Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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
	Beneficially		Beneficially
Beneficial Owner Name	Owned		Owned
5% Shareholders
Elon Musk(1)		714,754,706		20.3	%
The Vanguard Group(2)		229,805,491		7.1	%
Blackrock, Inc.(3)		188,797,465		5.9	%
Named Executive Officers & Directors
Elon Musk(1)		714,754,706		20.3	%
Vaibhav Taneja(4)		1,110,701		*
Tom Zhu(5)		2,156,889		*
Andrew Baglino(6)		31,230		*
Robyn Denholm(7)		1,105,220		*
Ira Ehrenpreis(8)		1,681,005		*
Joe Gebbia		111		*
James Murdoch(9)		1,427,295		*
Kimbal Musk(10)		1,864,970		*
JB Straubel		0		*
Kathleen Wilson-Thompson(11)		571,255		*
All current executive officers and directors as a group (10 persons)(12)		724,672,152		20.5	%

*            Represents beneficial ownership of less than 1%.

	(1)	Includes (i) 410,794,076 shares held of record by the Elon Musk Revocable Trust dated July 22, 2003 and (ii) 303,960,630 shares issuable to Mr. Musk upon exercise of options exercisable within 60 days after December 31, 2024. Includes 235,998,721 shares pledged as collateral to secure certain personal indebtedness.

	(2)	Includes shares beneficially owned by The Vanguard Group, of which The Vanguard Group has shared voting power over 3,719,744 shares, sole dispositive power over 217,847,966 shares and shared dispositive power over 11,957,525 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information is based solely on Schedule 13G of The Vanguard Group filed on February 13, 2024, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

	(3)	Includes shares beneficially owned by BlackRock, Inc., of which Blackrock, Inc. has sole voting power over 169,527,462 shares and sole dispositive power over 188,797,465 shares. The address for Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001. The foregoing information is based solely on Schedule 13G of Blackrock, Inc. filed on January 29, 2024, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

	(4)	Includes (i) 86,000 shares held by a grantor retained annuity trust, (ii) 1,001,617 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024 and (iii) 119 employee stock purchase plan shares acquired within 60 days after December 31, 2024.

	(5)	Includes 2,089,398 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.

	(6)	Mr. Baglino departed Tesla in April 2024. This beneficial ownership information is partially based on his most recent Form 4, which was filed on April 3, 2024.

	(7)	Includes 1,020,220 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.

	(8)	Includes 1,110,000 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.

	(9)	Includes (i) 250,020 shares held by JRM Revocable Trust, (ii) 157,275 shares held by the Seven Hills Trust and (ii) 1,020,000 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.

	(10)	Includes 326,750 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024. Includes 1,538,220 shares pledged as collateral to secure certain personal indebtedness.

	(11)	Includes 565,855 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.

	(12)	Includes 311,094,470 shares issuable upon exercise of options held by our current executive officers and directors within 60 days after December 31, 2024 and 119 employee stock purchase plan shares acquired within 60 days after December 31, 2024.

Previous: Item 11. EXECUTIVE COMPENSATION · Next: Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE