Tesla (TSLA) 10-K/A risk factor changes: FY2024 vs FY2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended December 31, 2024

OR

| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from                     to

Commission File Number: 001-34756

Tesla, Inc.

(Exact name of registrant as specified in its charter)

| Texas | | 91-2197729 |

| --- | --- | --- |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

| | | |

| 1 Tesla Road Austin, Texas | | 78725 |

| (Address of principal executive offices) | | (Zip Code) |

(512) 516-8177

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |

| --- | --- | --- |

| Common stock | TSLA | The Nasdaq Global Select Market |

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

_Background and Qualifications_

The names of the members of Tesla’s Board of Directors (the “Board”), their respective ages, their positions with Tesla and other biographical information as of April 30, 2025 are set forth below.

Except for Messrs.

Elon Musk and Kimbal Musk, who are brothers, there are no other family relationships among any of our directors or executive officers.

| | | | | | | | | | | | | Nominating | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | and | | | | |

| | | | | | | | | | | | | Corporate | | Disclosure | | Term |

| | | | | | | Chair of the | | Audit | | Compensation | | Governance | | Controls | | of |

| Name | | Age | | | | Board | | Committee | | Committee | | Committee | | Committee | | Office |

| Elon Musk | | | 53 | | | | | | | | | | | | | Expires in 2026 |

| Robyn Denholm | | | 61 | | | X | | X | | X | | X | | X | | Expires in 2026 |

| Ira Ehrenpreis | | | 56 | | | | | | | X | | X | | | | Expires in 2025 |

| Joe Gebbia | | | 43 | | | | | X | | | | | | | | Expires in 2025 |

| James Murdoch | | | 52 | | | | | X | | | | X | | X | | Expires in 2027 |

| Kimbal Musk | | | 52 | | | | | | | | | | | | | Expires in 2027 |

| JB Straubel | | | 49 | | | | | | | | | | | | | Expires in 2026 |

| Kathleen Wilson-Thompson | | | 67 | | | | | | | X | | X | | X | | Expires in 2025 |

_Elon Musk_ is the Technoking of Tesla and has served as our Chief Executive Officer since October 2008 and as a member of the Board since April 2004.

Mr. Musk has also served as Chief Executive Officer, Chief Technology Officer and Chairman of Space Exploration Technologies Corporation, a company which develops and launches advanced rockets and spacecraft (“SpaceX”), since May 2002, served as Chairman of the Board of SolarCity Corporation, a solar installation company (“SolarCity”), from July 2006 until its acquisition by us in November 2016, served as Chief Technology Officer of X Corp., a social media company (“X”), since October 2022 and served as the Chief Executive Officer and Treasurer of X.AI Corp., an artificial intelligence company (“xAI”), since March 2023.

Following the March 2025 merger of X and xAI, he now serves as the Chief Executive Officer of X.AI Holdings Corp. Mr. Musk is also a founder of The Boring Company (“TBC”), an infrastructure company, and Neuralink Corporation, a company focused on developing brain-machine interfaces.

Mr. Musk is also involved with the Department of Government Efficiency.

Prior to SpaceX, Mr. Musk co-founded PayPal, an electronic payment system, which was acquired by eBay in October 2002, and Zip2 Corporation, a provider of Internet enterprise software and services, which was acquired by Compaq in March 1999.

Mr. Musk also served on the board of directors of Endeavor Group Holdings, Inc. from April 2021 to June 2022.

Mr. Musk holds a B.A. in Physics from the University of Pennsylvania and a B.S. in Business from the Wharton School of the University of Pennsylvania.

As our Chief Executive Officer, one of our founders and our largest shareholder, Mr. Musk brings historical knowledge, operational and technical expertise and continuity to the Board.

Mr. Musk guided Tesla from an early-stage startup, through its IPO in 2010, to transformative growth into one of the most valuable companies in the world.

Mr. Musk’s leadership and unique vision has played a key role in our mission to accelerate the world’s transition to sustainable energy.

_Robyn Denholm_ has been a member of the Board since August 2014 and its Chair since November 2018.

In January 2021, Ms. Denholm joined Blackbird Ventures, a venture capital firm, as an Operating Partner, where she works with the founders of later-stage technology companies.

In 2024, she transitioned to a role on the Board of Directors.

Ms. Denholm actively champions the Australian technology sector and was the Inaugural Chair of the Technology Council of Australia, and currently serves as a Board Director.

She also founded Wollemi Capital Group in 2021, with a mission to invest in ventures that deliver a positive impact.

The firm’s investment portfolio spans environmental, venture capital and community focused investments, and includes majority ownership in two professional basketball teams, the Sydney Kings and Sydney Flames, and most recently, the majority ownership of the Women’s National Basketball league in Australia.

From January 2017 through June 2019, Ms. Denholm was with Telstra Corporation Limited, a telecommunications company (“Telstra”), where she served as Chief Financial Officer and Head of Strategy from October 2018 through June 2019, and Chief Operations Officer from January 2017 to October 2018.

Prior to Telstra, from August 2007 to July 2016, Ms. Denholm was with Juniper Networks, Inc., a manufacturer of networking equipment, serving in executive roles including Executive Vice President, Chief Financial Officer and Chief Operations Officer.

Prior to joining Juniper Networks, Ms. Denholm served in various executive roles at Sun Microsystems, Inc. from January 1996 to August 2007.

Ms. Denholm also served at Toyota Motor Corporation Australia for seven years and at Arthur Andersen & Company for five years in various finance assignments.

Ms. Denholm previously served as a director of ABB Ltd. Ms. Denholm is a Fellow of the Institute of Chartered Accountants of Australia/New Zealand, a member of the Australian Institute of Company Directors, and holds a Bachelor’s degree in Economics from the University of Sydney, and a Master’s degree in Commerce and a Doctor of Business Administration (honoris causa) from the University of New South Wales.

Ms. Denholm brings nearly 30 years of executive leadership experience at both NYSE and Nasdaq listed companies, including significant risk management, financial and accounting expertise, as well as technology leadership experience.

Compensation Discussion and Analysis

_The following discussion and analysis of compensation arrangements of our named executive officers for 2024 should be read together with the compensation tables and related disclosures set forth below.

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 2024 of (i) our principal executive officer, (ii) our principal financial officer, (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, 2024 and (iv) our former Senior Vice President, Powertrain and Energy Engineering, who served in such capacity during part of 2024 (our “named executive officers”).

We had no other executive officers serving at the end of our fiscal year ended December 31, 2024.

Our named executive officers for fiscal year 2024 were:

| | | |

| --- | --- | --- |

| Name | | Position |

| Elon Musk | | Technoking of Tesla and Chief Executive Officer |

| Vaibhav Taneja | | Chief Financial Officer |

| Tom Zhu | | Senior Vice President, APAC |

| Andrew Baglino | | Former Senior Vice President, Powertrain and Energy Engineering |

Mr. Baglino departed Tesla in April 2024.

_Overview and Fiscal Year 2024 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 named executive officers 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 2024, Tesla’s full-year accomplishments under our executive leadership included the following:

| | · | Model Y was the best-selling vehicle, of any kind, globally for the full year 2024; |

| --- | --- | --- |

| | · | Reached lowest average cost of goods per vehicle ever at less than $35,000; |

| --- | --- | --- |

| | · | 31.4 gigawatt hours of energy storage, representing an increase of 113.3%, compared to the prior year, and the completion of construction of Megafactory Shanghai; and |

| --- | --- | --- |

| | · | Further improvements and deployment of our FSD (Supervised) capabilities, including through increased AI training compute by over 400% in 2024 and the introduction of our purpose-built Robotaxi product, Cybercab. |

| --- | --- | --- |

_Compensation Philosophy_

Our mission is to accelerate the world’s transition to sustainable energy.

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, as they vest incrementally over a period of time or upon the achievement of specified performance milestones intended to be achieved over the medium- and long-term.

During periods in which our stock price and the underlying value of 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.

Additionally, this compensation philosophy further allows our employees to grow their skill sets and contributions consistent with our long-term mission.

For these reasons, our goal is to provide each employee 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.

In light of these considerations, we generally do not make annual grants of equity awards to our senior executives, including our named executive officers, 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 and our equity award program, we strive to offer a total level of compensation that is competitive within specific roles and geographical markets.

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

Therefore, while we offer to our general employee population restricted stock units that will retain some value even if the market value of our stock decreases, when grants are made to executive officers those grants generally comprise stock option awards, which have zero initial value and accumulate value, if at all, only to the extent that our stock price increases following their grant, through the applicable vesting dates and until such stock options are ultimately exercised and the underlying shares are sold.

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.

Equity Compensation Plan Information

The following table summarizes the number of securities underlying outstanding options, stock awards, warrants and rights granted to employees and directors, as well as the number of securities remaining available for future issuance, under Tesla’s equity compensation awards as of December 31, 2024.

| | | | | | | | | | | (c) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | Number of securities | | |

| | | (a) | | | | | | | | remaining available for | | |

| | | Number of securities | | | | (b) | | | | future issuance under | | |

| | | to be issued upon | | | | Weighted-average | | | | equity compensation | | |

| | | exercise of outstanding | | | | exercise price of | | | | plans (excluding | | |

| | | options, warrants and | | | | outstanding options, | | | | securities reflected in | | |

| | | rights | | | | warrants and rights | | | | column (a)) | | |

| Plan category | | (#)(1) | | | | ($)(2) | | | | (#) | | |

| Equity compensation plans approved by security holders | | | 363,183,229 | | | | 40.41 | | | | 208,528,520 | (3) |

| Equity compensation plans not approved by security holders | | | 12,525 | (4) | | | 33.24 | | | | — | |

| Total | | | 363,195,754 | | | | 40.41 | | | | 208,528,520 | |

| | (1) | Consists of options to purchase shares of our common stock, including the 2018 CEO Performance Award, and restricted stock unit awards representing the right to acquire shares of our common stock. |

| --- | --- | --- |

| | (2) | The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards, which have no exercise price. |

| --- | --- | --- |

| | (3) | Consists of 112,985,272 shares remaining available for issuance under the Tesla, Inc. 2019 Equity Incentive Plan, and 95,543,248 shares remaining available for issuance under the Tesla, Inc. 2019 Employee Stock Purchase Plan. |

| --- | --- | --- |

| | (4) | Consists of outstanding stock options and restricted stock unit awards that were assumed in connection with acquisitions. No additional awards may be granted under the plans pursuant to which such awards were initially granted. |

| --- | --- | --- |

Ownership of Securities

The following table sets forth certain information regarding the beneficial ownership of Tesla’s common stock, as of December 31, 2024, for the following:

| | · | each person (or group of affiliated persons) who is known by us to beneficially own 5% of the outstanding shares of our common stock; |

| --- | --- | --- |

| | · | each of our non-employee directors; |

| --- | --- | --- |

| | · | each of our current executive officers named in the Summary Compensation Table in Item 11 above; and |

| --- | --- | --- |

| | · | all current directors and executive officers of Tesla as a group. |

| --- | --- | --- |

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or exercisable within 60 days of December 31, 2024.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Applicable percentage ownership is based on 3,216,138,890 shares of Tesla’s common stock outstanding at December 31, 2024.

Unless otherwise indicated, all persons named below can be reached at Tesla, Inc., 1 Tesla Road, Austin, Texas 78725.

| | | | | | | Percentage | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Shares | | | | of Shares | | |

Review of Related Person Transactions

In accordance with the charter for the Audit Committee of the Board and our written Policies and Procedures with Respect to Related Person Transactions (“RPT Policy”), our Audit Committee reviews and approves any related person transactions.

For purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation S-K.

Under the RPT Policy, the Audit Committee must review and approve all transactions in which (i) Tesla or one of its subsidiaries is a participant, (ii) the amount involved exceeds $120,000 and (iii) a related person has a direct or indirect material interest, other than transactions available to all Tesla employees generally.

In assessing a related person transaction brought before it for approval the Audit Committee considers, among other factors, whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

The Audit Committee may then approve or disapprove the transaction in its discretion, or may request additional information.

Related person transactions will be disclosed in the applicable SEC filing as required by the rules of the SEC.

Related Person Transactions

Elon Musk is an executive officer, director and/or significant shareholder of SpaceX, X, xAI and TBC.

In March 2025, xAI and X effected a transaction under which xAI and X became wholly-owned subsidiaries of a new parent company named X.AI Holdings Corp.

SpaceX is party to certain commercial, licensing and support agreements with Tesla.

Under these agreements, SpaceX incurred expenses of approximately $2.4 million in 2024 and approximately $0.1 million through February 2025.

Since April 2016, SpaceX has invoiced Tesla for our use of an aircraft owned and operated by SpaceX at rates determined by Tesla and SpaceX, subject to rules of the Federal Aviation Administration governing such arrangements.

Tesla incurred expenses of approximately $0.8 million in 2024 and approximately $0.04 million through February 2025.

X is party to certain commercial, consulting and support agreements with Tesla.

Under these agreements, Tesla incurred expenses of approximately $0.1 million in 2024.

As part of a multi-platform advertising campaign, Tesla also directly or indirectly purchased advertising on X, which totaled approximately $0.4 million in 2024 and approximately $0.01 million through February 2025.

xAI is party to certain commercial (including those for the purchase of Megapacks), consulting and support agreements with Tesla.

Under these agreements, xAI incurred expenses of approximately $198.3 million in 2024 and approximately $36.9 million through February 2025.

Approximately $191.0 million during 2024 and $36.8 million through February 2025 was incurred by xAI for its purchase of our Megapack products.

TBC is party to commercial agreements with Tesla.

Under these agreements, Tesla incurred expenses of approximately $3.6 million in 2024 and approximately $0.8 million through February 2025.

We are party to a service agreement with a security company, owned by Elon Musk and organized to provide security services concerning him, including in connection with his duties to and work for Tesla.

Tesla incurred expenses of approximately $2.8 million for such security services in 2024 and approximately $0.5 million through February 2025, representing a portion of the total cost of security services concerning Elon Musk.

JB Straubel is the Chief Executive Officer of Redwood.

Tesla is party to an agreement with Redwood to supply certain scrap materials.

Under this agreement, Redwood incurred expenses of approximately $30.3 million in 2024 and approximately $0.6 million through February 2025.

Kimbal Musk is the Chief Executive Officer of Nova Sky Stories.

In 2024, we entered into a commercial agreement with Nova Sky Stories in relation to the production of an aerial show.

Under this agreement, Tesla incurred expenses of approximately $0.3 million in 2024.

_Other Transactions_

Tesla periodically does business with certain entities its directors are affiliated with.

Such transactions are done on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances.

In the ordinary course of business, we enter into offer letters with our executive officers.

We have also entered into indemnification agreements with each of our directors and officers.

The indemnification agreements and our certificate of formation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by applicable law.

In relation to our CEO’s exercise of stock options and sale of common stock from the 2012 CEO Performance Award, Tesla withheld the appropriate amount of taxes.

However, given the significant amounts involved, our CEO entered into an indemnification agreement with us in November 2021 to indemnify the Company for additional taxes owed, if any.

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.

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, 2023 and 2024.

The dollar amounts in the table and accompanying footnotes are in thousands.

| | | 2023 | | | | 2024 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Audit Fees (1) | | $ | 17,365 | | | $ | 15,634 | |

| Audit-Related Fees(2) | | | 42 | | | | 54 | |

| Tax Fees (3) | | | 2,579 | | | | 2,154 | |

| All Other Fees (4) | | | 269 | | | | 81 | |

| | | | | | | | | |

| Total | | $ | 20,255 | | | $ | 17,923 | |

| | (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. |

| --- | --- | --- |

| | (2) | Audit-Related Fees in 2023 and 2024 consisted of fees for professional services for certain agreed upon procedures in conjunction with certain financing transactions and other attestation services. |

| --- | --- | --- |

| | (3) | Tax Fees in 2023 and 2024 consisted of fees related to consultation, tax planning and compliance services. |

| --- | --- | --- |

| | (4) | Other Fees in 2023 and 2024 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. |

| --- | --- | --- |

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.

All PricewaterhouseCoopers LLP services and fees in fiscal 2023 and 2024 were pre-approved by the Audit Committee.

PART IV

| | 1. | Financial statements (see _Index to Consolidated Financial Statements_ in Part II, Item 8 of the Original Form 10-K) |

| --- | --- | --- |

| | 2. | All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes |

| --- | --- | --- |

| | 3. | The exhibits listed in the following _Index to Exhibits_ are filed or incorporated by reference as part of this report |

| --- | --- | --- |

INDEX TO EXHIBITS

| Exhibit Number | | | | Incorporated by Reference | | | | | | | | Filed Herewith |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [Certificate of Formation of the Registrant](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [3.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [July 24, 2024](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | |

| | | | | | | | | | | | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | [Bylaws of the Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | [3.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | [July 24, 2024](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm) | | |

| | | | | | | | | | | | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | [Specimen common stock certificate of the Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | [January 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm) | | |

| | | | | | | | | | | | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | [Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | [S-1](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | [333-164593](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | [4.2](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | [January 29, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm) | | |

| | | | | | | | | | | | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | [Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | [S-1/A](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | [333-164593](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | [4.2A](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | [May 27, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm) | | |

| | | | | | | | | | | | | |

| [4.4](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | [Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | [S-1/A](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | [333-164593](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | [4.2B](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | [May 27, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm) | | |

| | | | | | | | | | | | | |

| [4.5](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | [S-1/A](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | [333-164593](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | [4.2C](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | [June 15, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm) | | |

| | | | | | | | | | | | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | [November 4, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm) | | |

| Exhibit Number | | | | Incorporated by Reference | | | | | | | | Filed Herewith |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | | |

| [4.7](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | [S-1/A](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | [333-174466](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | [4.2E](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | [June 2, 2011](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm) | | |

| | | | | | | | | | | | | |

| [4.8](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | [June 1, 2011](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm) | | |

| | | | | | | | | | | | | |

| [4.9](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | [Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | [May 20, 2013](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm) | | |

| | | | | | | | | | | | | |

| [4.10](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | [4.2](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | [May 20, 2013](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm) | | |

| | | | | | | | | | | | | |

| [4.11](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | [August 19, 2015](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm) | | |

| | | | | | | | | | | | | |

| [4.12](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | [Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | [May 24, 2016](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm) | | |

| | | | | | | | | | | | | |

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended December 31, 2021

OR

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from to

Commission File Number: 001-34756

Tesla, Inc.

(Exact name of registrant as specified in its charter)

| Delaware | | 91-2197729 |

| --- | --- | --- |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

| | | |

| 1 Tesla Road Austin, Texas | | 78725 |

| (Address of principal executive offices) | | (Zip Code) |

(512) 516-8177

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |

| --- | --- | --- |

| Common stock | TSLA | The Nasdaq Global Select Market |

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: