Tesla (TSLA) 10-K/A risk factor changes: FY2025 vs FY2024

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $550.17] [added: $892.93] billion (based on the closing price for shares of the registrant’s Common Stock as reported by the Nasdaq Global Select Market on June [removed: 28, 2024).][added: 30, 2025).]

As of January [removed: 22, 2025,] [added: 23, 2026,] there were [removed: 3,216,517,037] [added: 3,752,431,984] shares of the registrant’s Common Stock outstanding.

On January [removed: 30, 2025,] [added: 29, 2026,] Tesla, Inc. (“Tesla,” the “Company,” “we,” “us,” or “our”) filed our [removed: Annual] [added: [Annual] Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/1318605/000162828026003952/tsla-20251231.htm)] (the “Original Form 10-K”).

The Board of Directors has not yet established the date of the [removed: 2025] [added: 2026] annual meeting of shareholders.

Consequently, we currently expect that our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders will be filed later than the 120th day after the end of the last fiscal year.

This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K [removed: and] [added: and, except as otherwise noted,] does not otherwise reflect any events occurring after the filing of the Original Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [Item 12.](#a_005) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a_005) | | [removed: [22](#a_005)] [added: [26](#a_005)] |

| [Item 13.](#a_006) | | [Certain Relationships and Related Transactions and Director Independence](#a_006) | | [removed: [24](#a_006)] [added: [28](#a_006)] |

| [Item 14.](#a_007) | | [Principal Accountant Fees and Services](#a_007) | | [removed: [25](#a_007)] [added: [29](#a_007)] |

| [PART IV.](#a_008) | | | | [removed: [27](#a_008)] [added: [31](#a_008)] |

| [Item 15.](#a_009) | | [Exhibits and Financial Statement Schedules](#a_009) | | [removed: [27](#a_009)] [added: [31](#a_009)] |

| [Signatures](#a_010) | | | | [removed: [42](#a_010)] [added: [37](#a_010)] |

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, [removed: 2025] [added: 2026,] are set forth below.

| Elon Musk | | | [removed: 53] [added: 54] | | | | | | | | | | | | | Expires in 2026 |

| Robyn Denholm | | | [removed: 61] [added: 62] | | | X | | X | | X | | X | | X | | Expires in 2026 |

| Ira Ehrenpreis | | | [removed: 56] [added: 57] | | | | | | | X | | X | | | | Expires in [removed: 2025] [added: 2028] |

| Joe Gebbia | | | [removed: 43] [added: 44] | | | | | X | | | | | | | | Expires in [removed: 2025] [added: 2028] |

| James Murdoch | | | [removed: 52] [added: 53] | | | | | X | | | | X | | X | | Expires in 2027 |

| Kimbal Musk | | | [removed: 52] [added: 53] | | | | | | | | | | | | | Expires in 2027 |

| JB Straubel | | | [removed: 49] [added: 50] | | | | | | | | | | | | | Expires in 2026 |

| Kathleen Wilson-Thompson | | | [removed: 67] [added: 68] | | | | | | | X | | X | | X | | Expires in [removed: 2025] [added: 2028] |

Mr. Musk has also served as Chief Executive Officer, Chief [removed: Technology] [added: Technical] Officer and Chairman of Space Exploration Technologies Corporation, a company which develops and launches advanced rockets and spacecraft (“SpaceX”), since May [removed: 2002,] [added: 2002 and] served as Chairman of the Board of SolarCity Corporation, a solar installation company (“SolarCity”), from July 2006 until its acquisition by us in November [removed: 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.][added: 2016.]

[removed: 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 [removed: Corporation,] [added: Corp.,] a company focused on developing brain-machine [removed: interfaces.][added: interfaces, where he serves as the Chief Executive Officer.]

Mr. Musk’s leadership and unique vision [added: to build the world’s next generation of sustainable and accessible innovation] has played a key role in our mission to [removed: accelerate the world’s transition to sustainable energy.][added: build a world of amazing abundance.]

In January 2021, Ms. Denholm joined Blackbird [removed: Ventures,] [added: Ventures (“Blackbird”),] 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 [removed: the Board] [added: Blackbird’s board] of [removed: Directors.][added: directors.]

Ms. Denholm actively champions the Australian technology sector and was the Inaugural Chair of the Technology Council of Australia, and [removed: currently serves as] a [removed: Board Director.][added: board member until February 2026.]

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

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

Mr. Ehrenpreis’ [removed: long] tenure on [removed: Tesla’s] [added: the] Board also provides the Company with stability and experience as it navigates through different challenges.

[removed: Tesla’s] [added: The] Board benefits from his extensive knowledge of international markets and strategies and experience with the adoption of new technologies.

Mr. [added: Kimbal] Musk is co-founder and Executive Chairman of The Kitchen Restaurant Group, a growing family of businesses with the goal of providing all Americans with access to real food that was founded in 2004.

[removed: In 2010,] [added: From 2010 to 2025,] Mr. [added: Kimbal] Musk [removed: became] [added: was] the Executive Director of Big Green (formerly The Kitchen Community), a non-profit organization that creates learning gardens in schools across the United States.

Mr. [added: Kimbal] Musk also co-founded Square Roots, an urban farming company growing fresh, local greens in climate-controlled, [removed: AI equipped] [added: AI-equipped] shipping containers, in 2016, and serves as its Chairman.

In 2022, Mr. [added: Kimbal] Musk founded Nova Sky Stories, with a mission to empower producers and artists to bring art to the skies with drone light shows, and serves as its Chief Executive Officer.

Previously, Mr. [added: Kimbal] Musk was a co-founder of Zip2 Corporation, a provider of Internet enterprise software and services, which was acquired by Compaq in March 1999.

In 2006, Mr. [added: Kimbal] Musk became CEO of OneRiot, a [removed: realtime] [added: real-time] search engine that was acquired by Walmart in 2011.

In addition, Mr. [added: Kimbal] Musk has served on the boards of SpaceX and Chipotle Mexican Grill, Inc. Mr. [added: Kimbal] Musk holds a B.

Mr. [added: Kimbal] Musk has extensive senior leadership business experience in the technology, retail and consumer markets, and a robust understanding of mission-driven ventures.

Mr. [added: Kimbal] Musk also provides valuable expertise based on his experience on the [removed: Tesla] Board and is able to apply his unique understanding of the business to the strategy and execution of the Company.

On October 16, 2018, the U.S. District Court for the Southern District of New York entered a final judgment approving the terms of a settlement filed with the court on September 29, 2018, in connection with the actions taken by the SEC relating to Elon Musk’s August 7, 2018 Twitter [added: (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 [added: amendment] was subsequently approved by [removed: the Court.][added: such court.]

Mr. Musk did not admit [added: to] or deny any of the SEC’s allegations, and there is no restriction [removed: on] [added: to] Mr. Musk’s ability to serve as an officer or director on the Board.

The Audit Committee, which has been established in accordance with Section 3(a)(58) of the Exchange Act, currently consists of Robyn Denholm, Joe [removed: Gebbia] [added: Gebbia, Jack Hartung] and James Murdoch, each of whom is “independent” as such term is defined for audit committee members by the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).

The names of Tesla’s executive officers, their ages, their positions with Tesla and other biographical information as of April 30, [removed: 2025,] [added: 2026,] are set forth below.

| Elon Musk | | [removed: 53] [added: 54] | | Technoking of Tesla and Chief Executive Officer |

| Vaibhav Taneja | | [removed: 47] [added: 48] | | Chief Financial Officer |

| Xiaotong (Tom) Zhu | | [removed: 45] [added: 46] | | Senior Vice President, APAC [added: and Global Vehicle Manufacturing] |

Mr. Taneja holds a [removed: Bachelors] [added: Bachelor’s] 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, [removed: APAC,] [added: APAC and Global Vehicle Manufacturing] since [removed: January] [added: June] 2025.

Under Section 16 of the Exchange Act, Tesla’s directors, executive officers and any persons holding more than 10% of [removed: the] Tesla’s common stock are required to report initial ownership of [removed: the] Tesla common stock and any subsequent changes in ownership to the SEC.

Based solely upon a review of forms filed with the SEC and the written representations of such persons for their [removed: 2024] [added: 2025] fiscal year transactions, Tesla is aware of no late Section 16(a) filings.

| Jack Hartung | | | 68 | | | | | X | | | | | | | | Expires in 2027 |

He has served as Chief Technology Officer and on the Board of X Corp., a social media company (“X”), since October 2022, and has served as the Chief Executive Officer and on the Board of X.AI Corp., an artificial intelligence company (“xAI”), since March 2023, in each case through the March 2025 merger of X and xAI.

Following the March 2025 merger of X and xAI, he served as the President, Treasurer and Chief Executive Officer and on the board of directors of X.AI Holdings Corp. (“xAI Holdings”), which later became a subsidiary of SpaceX in February 2026.

She also sits on the board of three Australian-founded private technology companies.

In 2025, Ms. Denholm chaired the Australian government’s Strategic Examination of Research and Development, which published the Ambitious Australia report in 2026.

In 2025, Mr. Gebbia was appointed the Chief Design Officer of the National Design Studio.

_Jack Hartung_ has been a member of the Board since June 2025.

Mr. Hartung most recently served as a senior advisor at Chipotle Mexican Grill, Inc. (“Chipotle”) until his retirement in March 2026, and was the President and Chief Strategy Officer of Chipotle from October 2024 to May 2025.

Mr. Hartung joined Chipotle in 2002 and held various roles, including Chief Financial and Administrative Officer, where he was responsible for all finance and accounting functions as well as supply chain, strategy, and safety and asset protection.

Prior to Chipotle, he spent 18 years at McDonald’s Corp., where he held a variety of management positions, most recently as Vice President and Chief Financial Officer of its Partner Brands Group.

Mr. Hartung has served on the boards of directors of The Honest Company, since May 2022, and Portillo’s Inc. since January 2025.

He has also served on the Board of ZocDoc, Inc. since January 2022.

Mr. Hartung has a Bachelor of Science degree in Accounting and Economics and an MBA from Illinois State University and is a Certified Public Accountant and Certified Management Accountant (both not currently practicing).

Mr. Hartung brings a proven track record of executive leadership, with experience overseeing financial and reporting functions at multiple public companies.

Mr. Hartung also provides valuable experience in the areas of business transformation and customer engagement.

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).

The claims in this case all concern Mr. Musk’s then-pending potential purchase of Twitter, Inc. The partial judgment remains subject to appeal and various post-trial proceedings, including post-judgment motions for judgment as a matter of law and for a new trial, which are scheduled to be filed on May 1, 2026.

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

Ms. Wilson-Thompson previously served on the board of directors of Ashland Global Holdings Inc. from 2017-2020.

_The following discussion and analysis of compensation arrangements of our named executive officers for [removed: 2024] [added: 2025] should be read together with the compensation tables and related disclosures set forth below.

The following discussion and analysis relates to the compensation arrangements for [removed: 2024] [added: 2025] of (i) our principal executive officer, (ii) our principal financial [removed: officer,] [added: officer and] (iii) the most highly compensated person, other than our principal executive officer and principal financial officer, who was serving as [added: an] executive officer at the end of our fiscal year ended December 31, [removed: 2024 and (iv) our former Senior Vice President, Powertrain and Energy Engineering, who served in such capacity during part of 2024] [added: 2025] (our “named executive officers”).

We had no other executive officers serving at the end of our fiscal year ended December 31, [removed: 2024.][added: 2025.]

Our named executive officers for fiscal year [removed: 2024] [added: 2025] were:

| Tom Zhu | | Senior Vice President, APAC [added: and Global Vehicle Manufacturing] |

_Overview and Fiscal Year [removed: 2024] [added: 2025] Company Highlights_

In [removed: 2024,] [added: 2025,] 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 [removed: 2024;] [added: 2025;] |

| | · | [removed: 31.4] [added: 46.7] gigawatt hours of energy storage, representing an increase of [removed: 113.3%,] [added: 48.7%,] compared to the prior [removed: year, and the completion of construction of Megafactory Shanghai;] [added: year;] and |

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 [added: a number of factors, including] individual roles and [removed: contributions] [added: contributions, the need to incentivize future performance] and the retentive impact of currently outstanding equity awards.

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 [removed: are] [added: have been] made to executive officers [added: (other than our Chief Executive Officer)] 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.

Likewise, our outside director compensation program has [added: historically] 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 forego all cash retainer payments in [removed: 2024.][added: 2025.]

We evaluate our compensation philosophy and programs regularly and evolve them as circumstances merit with oversight by the Compensation [removed: Committee,] [added: Committee (and, as appropriate, a special committee of the Board of Directors),] particularly with respect to executive and director compensation.

In [removed: 2024,] [added: 2025,] Compensia, Inc., a national consulting firm (“Compensia”) was retained as a compensation consultant to advise the [removed: Compensation] [added: Special] Committee with respect to [removed: Tesla’s executive compensation program.][added: the performance-based restricted stock award granted to Elon Musk in September 2025 (the “2025 CEO Performance Award”).]

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 [removed: is] [added: has been] recommended by the [removed: Compensation] [added: Special] Committee to, and ultimately approved by, the Board).

In addition, the Board has established a management committee under the Tesla, Inc. [added: Amended and Restated] 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.

At our [removed: 2024] [added: 2025] annual meeting, our shareholders [removed: overwhelmingly] approved the compensation of our named executive officers, with approximately [removed: 79%] [added: 70%] of our shareholders present and entitled to vote at the meeting voting in favor of our compensation policies for our named executive officers.

Our Corporate Governance Guidelines also [removed: sets] [added: set] forth a compensation recovery (“clawback”) policy with respect to our executive officers.

Moreover, the terms of the performance-based stock option award granted to Elon Musk in January 2018 (the “2018 CEO Performance [added: Award”), the grant of restricted stock to Mr. Musk in August 2025 (“2025 CEO Interim] Award”) [added: 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 “_Compensation Discussion and Analysis—Chief Executive Officer [removed: Compensation—2018 CEO Performance Award_”] [added: Compensation”_] under this Item 11 below.

The following table sets forth information regarding the annualized base salary rates at the end of [removed: 2024] [added: 2025] for our named executive officers:

| | | Ending Fiscal [removed: 2024] [added: Year 2025] | | |

| Tom Zhu | | | [removed: 350,000] [added: 15,000] | | [added: | | 4,548,562 | | | | — | | | | — | |]

| | (1) | Reflects an annualized rate assuming 52 weeks each comprised of five work days. [removed: Mr. Taneja’s base salary was adjusted in October 2024.] |

| [removed: |] (2) | 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. |

The equity awards we have historically granted and currently grant are options to purchase shares of our common [added: stock, restricted] stock and restricted stock unit awards that are settled in shares of our common stock upon vesting.

Accordingly, since 2020, equity awards granted to our named executive officers [added: (other than our Chief Executive Officer)] have primarily been in the form of stock options: Mr. Zhu, our Senior Vice President, [removed: APAC,] [added: APAC and Global Vehicle Manufacturing,] received 100% of his equity award as stock options upon his promotion to such role in 2023, and Mr. Taneja, our Chief Financial Officer, received approximately 80% of his equity award as stock options in [removed: 2024, following the 2024 review of our compensation programs discussed in _“Compensation Philosophy_” above and in consideration of his promotion in August 2023 to the role of Chief Financial Officer.][added: 2024.]

During [removed: 2024,] [added: 2025,] there were no stock options granted to any named executive officer 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.

We did not provide any non-equity incentive plan compensation to any of our named executive officers in [removed: 2024,] [added: 2025,] and we do not currently have or have planned any specific arrangements with our named executive officers providing for non-equity incentive plan compensation.

| | · | [removed: short-and] [added: short- and] long-term disability insurance; |

Historically, in developing compensation recommendations for our Chief Executive Officer, the Compensation Committee [removed: has] [added: 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 [added: 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”) [removed: was focused on this latter objective, as it solely rewards] [added: incentivized] future [removed: performance.][added: performance when granted.]

[removed: _Historical Equity] [added: _Equity] Compensation_

The 2018 CEO Performance Award [removed: was comprised of 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,] [added: is] 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 [removed: grant, at an exercise price of $23.34 per share (as adjusted for the 2020 Stock Split and 2022 Stock Split).][added: 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) [removed: any one of] the [removed: following eight operational milestones focused on revenue or eight] [added: achievement of specified] operational milestones [removed: focused on] [added: relating to] profitability, [removed: was met:][added: were met.]

          [removed: “Adjusted EBITDA” means (i)] [added: | | (3) | 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 [removed: shareholders] [added: stockholders] before [removed: (ii)] interest expense, [removed: (iii) (benefit)] provision [added: (benefit)] for income taxes, [removed: (iv) depreciation and amortization,] [added: depreciation, amortization] and [removed: (v)] [added: impairment,] stock-based [removed: compensation,] [added: compensation and digital assets gains and losses] as [removed: each such item is] reported in [removed: Tesla’s] [added: our] financial statements on Forms 10-Q [removed: or] [added: and] 10-K [added: (or other Exchange Act filings)] filed with the SEC for the [removed: previous] four consecutive fiscal [removed: quarters.][added: quarters that immediately precede such determination date. |]

Consequently, all 12 of the 12 tranches under the 2018 CEO Performance Award, corresponding to options to purchase an aggregate 303,960,630 shares of Tesla’s common stock, have vested and become exercisable, subject to Mr. Musk’s payment of the exercise price of $23.34 per [removed: share and the minimum five-year holding period generally applicable to any shares he acquires upon exercise.][added: share.]

For purposes of the table in “_Summary Compensation Table_” under this Item 11 below, we are required to report pursuant to applicable SEC rules any [removed: stock option] [added: 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 [added: Standards] Board Accounting Standards Codification Topic 718, “_Compensation–Stock Compensation_” (“ASC Topic 718”).

In addition, we are required to report in [removed: “_2024] [added: “_2025] Option Exercises and Stock Vested_” under this Item 11 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 [added: or restricted stock] unit award, based on the market price of the award at the time of vesting.

| | · | Completed the refresh of our vehicle lineup with the launch of the new Model Y; |

| | · | Further continuing our transition from a hardware-centric business to a physical AI company, including through advancements in FSD (Supervised), the launch of our Robotaxi service, and fine-tuning our production-primed Optimus bot design while expanding our AI training infrastructure. |

Our mission is building a world of amazing abundance.

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 “_Compensation Discussion and Analysis—Chief Executive Officer Compensation_” under this Item 11 below.

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.

| Tom Zhu | | | 364,338 | |

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 “_Compensation Discussion and Analysis—Chief Executive Officer Compensation—Equity Compensation_” under this Item 11 below.

In addition, the Special Committee is responsible for evaluating and recommending to the Board the methods for incentivizing and retaining our Chief Executive Officer.

No named executive officer has a severance or change in control arrangement with Tesla, other than certain terminations of employment and change of control arrangements 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—Potential Payments Upon Termination or Change in Control_,” “_Executive Compensation—Compensation Discussion and Analysis—Chief Executive Officer Compensation—Equity Compensation—2025 CEO Performance Award_” and “_Executive Compensation—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—Compensation Discussion and Analysis—Chief Executive Officer Compensation—Historical Equity Awards—2018 CEO Performance Award_,” includes provisions for vesting in connection with certain terminations of employment and change in control.

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—Compensation Discussion and Analysis—Chief Executive Officer Compensation—Equity Compensation—2025 CEO Interim Award_” below.

_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 desires, 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 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 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. Elon 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. Elon 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 423,743,904 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 remains 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.

| Tranche # | | Number of Shares Subject to Tranche | | | | Market Capitalization Milestones (2) | | Operational Milestones | | Achievement Status (3) | | |

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

| 1 | | | 35,311,992 | | | $2.0 trillion | | Achievement of any 1 of the 12 Operational Milestones | | | _\-_ | |

| 2 | | | 35,311,992 | | | $2.5 trillion | | Achievement of any 2 of the 12 Operational Milestones | | | _\-_ | |

| 3 | | | 35,311,992 | | | $3.0 trillion | | Achievement of any 3 of the 12 Operational Milestones | | | _\-_ | |

| 4 | | | 35,311,992 | | | $3.5 trillion | | Achievement of any 4 of the 12 Operational Milestones | | | _\-_ | |

| 5 | | | 35,311,992 | | | $4.0 trillion | | Achievement of any 5 of the 12 Operational Milestones | | | _\-_ | |

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

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

Mr. Baglino departed Tesla in April 2024.

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

| | · | 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. |

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

In 2024, we reviewed our compensation programs with respect to our senior executives to align our compensation programs to their intended purposes, including striving to offer a total level of compensation that reflects individual performance to be competitive within specific roles and geographical markets and to provide appropriate retentive impact in light of currently outstanding equity awards.

Following this review, in October 2024, the Compensation Committee, in consultation with its compensation consultant and our Chief Executive Officer, adjusted base salaries and/or granted equity awards to certain senior executives, which included Mr. Taneja, one of our named executive officers, whose compensation had not been adjusted since he was promoted to the role of Chief Financial Officer in August 2023, as described below.

Additionally, the Company’s Board of Directors has established a Special Committee to consider certain compensation matters involving Mr. Musk.

In connection with the 2024 review of our compensation programs discussed in “_Compensation Philosophy_” above, the Compensation Committee increased Mr. Taneja’s base salary to reflect his promotion in August 2023 to the role of Chief Financial Officer.

Mr. Zhu’s base salary decreased in 2024 as compared to 2023 due to certain geographic considerations that arose in 2023 when he was on assignment from Gigafactory Shanghai.

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

| Andrew Baglino | | | — | (3) |

| | (3) | Mr. Baglino departed Tesla in April 2024. His annualized base salary rate at his time of departure was $300,000. |

The Compensation Committee granted an equity award to Mr. Taneja in October 2024, following the 2024 review of our compensation programs discussed in “_Compensation Philosophy_” above and considering his promotion in August 2023 to the role of Chief Financial Officer.

Approximately 80% of Mr. Taneja’s equity award was granted as stock options and 20% of the award was granted as restricted stock units.

See “_Grants of Plan-Based Awards in 2024_” and “_Executive Compensation— Outstanding Equity Awards at 2024 Fiscal Year-End_” under this Item 11 below for a description of the equity awards granted to Mr. Taneja.

The Compensation Committee did not grant any equity awards in 2024 to our other named executive officers, including our Chief Executive Officer.

No named executive officer has a severance or change in control arrangement with Tesla.

Early in 2017, with the 2012 CEO Performance Award heading to substantial completion after having helped Tesla grow its market capitalization to over $55 billion in just over five years, the independent members of the Board began preliminary discussions regarding how to continue to incentivize Mr. Musk to lead Tesla through the next phase of its development.

In January 2018, following more than six months of careful analysis and development led by the Compensation Committee, with participation by every independent Board member, the help of Compensia and engagement with and feedback from our largest institutional shareholders, the Board granted the 2018 CEO Performance Award to Mr. Musk.

Such grant was subject to approval by a majority of the total votes of Tesla common stock not owned by Mr. Musk or Kimbal Musk cast at a meeting of the shareholders to approve the 2018 CEO Performance Award.

On March 21, 2018, such approval was obtained, with approximately 73% of the votes cast by such disinterested shares voting in favor of the 2018 CEO Performance Award.

| Total Revenue* | | | Adjusted EBITDA | |

| (in billions) | | | (in billions) | |

| $20.0 | | | $1.5 | |

| $35.0 | | | $3.0 | |

| $55.0 | | | $4.5 | |

| $75.0 | | | $6.0 | |

| $100.0 | | | $8.0 | |

| $125.0 | | | $10.0 | |

| $150.0 | | | $12.0 | |

| $175.0 | | | $14.0 | |

*            “Revenue” means total revenues as reported in Tesla’s financial statements on Forms 10-Q or 10-K filed with the SEC for the previous four consecutive fiscal quarters.

Any single operational milestone could only satisfy the vesting requirement of one tranche, together with the corresponding market capitalization milestone.

Subject to any applicable clawback provisions, policies or other forfeiture terms, once a milestone was achieved, it was forever deemed achieved for purposes of determining the vesting of a tranche.

Meeting more than 12 of the 16 operational milestones does not result in any additional vesting or other compensation to Mr. Musk under the 2018 CEO Performance Award.

Except in a change in control situation, measurement of the market capitalization milestones was based on both (i) a six calendar month trailing average of Tesla’s stock price as well as (ii) a 30 calendar day trailing average of Tesla’s stock price, in each case based on trading days only.

Upon the consummation of certain acquisitions or split-up, spin-off or divestiture transactions, each then-unachieved market capitalization milestone and/or operational milestone would have been adjusted to offset the impact of such transactions to the extent they had been considered material to the achievement of those milestones.

In establishing the Revenue and Adjusted EBITDA milestones, the Board carefully considered a variety of factors, including Tesla’s growth trajectory and internal growth plans and the historical performance of other high-growth and high-multiples companies in the technology space that have invested in new businesses and tangible assets.

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, [removed: 2024.][added: 2025.]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 363,183,229] [added: 150] | [added: (4)] | | | [removed: 40.41] [added: —] | | | | [removed: 208,528,520] [added: —] | [removed: (3)] |

| | (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. [added: Does not include shares of restricted stock that have been issued under the 2025 CEO Performance Award and the 2025 CEO Interim Award (which was forfeited in its entirety in April 2026).] |

| | (3) | Consists of [removed: 112,985,272] [added: 64,682,073] shares remaining available for issuance under the Tesla, Inc. [added: Amended and Restated] 2019 Equity Incentive Plan, and [removed: 95,543,248] [added: 93,608,337] shares remaining available for issuance under the Tesla, Inc. 2019 Employee Stock Purchase Plan. |

| | (4) | Consists of outstanding [removed: 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. |

The following table sets forth certain information regarding the beneficial ownership of Tesla’s common stock, as of December 31, [removed: 2024,] [added: 2025,] for the following:

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, [removed: 2024.][added: 2025.]

Applicable percentage ownership is based on [removed: 3,216,138,890] [added: 3,752,191,774] shares of Tesla’s common stock outstanding at December 31, [removed: 2024.][added: 2025.]

| | | | | | | [removed: Percentage] [added: Percentage] | | |

| | | [removed: Shares] [added: Shares] | | | | [removed: of Shares] [added: of Shares] | | |

| | | [removed: Beneficially] [added: Beneficially] | | | | [removed: Beneficially] [added: Beneficially] | | |

| [removed: Beneficial] [added: Beneficial] Owner [removed: Name] [added: Name] | | [removed: Owned] [added: Owned] | | | | [removed: Owned] [added: Owned (1)] | | |

| [removed: 5% Shareholders] [added: 5% Shareholders] | | | | | | | | |

| The Vanguard [removed: Group(2)] [added: Group(3)] | | | 229,805,491 | | | | [removed: 7.1] [added: 6.1] | % |

| [removed: Blackrock, Inc.(3)] [added: BlackRock, Inc.(4)] | | | 188,797,465 | | | | [removed: 5.9] [added: 5.0] | % |

| [removed: Named] [added: Named] Executive Officers & [removed: Directors] [added: Directors] | | | | | | | | |

| Joe [removed: Gebbia] [added: Gebbia(8)] | | | [removed: 111] [added: 4,111] | | | | * | |

| JB Straubel | | | [removed: 0] [added: \-] | | | | * | |

| Kathleen Wilson-Thompson(11) | | | [removed: 571,255] [added: 126,348] | | | | * | |

| All current executive officers and directors as a group [removed: (10] [added: (11] persons)(12) | | | [removed: 724,672,152] [added: 723,924,243] | | | | 20.5 | % |

| | [removed: (2)] [added: (4)] | Includes shares beneficially owned by [removed: The Vanguard Group,] [added: BlackRock, Inc.,] of which [removed: The Vanguard Group] [added: BlackRock, Inc.] has [removed: shared voting power over 3,719,744 shares,] sole [removed: dispositive] [added: voting] power over [removed: 217,847,966] [added: 169,527,462] shares and [removed: shared] [added: sole] dispositive power over [removed: 11,957,525] [added: 188,797,465] shares. The address for [removed: The Vanguard Group] [added: BlackRock, Inc.] is [removed: 100 Vanguard Blvd., Malvern, PA 19355.] [added: 50 Hudson Yards, New York, NY 10001.] The foregoing information is based solely on Schedule 13G of [removed: The Vanguard Group] [added: BlackRock, Inc.] filed on [removed: February 13,] [added: 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. |

| | [removed: (4)] [added: (5)] | Includes (i) [removed: 86,000] [added: 111,000] shares held by [removed: a] grantor retained annuity [removed: trust,] [added: trusts,] (ii) [removed: 1,001,617] [added: 1,188,989] shares issuable upon exercise of options exercisable within 60 days after December 31, [removed: 2024] [added: 2025] and (iii) [removed: 119] [added: 76] employee stock purchase plan shares acquired within 60 days after December 31, [removed: 2024.] [added: 2025.] |

| | [removed: (5)] [added: (7)] | Includes [removed: 2,089,398] [added: 49,387] shares issuable upon exercise of options exercisable within 60 days after December 31, [removed: 2024.] [added: 2025.] |

| | [removed: (7)] [added: (11)] | Includes [removed: 1,020,220] [added: 120,948] shares issuable upon exercise of options exercisable within 60 days after December 31, [removed: 2024.] [added: 2025.] |

| | [removed: (8)] [added: (6)] | Includes [removed: 1,110,000] [added: (i) 47,600] shares [added: held by Magical Blake Global Limited and (ii) 2,159,163 shares] issuable upon exercise of options exercisable within 60 days after December 31, [removed: 2024.] [added: 2025.] |

| | (9) | Includes (i) [removed: 250,020] [added: 637,031] shares held by JRM Revocable [removed: Trust,] [added: Trust and] (ii) 157,275 shares held by the Seven Hills [removed: Trust and (ii) 1,020,000 shares issuable upon exercise of options exercisable within 60 days after December 31, 2024.] [added: Trust.] |

| Equity compensation plans approved by security holders | | | 361,118,046 | | | | 47.58 | | | | 158,290,410 | (3) |

| Total | | | 361,118,196 | | | | 47.58 | | | | 158,290,410 | |

| Elon Musk(2) | | | 717,112,739 | | | | 20.3 | % |

| Elon Musk(2) | | | 717,112,739 | | | | 20.3 | % |

| Vaibhav Taneja(5) | | | 1,313,822 | | | | * | |

| Tom Zhu(6) | | | 2,206,763 | | | | * | |

| Robyn Denholm(7) | | | 134,387 | | | | * | |

| Ira Ehrenpreis | | | 855,394 | | | | * | |

| Jack Hartung | | | \- | | | | * | |

| James Murdoch(9) | | | 794,306 | | | | * | |

| Kimbal Musk(10) | | | 1,376,373 | | | | * | |

| (1) | Unless specified in the footnotes below, no adjustments have been made to the shares outstanding for purposes of calculating the beneficial ownership percentages included in this table. |

| --- | --- |

| (2) | Includes (i) 413,152,109 shares held 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, 2025, which are the subject of the Implementation Agreement, pursuant to which such shares, once issued, will be subject to a service-based forfeiture condition in accordance with the terms of the Implementation Agreement, but will otherwise be issued and outstanding and carry voting rights that may be exercised by Mr. Musk. Amounts do not include 96,000,000 shares of restricted common stock issued to Mr. Musk pursuant to the 2025 CEO Interim Award, which were forfeited on April 21, 2026 as a result of a Tornetta Decision Event (as defined in the 2025 CEO Interim Award). Because the shares that Mr. Musk could keep under the 2025 CEO Interim Award and the 2018 CEO Performance Award could not exceed the total number of options underlying the 2018 CEO Performance Award, the calculation herein includes the 2018 CEO Performance Award but excludes the 2025 CEO Interim Award to avoid double counting. Amounts also do not include 423,743,904 shares of restricted stock granted to Mr. Musk pursuant to the 2025 CEO Performance Award, which shares are subject to a voting agreement (the “Voting Agreement”) and over which an irrevocable proxy has been given to Tesla’s secretary to vote the shares proportionately to the votes of other shareholders, including Mr. Musk, in accordance with the terms of the Voting Agreement. As such, Mr. Musk does not have dispositive or voting control over these shares. Corresponding adjustments have been made to the shares outstanding for purposes of calculating the percentage of shares beneficially owned by Mr. Musk. Includes 207,498,721 shares eligible to be pledged as collateral to secure certain personal indebtedness. |

| | (3) | Derived solely from the information contained in a 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. 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. On March 27, 2026, The Vanguard Group filed a Schedule 13G/A with respect to shares held as of March 13, 2026, reporting that, following an internal realignment, The Vanguard Group no longer had, or was deemed to have, beneficial ownership over the Company’s common stock beneficially owned by certain subsidiaries or business divisions of The Vanguard Group. The Vanguard Group also reported that the subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group will report beneficial ownership separately (on a disaggregated basis). For beneficial ownership reporting with respect to dates following March 27, 2026, the Company will report only those entities filing reports under Section 13 in its beneficial ownership tables. |

| | (8) | Held by The Sycamore Trust. |

| | (10) | Includes 1,376,373 shares pledged as collateral to secure certain personal indebtedness. |

| | (12) | Includes 307,479,117 shares issuable upon exercise of options held by our current executive officers and directors within 60 days after December 31, 2025 and 76 employee stock purchase plan shares acquired within 60 days after December 31, 2025. Excludes 96,000,000 shares of restricted common stock issued to Mr. Musk pursuant to the 2025 CEO Interim Award and 423,743,904 shares of restricted stock granted to Mr. Musk pursuant to the 2025 CEO Performance Award. See note (2) above for more information. Corresponding adjustments have been made to the shares outstanding for purposes of calculating the percentage of shares beneficially owned by all current executive officers and directors as a group. |

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

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

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

| 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 | | | | * | |

| James Murdoch(9) | | | 1,427,295 | | | | * | |

| Kimbal Musk(10) | | | 1,864,970 | | | | * | |

| | (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. |

| | (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. |

| | (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. |

| | (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. |

In assessing a related person transaction brought before it for [removed: approval] [added: 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.

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. [added: On February 2, 2026, xAI Holdings was acquired by and became a wholly owned subsidiary of SpaceX pursuant to a merger transaction.]

Under these agreements, [removed: SpaceX] [added: Tesla] incurred expenses of approximately [removed: $2.4] [added: $11.4] million in [removed: 2024] [added: 2025] and [removed: approximately $0.1] [added: $1.5] million through February [removed: 2025.][added: 2026.]

Tesla incurred expenses of approximately [removed: $0.8] [added: $0.4] million in [removed: 2024] [added: 2025] and approximately [removed: $0.04] [added: $0.02] million through February [removed: 2025.][added: 2026.]

[removed: X] [added: xAI] is party to certain commercial, consulting and support agreements with Tesla.

Under these agreements, Tesla incurred expenses of approximately [removed: $0.1] [added: $0.9] million in [removed: 2024.][added: 2025.]

As part of a multi-platform advertising campaign, Tesla [removed: also] directly or indirectly purchased advertising on X, [removed: which totaled approximately $0.4 million in 2024] and [added: incurred expenses of] approximately [removed: $0.01] [added: $3.3] million [removed: through February] [added: in] 2025.

Under these agreements, [removed: xAI] [added: Tesla] incurred expenses of approximately [removed: $198.3] [added: $4.0] million in [removed: 2024] [added: 2025] and [removed: approximately $36.9] [added: $0.2] million through February [removed: 2025.][added: 2026.]

TBC is party to [added: certain] commercial agreements with Tesla.

Under these agreements, Tesla incurred expenses of approximately [removed: $3.6] [added: $3.3] million in [removed: 2024] [added: 2025] and [removed: approximately $0.8] [added: $0.7] million through February [removed: 2025.][added: 2026.]

Tesla incurred expenses of approximately [removed: $2.8] [added: $4.8] million for such security services in [removed: 2024] [added: 2025] and approximately [removed: $0.5] [added: $1.3] million through February [removed: 2025,] [added: 2026,] representing a portion of the total cost of security services concerning Elon Musk.

Tesla periodically does business with certain entities [removed: its] [added: with which our] directors are [removed: affiliated with.][added: affiliated.]

| | · | Ira Ehrenpreis, Joe Gebbia, [added: Jack Hartung,] James Murdoch, Elon Musk, Kimbal Musk and JB Straubel and/or investment funds [added: managed by or otherwise] affiliated with them, have made minority investments in certain companies or investment funds (i) of which other Tesla directors are founders, significant shareholders, directors, officers, [added: managers] or [removed: managers,] [added: affiliates,] and/or (ii) with which Tesla has had certain relationships, such as those set forth in “_Related Person Transactions_” under this Item 13 above. The Board concluded that none of these investments are material so as to impede the exercise of independent judgment by any of Messrs. Ehrenpreis, Gebbia, [added: Hartung,] Murdoch or Straubel. |

As previously disclosed, on January 16, 2026, Tesla entered into an agreement with xAI Holdings to invest approximately $2.00 billion to acquire shares of Series E Preferred Stock of xAI Holdings.

As a result of the SpaceX and xAI Holdings merger, Tesla’s right to acquire shares of Series E Preferred Stock of xAI under the previously disclosed agreement with xAI Holdings was converted into the right to acquire shares of Class A common stock of SpaceX in accordance with the terms of the underlying merger agreement.

Tesla completed its investment of approximately $2.00 billion to acquire shares of Class A common stock of SpaceX on March 12, 2026.

Tesla also recognized revenue of approximately $143.3 million in 2025, primarily for the sale of vehicles at rates generally available to unaffiliated third parties under the same or similar circumstances, and approximately $0.1 million through February 2026.

Tesla also recognized revenue of approximately $430.1 million in 2025 and approximately $78.1 million through February 2026, primarily for the sale of our Megapack products.

In addition, Tesla recognized approximately $0.3 million in 2025 and $0.03 million through February 2026 in Other Income (expense) for consulting and support services provided to xAI.

Redwood is party to commercial agreements with Tesla.

Tesla also recognized approximately $12.9 million in 2025 and approximately $1.1 million through February 2026 as a reduction of cost of revenues for the sale of certain scrap materials to Redwood.

A son-in-law of Jack Hartung has been a non-executive, salaried employee of Tesla since December 2016, and does not share a household with Mr. Hartung.

He is currently a Senior Program Manager at Tesla and earned total compensation for fiscal year 2025, including the value of equity incentives, of approximately $150,000.

This compensation was determined in accordance with Tesla’s compensation practices applicable to employees with similar qualifications and responsibilities and holding similar positions.

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

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

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.

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.

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, [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

| Audit Fees (1) | | $ | [removed: 17,365] [added: 15,634] | | | $ | [removed: 15,634] [added: 16,485] | |

| Audit-Related [removed: Fees(2)] [added: Fees (2)] | | | [removed: 42] [added: 54] | | | | [removed: 54] [added: 79] | |

| Tax Fees (3) | | | [removed: 2,579] [added: 2,154] | | | | [removed: 2,154] [added: 1,401] | |

| All Other Fees (4) | | | [removed: 269] [added: 81] | | | | [removed: 81] [added: 105] | |

| Total | | $ | [removed: 20,255] [added: 17,923] | | | $ | [removed: 17,923] [added: 18,070] | |

| | (2) | Audit-Related Fees in [removed: 2023 and] 2024 [added: and 2025] consisted of fees for professional services for certain agreed upon procedures [removed: in conjunction with certain financing transactions] and other attestation services. |

| | (3) | Tax Fees in [removed: 2023 and] 2024 [added: and 2025] consisted of fees related to consultation, tax planning and compliance services. |

| | (4) | Other Fees in [removed: 2023 and] 2024 [added: 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. |

Under this policy, the Audit Committee must [removed: pre- approve] [added: 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 [removed: 2023 and] [added: years] 2024 [added: and 2025] were pre-approved by the Audit Committee.

| | | 2024 | | | | 2025 | | |

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

| | | | | | | | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm) | | [Certificate of Formation of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm)] [added: 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) | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | [removed: [Bylaws] [added: [Amended and Restated Bylaws] of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | [removed: [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | [removed: [July 24, 2024](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] [added: [May 16, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925050072/tm2515421d1_ex3-1.htm)] | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm)] | | [Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm) | | [May 22, 2013](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm) | | |

| [removed: [4.72](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | [removed: [4.72](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex417.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | [Form of Indemnification Agreement between the Registrant and its directors and [removed: officers.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | [removed: [S-1/A](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | [removed: [333-164593](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | [removed: [June 15, 2010](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex101.htm)] [added: [September 5, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925087862/tm2525337d1_ex10-1.htm)] | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | [Form of Stock Option Agreement under [added: Amended and Restated] 2019 Equity Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | [removed: [S-8](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | [removed: [333-232079](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | [removed: [June 12, 2019](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex43.htm)] [added: [January 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm)] | | |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | [Form of Restricted Stock Unit Award Agreement under [added: Amended and Restated] 2019 Equity Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | [removed: [S-8](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | [removed: [333-232079](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | [removed: [June 12, 2019](https://www.sec.gov/Archives/edgar/data/1318605/000119312519171236/d763161dex44.htm)] [added: [January 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm)] | | |

| [removed: [10.17†](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | [removed: [Supply Agreement] [added: [Implementation Agreement, dated as of April 21, 2026,] between [removed: Panasonic Corporation and] the Registrant [removed: dated October 5, 2011.](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: and Elon Musk](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | [removed: [10.50](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | [removed: [February 27, 2012](https://www.sec.gov/Archives/edgar/data/1318605/000119312512081990/d279413dex1050.htm)] [added: [April 23, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026026673/tsla-2026x03x31xex101.htm)] | | |

| [removed: [10.30†](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm)] [added: [10.18†](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm)] | | [Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc. and the State of Nevada, acting by and through the Nevada Governor’s Office of Economic Development.](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm) | | [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm) | | [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm) | | [August 7, 2015](https://www.sec.gov/Archives/edgar/data/1318605/000156459015006666/tsla-ex101_265.htm) | | |

| [removed: [10.44††](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm)] [added: [10.19††](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm)] | | [Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation).](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm) | | [10-Q](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm) | | [10.2](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm) | | [July 29, 2019](https://www.sec.gov/Archives/edgar/data/1318605/000156459019026445/tsla-ex102_737.htm) | | |

| [removed: [10.45](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm)] | | [Credit Agreement, dated as of January 20, 2023, among Tesla, Inc., the Lenders and Issuing Banks from time to time party thereto, Citibank, N.A., as Administrative Agent and Deutsche Bank Securities, Inc., as Syndication Agent](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | [10.59](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | [January 31, 2023](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex211.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex211.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex231.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex231.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | [Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex311.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | [Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex312.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex312.htm)] | | |

| [removed: [31.3](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [31.3](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] | | [removed: [X](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-3.htm)] [added: [X](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-3.htm)] |

| [removed: [31.4](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [31.4](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [removed: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [—](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] | | [removed: [X](https://www.sec.gov/Archives/edgar/data/1318605/000110465925042659/tm252787d2_ex31-4.htm)] [added: [X](https://www.sec.gov/Archives/edgar/data/1318605/000110465926053166/tm2611837d1_ex31-4.htm)] |

| [removed: [32.1*](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: [32.1*](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | [removed: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: [10-K](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | [removed: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | [January [removed: 30, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex321.htm)] [added: 29, 2026](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex321.htm)] | | |

Pursuant to the requirements of Section 13 or 15(d) [added: of] the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Date: April 30, [removed: 2025] [added: 2026] | /s/ Vaibhav Taneja |

| [4.15](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | [Voting Agreement, dated as of September 3, 2025.](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | [10.3](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | [November 7, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-3.htm) | | |

| [10.8](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | [Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | [November 7, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108507/tm2530590d1_ex10-1.htm) | | |

| [10.16](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | [2025 CEO Interim Restricted Stock Agreement, dated August 3, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | [8-K](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | [001-34756](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | [10.1](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | [August 4, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925073263/tm2522385d1_ex10-1.htm) | | |

| [10.17](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | [Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | [S-8](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | [333-291402](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | [November 10, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000110465925108602/tm2530188d1_ex4-4.htm) | | |

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

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

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

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

| [4.16](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | [Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | [S-3ASR(1)](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | [333-199321](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | [4.1](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | [October 15, 2014](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | |

| [4.17](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | [Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | [4.3](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | [March 9, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | |

| [4.18](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | [Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | [March 9, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | |

| [4.19](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | [Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C4-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | [March 19, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | |

| [4.20](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | [Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | [March 19, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | |

| [4.21](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C9-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [March 26, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | |

| [4.22](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | [Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | [March 26, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | |

| [4.23](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | [Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | [April 2, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | |

| [4.24](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | [Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | [April 9, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | |

| [4.25](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | [Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | [April 9, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | |

| [4.26](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C24-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [April 14, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | |

| [4.27](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | [Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | [April 14, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | |

| [4.28](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | [Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | [4.3](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | [April 21, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | |

| [4.29](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | [Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | [April 21, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | |

| [4.30](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | [Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C32-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | [April 27, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | |

| [4.31](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | [Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | [April 27, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | |

| [4.32](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | [Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | [May 1, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | |

| [4.33](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | [Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | [May 1, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | |

| [4.34](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | [Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | [May 11, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm) | | |

| [4.35](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | [Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | [May 11, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | |

| [4.36](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | [Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | [May 18, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | |

| [4.37](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | [Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | [May 18, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | |

| [4.38](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | [Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | [May 26, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | |

| [4.39](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | [Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | [May 26, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | |

| [4.40](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | [Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | [June 16, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | |

| [4.41](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | [Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | [June 16, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | |

| [4.42](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | [Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | [4.4](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | [June 23, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | |

| [4.43](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | [Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | [June 23, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm) | | |

| [4.44](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | [Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | [June 29, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | |

| [4.45](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | [Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | [June 29, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | |

| [4.46](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | [Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | [July 21, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | |

| [4.47](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | [Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | [July 21, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | |

| [4.48](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | [Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | [July 31, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | |

| [4.49](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | [Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/21-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | [July 31, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | |

| [4.50](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | [One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C81-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | [4.5](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | [August 10, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | |

| [4.51](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | [One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C87-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | [8-K(1)](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | [001-35758](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | [4.6](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | [August 17, 2015](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | |