under the 2025 CEO Performance Award will be offset by a number of shares equal to $334.09 per vested share, unless Mr. Musk elects to pay such offset amount in cash. Mr. Musk would have paid a purchase price of $23.34 per share of restricted stock that vested under the 2025 CEO Interim Award. The 2025 CEO Performance Award is discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” above. The 2025 CEO Interim Award is discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Interim Award” above.

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(4)

Reflects matching contributions made under the Tesla 401(k) Plan based on each NEO’s fiscal 2025 year contributions.

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(5)

All Other Compensation consists of $11,984 for tax assistance reimbursement payments for 2025 taxes (such payments were made in Chinese yuan and converted to U.S. dollars based on the average U.S. dollar/Chinese yuan exchange rate in 2025, which was approximately 7.13).

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2025 Pay Versus Performance

In accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are required to disclose certain information about the relationship between the compensation actually paid to our NEOs and certain measures of company performance. For information on our compensation philosophy, please see “Compensation Discussion and Analysis.”

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(1)

Represents the total compensation reported for Mr. Musk (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.

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(2)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Musk, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Musk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Musk’s total compensation, as reported in the Summary Compensation Table for each year, to determine the compensation actually paid.

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(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

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(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

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(3)

Represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Musk, who has served as our CEO since 2008) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Musk) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Vaibhav Taneja and Tom Zhu, (ii) for 2024, Vaibhav Taneja, Andrew Baglino and Tom Zhu, (iii) for 2023, Vaibhav Taneja, Andrew Baglino, Tom Zhu and Zachary Kirkhorn, (iv) for 2022, Zachary Kirkhorn and Andrew Baglino and (v) for 2021, Zachary Kirkhorn, Andrew Baglino and Jerome Guillen.

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(4)

The dollar amounts reported in this column are the average compensation actually paid for our NEOs other than our CEO in each applicable year, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the NEOs’ total compensation, as reported in the Summary Compensation Table for each applicable year, to determine the compensation actually paid.

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(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

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(5)

Total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period is December 31, 2020. The Company has never declared or paid cash dividends on its common stock. The dollar amounts reported in the table are the value of an initial $100 investment made on December 31, 2020, equal to $100 multiplied by one plus the TSR percentage calculated as described above.

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(6)

Represents the weighted group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The beginning of the measurement period is December 31, 2020. The peer group used for this purpose is the group of all public companies with SIC code 3711, “Motor Vehicles and Passenger Car Bodies.”

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(7)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

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(8)

In the Company’s assessment, revenue is the financial performance measure that is the most important financial performance measure (other than TSR and net income) used by the Company for the most recently completed fiscal year, to link compensation actually paid to performance.

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(9)

Mr. Baglino departed Tesla in April 2024, resulting in certain forfeitures of unvested awards. The average compensation actually paid in 2024 to our NEOs other than our CEO and Mr. Baglino was approximately $146.3 million.

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(10)

Mr. Kirkhorn departed Tesla in December 2023, which led to certain forfeitures of unvested awards. The average compensation actually paid in 2023 to our NEOs other than our CEO and Mr. Kirkhorn was approximately $54.3 million.

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(11)

Mr. Guillen departed Tesla in June 2021, resulting in certain forfeitures of unvested awards. The average compensation actually paid in 2021 to our NEOs other than our CEO and Mr. Guillen was approximately $123.2 million.

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Most Important Financial Performance Measures

The list below includes the three financial measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance. See “Compensation Discussion and Analysis” for further details.

•

Revenue

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•

Adjusted EBITDA

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•

Market Capitalization

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Description of Relationships Between Compensation Actually Paid and Performance

Relationship Between Compensation Actually Paid to the CEO and Net Income, Revenue and TSR

In 2025, compensation actually paid to the CEO was $10.37 billion, an increase from $0 in 2024. Over this same period, TSR increased by 11.0%, net income decreased by 46.1% and revenue decreased by 2.9%.

From 2023 to 2024, compensation actually paid to the CEO decreased by 100.0%. Over this same period, TSR increased by 62.3%, net income decreased by 52.2% and revenue increased by 0.9%.

From 2022 to 2023, compensation actually paid to the CEO increased by 114.5%. Over this same period, TSR increased by 103.8%, net income increased by 19.0% and revenue increased by 18.8%.

From 2021 to 2022, compensation actually paid to the CEO decreased by 164.6%. Over this same period, TSR decreased by 65.3%, net income increased by 123.0% and revenue increased by 51.4%.

As of the end of the 2025 fiscal year, Mr. Musk does not earn a base salary. Mr. Musk received compensation in the form of equity under the 2025 CEO Interim Award and the 2025 CEO Performance Award. See “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation” for more information.

The earning and vesting of shares under Mr. Musk’s 2025 CEO Performance Award are tied to specific market capitalization and operational milestones focusing on product goals and adjusted EBITDA. The vesting of the 2025 CEO Interim Award was tied to Mr. Musk remaining in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through the second anniversary of August 3, 2025. However, the compensation actually paid as calculated pursuant to Item 402(v) of Regulation S-K is based on the accounting changes in the fair value of such restricted stock awards, which varies significantly with the performance of our common stock.

As the 2025 CEO Performance Award is a performance-based award, only the tranche determined to be probable as of December 31, 2025 was included in Mr. Musk’s compensation actually paid in 2025. Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award, the 2025 CEO Interim Award was forfeited in its entirety in April 2026 and was not included in the compensation actually paid to Mr. Musk.

Thus, because the Company TSR is calculated from the beginning of the earliest year presented, a positive TSR does not necessarily correlate to an increase in compensation actually paid if the increase in TSR is less significant relative to a prior year. While a positive TSR may not align with an increase in compensation actually paid, as further demonstrated by the following graph, any decreases in TSR would align with decreases in compensation actually paid.

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Relationship Between Average Compensation Actually Paid to Non-CEO NEOs and Net Income, Revenue and TSR

From 2024 to 2025, compensation actually paid to the other NEOs decreased by 92.4%. Over this same period, TSR increased by 11.0%, net income decreased by 46.1% and revenue decreased by 2.9%.

From 2023 to 2024, compensation actually paid to the other NEOs increased by 95.0%. Over this same period, TSR increased by 62.3%, net income decreased by 52.2% and revenue increased by 0.9%.

From 2022 to 2023, compensation actually paid to the other NEOs increased by 127.7%. Over this same period, TSR increased by 103.8%, net income increased by 19.0%, and revenue increased by 18.8%.

From 2021 to 2022, compensation actually paid to the other NEOs decreased by 122.5%. Over this same period, TSR decreased by 65.3%, net income increased by 123.0%, and revenue increased by 51.4%.

Though our other NEOs do receive a base salary, a significant portion of their compensation actually paid consists of equity awards. As the compensation actually paid as calculated pursuant to Item 402(v) of Regulation S-K is based on the accounting changes in the fair value of such options and restricted stock units through their vesting dates, the value varies significantly with the performance of our common stock. Thus, because the Company TSR is calculated from the beginning of the earliest year presented, a positive overall TSR does not necessarily correlate to an increase in compensation actually paid if the stock price decreased in a given year.

From 2022 to 2023, compensation actually paid to our other NEOs was impacted by Zachary Kirkhorn’s departure in December 2023, which led to certain forfeitures of unvested awards. From 2023 to 2024, the amount of increase in compensation actually paid to other NEOs was affected by Andrew Baglino’s departure in April 2024, which led to certain forfeitures of unvested awards.

While a positive TSR may not align with an increase in compensation actually paid, as further demonstrated by the following graph, any decreases in TSR would align with decreases in compensation actually paid.

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Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The following chart compares our cumulative TSR for the applicable reporting year to our peer group’s cumulative TSR over the same period.

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Grants of Plan-Based Awards in 2025

The following table presents information concerning each grant of an award made to a NEO in fiscal year 2025 under any plan.