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

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

Equity Compensation Plan Information

The following table summarizes the number of securities underlying outstanding options, stock awards, warrants and rights granted to employees and directors, as well as the number of securities remaining available for future issuance, under Tesla’s equity compensation awards as of December 31, 2025.

						(c)
						Number of securities
	(a)					remaining available for
	Number of securities			(b)		future issuance under
	to be issued upon			Weighted-average		equity compensation
	exercise of outstanding			exercise price of		plans (excluding
	options, warrants and			outstanding options,		securities reflected in
	rights			warrants and rights		column (a))
Plan category	(#)(1)			($)(2)		(#)
Equity compensation plans approved by security holders		361,118,046			47.58		158,290,410	(3)
Equity compensation plans not approved by security holders		150	(4)		—		—
Total		361,118,196			47.58		158,290,410

	(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. 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).

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

	(3)	Consists of 64,682,073 shares remaining available for issuance under the Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan, and 93,608,337 shares remaining available for issuance under the Tesla, Inc. 2019 Employee Stock Purchase Plan.

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

Ownership of Securities

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

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

	·	each of our non-employee directors;

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

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

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or exercisable within 60 days of December 31, 2025. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Applicable percentage ownership is based on 3,752,191,774 shares of Tesla’s common stock outstanding at December 31, 2025.

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

			Percentage
	Shares		of Shares
	Beneficially		Beneficially
Beneficial Owner Name	Owned		Owned (1)
5% Shareholders
Elon Musk(2)		717,112,739		20.3	%
The Vanguard Group(3)		229,805,491		6.1	%
BlackRock, Inc.(4)		188,797,465		5.0	%
Named Executive Officers & Directors
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		*
Joe Gebbia(8)		4,111		*
Jack Hartung		-		*
James Murdoch(9)		794,306		*
Kimbal Musk(10)		1,376,373		*
JB Straubel		-		*
Kathleen Wilson-Thompson(11)		126,348		*
All current executive officers and directors as a group (11 persons)(12)		723,924,243		20.5	%

*             Represents beneficial ownership of less than 1%.

(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.

(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.

	(4)	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.

	(5)	Includes (i) 111,000 shares held by grantor retained annuity trusts, (ii) 1,188,989 shares issuable upon exercise of options exercisable within 60 days after December 31, 2025 and (iii) 76 employee stock purchase plan shares acquired within 60 days after December 31, 2025.

	(6)	Includes (i) 47,600 shares held by Magical Blake Global Limited and (ii) 2,159,163 shares issuable upon exercise of options exercisable within 60 days after December 31, 2025.

	(7)	Includes 49,387 shares issuable upon exercise of options exercisable within 60 days after December 31, 2025.

	(8)	Held by The Sycamore Trust.

	(9)	Includes (i) 637,031 shares held by JRM Revocable Trust and (ii) 157,275 shares held by the Seven Hills Trust.

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

	(11)	Includes 120,948 shares issuable upon exercise of options exercisable within 60 days after December 31, 2025.

	(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.

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