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

We may experience [added: issues or] delays in [added: developing,] launching and ramping the production of our [removed: products] [added: products, services] and features, or we may be unable to control our manufacturing costs.

We [added: also] have previously experienced and may in the future experience launch and production ramp [removed: delays for new products and features.][added: delays.]

[removed: In addition, we may introduce in the future] [added: We are developing] new [removed: or] [added: technologies and services,] unique manufacturing processes and design features [removed: for] [added: in] our products.

In order to be successful, we will need to [added: further advance our capabilities in AI, and] implement, maintain and ramp efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates we have planned at our manufacturing [removed: facilities in California, Nevada, Texas, China, Germany and any future sites such as Mexico.][added: facilities.]

As the scale [added: and variants] of our [removed: vehicle] production increases, we will also need to accurately forecast, purchase, warehouse and transport components at high volumes to our manufacturing facilities and servicing locations internationally.

We may be unable to meet our projected construction timelines, costs and production ramps at new factories, or we may experience difficulties in generating and maintaining demand for products manufactured [removed: there.][added: there and related services.]

Our ability to increase production of our vehicles [added: and energy products] on a sustained basis, make them affordable globally by accessing local supply chains and workforces and streamline delivery logistics is dependent on the construction and ramp of our current and future factories.

[added: The construction of and commencement and ramp of production at these factories are subject] to a number of uncertainties inherent in all new manufacturing operations, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, environmental and operational licenses and [removed: approvals for additional expansion,] [added: permitting,] supply chain constraints, hiring, training and retention of qualified employees and the pace of bringing production equipment and processes online with the capability to manufacture high-quality units at scale.

Moreover, we will have to establish and ramp production of our proprietary battery cells and packs at our new factories, and we additionally intend to incorporate sequential design and manufacturing changes into vehicles [added: and energy products] manufactured at each new factory.

If we experience any issues or delays in meeting our projected timelines, costs, capital efficiency and production capacity for our new factories, expanding and managing teams to implement iterative design and production changes there, maintaining and complying with the terms of any debt financing that we obtain to fund them or generating and maintaining demand for the vehicles [added: and energy products] we manufacture there, our business, prospects, operating results and financial condition may be harmed.

We are targeting a global mass demographic with a broad range of potential customers, in which we have relatively limited experience projecting demand [removed: and pricing our products.]

Likewise, as we develop and grow our energy products and services worldwide, our success will [added: similarly] depend on our ability to correctly forecast demand in various markets.

[added: If we are] unable to do so, we may have to curtail our planned vehicle and energy storage product production or procure additional cells from suppliers at potentially greater costs, either of which may harm our business and operating results.

In addition, the cost and mass production of battery cells, whether manufactured by our suppliers or by us, depends in part upon the prices and availability of raw materials such as lithium, [removed: nickel, cobalt] [added: nickel] and/or other metals.

The prices for these materials fluctuate and their available supply may be unstable, depending on market [removed: conditions] [added: conditions, trade policies, refining capacity] and global demand for these materials.

Our future growth and success are dependent upon [removed: consumers’] demand for [removed: electric vehicles and specifically] our [added: electric] vehicles [removed: in an automotive industry that is generally competitive, cyclical] and [removed: volatile.][added: adoption of autonomous driving solutions.]

[removed: Though we continue to see increased interest and adoption of electric vehicles, if] [added: If] the market for electric vehicles in general and Tesla vehicles in particular does not develop as we expect, develops more slowly than we expect, or if demand for our vehicles decreases in our markets or our vehicles compete with each other, our business, prospects, financial condition and operating results may be harmed.

A significant and growing number of established and new automobile manufacturers, as well as other companies, have entered, or are reported to have plans to enter, the market for electric and other alternative fuel vehicles, including hybrid, plug-in hybrid and fully electric vehicles, as well as the market for self-driving technology and [added: services and] other vehicle applications and software platforms.

Many of our competitors have significantly more or better-established resources than we do to devote to the design, development, manufacturing, distribution, promotion, sale and support of their [removed: products.][added: products and services, and may achieve additional cost efficiencies owing to location and economic environments.]

Our plan to grow the volume and profitability of our vehicles and energy storage products depends on significant lithium-ion battery cell [removed: production, including by our partner Panasonic at Gigafactory Nevada.][added: production.]

We are subject to legal and regulatory requirements, political uncertainty and social, environmental and economic conditions in numerous jurisdictions, including markets in which we generate significant [removed: sales, over which we have little control and which are inherently unpredictable.][added: sales.]

Our operations in such jurisdictions, particularly as a company based in the U.S., with additional manufacturing operations in China and Europe, create risks relating to conforming our products to regulatory and safety requirements and charging and other electric infrastructures; organizing local operating entities; establishing, staffing and managing foreign business locations; attracting local customers; navigating [added: U.S. and] foreign government taxes, regulations and permit requirements; enforceability of our contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls; and preferences in foreign nations for domestically manufactured products.

[removed: Such] [added: A change on any of these] conditions may increase our costs, impact our ability to sell our products and require significant management attention, and may harm our [removed: business] [added: business, prospects, financial condition and operating results] if we are unable to manage them effectively.

[removed: If our products contain design or manufacturing defects, whether relating to our software or hardware, that cause them not to perform as designed or intended or that require repair, or certain features of our vehicles such as new Autopilot or FSD (Supervised)] [added: assistance] features take longer than expected to become enabled, are legally restricted or become subject to onerous regulation, our ability to develop, market and sell our products and services may be harmed, and we may experience delivery delays, product recalls, allegations of product liability, breach of warranty and related consumer protection claims and significant warranty and other expenses.

While we attempt to identify and address or remedy defects we identify pre-production and sale, [removed: there may be latent] [added: over time-in-use,] defects [removed: that] we [removed: may be] [added: were] unable to detect or control for [removed: in our products, and thereby address,] [added: may manifest that could not have reasonably been addressed] prior to [removed: their] [added: original] sale [removed: to] or [removed: installation for customers.][added: installations.]

The automobile industry generally experiences significant product liability claims, and as such we face the risk of such claims in the event our vehicles do not perform or are claimed to not [removed: have performed] [added: perform] as expected.

[removed: As is true for other automakers, our] [added: Such collisions, whether involving Robotaxi] vehicles [removed: have been involved and we expect in the future will be involved in accidents resulting in death] or [removed: personal injury, and such accidents where Autopilot, Enhanced Autopilot or FSD (Supervised)] [added: customer vehicles with driver assistance] features [removed: are engaged] [added: engaged,] are [removed: the] [added: often] subject of significant public attention, especially in light of NHTSA’s Standing General Order requiring reports regarding certain crashes involving vehicles with advanced driver assistance [added: or autonomous driving] systems.

We have experienced, and we expect to continue to face, claims and regulatory scrutiny arising from or related to misuse or claimed failures or alleged misrepresentations of [removed: such new] [added: the] technologies that we are pioneering.

Likewise, as our [removed: solar] energy [removed: systems] [added: generation] and [removed: energy] storage products generate and store electricity, they have the potential to fail or cause injury to people or property.

Maintaining such confidence may be challenging due to our limited operating history relative to established competitors; customer unfamiliarity with our [removed: products;] [added: products and services;] any delays we may experience in scaling manufacturing, delivery and service operations to meet demand; competition and uncertainty regarding the future of electric [removed: vehicles] [added: vehicles, autonomous solutions] or our other products and services; our quarterly production and sales performance compared with market expectations; and other factors including those over which we have no control.

Such attention can include criticism, which may be exaggerated or unfounded, such as speculation regarding the sufficiency or stability of our management [removed: team.][added: team, and has incited protests, some escalating to violence targeting our operations, products and personnel.]

Any such negative perceptions, whether caused by us or not, may harm our [added: brand and our] business [added: (including sales)] and make it more difficult to raise additional funds if needed.

Depending on the country, such arrangements are available for specified models and may include operating leases directly with us under which we typically receive only a very small portion of the total vehicle [removed: purchase price at the time of lease, followed by a stream of payments over the term of the lease.]

We have also offered various arrangements for customers of our [removed: solar] energy [added: generation and storage] systems whereby they pay us a fixed payment to lease or finance the purchase of such systems or purchase electricity generated by them.

Similarly, we have provided residual value guarantees to vehicle customers and partners for certain financing programs, under which such counterparties may sell their vehicles through various remarketing [removed: channels.][added: channels, including back to Tesla.]

Finally, our [removed: vehicle and solar energy system] financing [removed: programs] and [removed: our energy storage] sales programs also expose us to customer credit risk.

Employees may leave Tesla or choose other employers over Tesla due to various factors, such as a very competitive labor market for talented individuals with automotive or [removed: technology] [added: technology, including AI,] experience, or any negative publicity related to us.

Finally, our compensation philosophy for all of our personnel reflects our startup origins, with an emphasis on equity-based awards and benefits in order to closely align their incentives with the long-term interests of our [removed: stockholders.][added: shareholders.]

We periodically seek and obtain approval from our [removed: stockholders] [added: shareholders] for future increases to the number of awards available under our equity incentive and employee stock purchase plans.

If we are unable to obtain the requisite [removed: stockholder] [added: shareholder] approvals for such future increases, we may have to expend additional cash to compensate our employees and our ability to retain and hire qualified personnel may be harmed.

There is no guarantee we will be able to successfully develop or timely introduce and scale these new products, services and features, or that there will be widespread consumer adoption.

In particular, our future business depends on development of our driver assistance systems and autonomous driving solutions and increasing the production of mass-market vehicles, including Cybercab, our purpose-built Robotaxi product.

Similarly, we are also developing Bots for future commercialization, and we may experience delays in launching and ramping the production of this product.

U.S. trade policy alterations in 2025, including heightened import tariffs and subsequent retaliatory measures, have impacted our supply chain costs, and may impact the availability of certain technologies or components, depending on the exact scope of the tariffs ultimately implemented and retaliatory export controls.

For example, as companies, including Tesla, have made rapid advancements in AI in recent years, such innovation demands exponentially greater compute, memory, energy and thermal resources, which may prove insufficient in scale or affordability to meet our requirements.

Such delays could also in turn affect our ability to meet demand for our services, such as Robotaxi, which are dependent upon the production and deployment of Tesla vehicles.

and pricing our products.

As we seek to expand our Robotaxi and Semi business we must also accurately forecast, develop and optimize our service and charging capabilities to ensure service quality.

Upon launching our Robotaxi service in June 2025, we also entered into the autonomous ride-hailing service market, and have plans to mass produce Cybercab, a purpose-built Robotaxi product.

As we seek to expand the scope and geographical footprint of this business, our success will be dependent upon various factors, including the acceptance and adoption by consumers of autonomous driving solutions, and Robotaxi as a preferable option, amid growing competition.

If the uptake rate for autonomous driving solutions does not develop as we expect, our business, prospects, financial condition and operating results may be harmed.

Growth of our business is also dependent upon our ability to develop and commercialize Bots, including Optimus, which is in a nascent industry that has yet to develop commercially.

We currently are developing Bots, including Optimus, and intend for these products, as well as accompanying services, to be an important part of our business going forward.

While this development requires significant cash investments and management resources, there is no guarantee this business will be successful.

We have yet to commercialize Bots and cannot predict how demand for Bots will develop, either from commercial or consumer applications.

We also face significant competition from other companies that are designing, developing and building robotics applications.

Our success will depend on various factors, including our ability to successfully apply our artificial neural network training experience to autonomous robots, to either source or custom develop the necessary technology and components, and the product’s cost-effectiveness, utility and competitive positioning relative to market alternatives.

If our Bots program fails to develop as we expect, or progresses more slowly than expected, our business, prospects, financial condition and operating results may be harmed.

We have little control over these matters which are inherently unpredictable.

Further, the United States has recently announced changes to U.S. trade policy, including increasing tariffs on imports, in many cases significantly, and potentially renegotiating or terminating existing trade agreements.

The exact scope of any such tariffs that will ultimately be implemented is not known at this time, and the impacts on our business and costs of our products is uncertain.

Retaliatory tariffs imposed by other countries on U.S. exports, further increases in U.S. tariffs, and the uncertainties surrounding domestic and foreign tariffs have impacted the pricing for our products, which could adversely impact demand.

We cannot predict whether, and to what extent, there may be changes to international trade agreements, such as those with China, or whether, or to what extent, quotas, duties, additional tariffs, export controls or other restrictions will be changed or imposed by the United States or by other countries.

Historically, U.S. special tariff actions have increased our costs for vehicles manufactured in the United States and increased costs for those same vehicles when exported from the United States.

Further, as it pertains to electric vehicles and lithium-ion batteries for our energy storage products, while the Company has continuously aimed for a strong domestic supply chain, certain parts and components are difficult or impossible to source within the United States.

If our products contain design or manufacturing defects, whether relating to our software or hardware, that cause them not to perform as designed or intended or that require repair, or certain features of our vehicles such as new driver

As is true for other automakers, our vehicles have been involved and we expect in the future will be involved in collisions resulting in death or personal injury.

An unfavorable outcome in some or all of these proceedings could have a material adverse impact on results of operations or cash flows for a particular period.

Our view of these matters is subject to inherent uncertainties and may change in the future.

purchase price at the time of lease, followed by a stream of payments over the term of the lease.

If

Specifically, recent governmental and regulatory actions have repealed and/or restricted consumer, manufacturing and charging infrastructure tax credits, and certain regulatory credit programs tied to our products.

These, and any similar actions in the future, may affect demand for our vehicles, and harm our growth, prospects and operating results, and the loss of previously available tax credits and carbon offset mechanisms may further negatively impact our financial results.

For example, provisions of the OBBBA could affect battery cell expenses and impact costs for our consumers, negatively impacting demand.

Compliance with evolving legislation, such as the OBBBA, also requires rigorous traceability of raw materials.

If we or our suppliers are unable to provide sufficient documentation to verify the origin of critical minerals, our products may lose eligibility for tax credits and incentives, directly increasing the effective price for our customers and potentially reducing demand.

This process may include official review and certification of our vehicles by

We also launched our autonomous ride-hailing service in 2025.

Many other U.S. states have enacted their own distinct privacy laws and regulations, which often impose different, overlapping, and sometimes conflicting requirements across multiple jurisdictions.

A major breach of our

For example, we encountered unanticipated supplier issues that led to delays during the initial ramp of our first Model X and experienced challenges with a supplier and with ramping full automation for certain of our initial Model 3 manufacturing processes.

As we expand our vehicle offerings and global footprint, there is no guarantee that we will be able to successfully and timely introduce and scale such processes or features.

In particular, our future business depends in large part on increasing the production of mass-market vehicles.

The construction of and commencement and ramp of production at these factories are subject

If we are

In some cases, our competitors offer or will offer electric vehicles in important markets such as China and Europe, and/or have announced an intention to produce electric vehicles exclusively at some point in the future.

We must manage ongoing obligations under our agreement with the Research Foundation for the State University of New York relating to our Gigafactory New York.

We are party to an operating lease and a research and development agreement through the State University of New York (the “SUNY Foundation”).

These agreements provide for the construction and use of our Gigafactory New York, which we have primarily used for the development and production of our Solar Roof and other solar products and components, energy storage components and Supercharger components, and for other lessor-approved functions.

Under this agreement, we are obligated to, among other things, meet employment targets as well as specified minimum numbers of personnel in the State of New York and in Buffalo, New York and spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York during a period that was initially 10 years beginning April 30, 2018.

As of December 31, 2024, we have met and expect to meet the requirements under this arrangement, as may be modified and discussed from time to time, based on our current and anticipated level of operations.

While we expect to have and grow significant operations at Gigafactory New York and the surrounding Buffalo area, any failure by us in any year over the course of the term of the agreement to meet all applicable future obligations may result in our incurring financial liabilities in the form of “program payments” which would not be expected to have a material adverse effect to our financial operations, the termination of our lease at Gigafactory New York, and/or the need to adjust certain of our operations.

Any of the foregoing events may harm our business, financial condition and operating results.

Increased scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (ESG) practices.

Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments.

While our mission is to accelerate the world’s transition to sustainable

energy, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed.

Compliance with any current or future legal requirements on these topics may result in additional costs or risks to us, including harm to our reputation, reduction in customer demand, and increased legal and operational risks.

Also, the broader consequences in the current conflict between Russia and Ukraine, which may include further embargoes, regional instability and geopolitical shifts; airspace bans relating to certain routes, or strategic decisions to alter certain routes; and potential retaliatory action by the Russian government against companies, and the extent of the conflict on our business and operating results cannot be predicted.

Finally, we and our fund investors claim these U.S. federal tax credits and certain state incentives in amounts based on independently appraised fair market values of our solar and energy storage systems.

Some governmental authorities have audited such values and in certain cases have determined that these values should be lower, and they may do so again in the future.

Such determinations may result in adverse tax consequences and/or our obligation to make indemnification or other payments to our funds or fund investors.

product material inputs and post-consumer products and with respect to constructing, expanding and maintaining our facilities.

We are continuing to develop our Autopilot and FSD (Supervised) technology.

class action litigation has been filed against us.

Certain banking institutions have made extensions of credit to Elon Musk, our Chief Executive Officer, a portion of which was used to purchase shares of common stock in certain of our public offerings and private placements at the same prices offered to third-party participants in such offerings and placements.

We are not a party to these loans, which are partially secured by pledges of a portion of the Tesla common stock currently owned by Mr. Musk.

For discussion related to changes in financial condition and the results of operations for fiscal year [removed: 2023-related] [added: 2024-related] items, refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year [removed: 2023,] [added: 2024,] which was filed with the [removed: Securities and Exchange Commission] [added: SEC] on January [removed: 29, 2024.*][added: 30, 2025.*]

Overview and [removed: 2024] [added: 2025] Highlights

We [added: intend to leverage our current operations, in which we] design, develop, manufacture, [removed: lease and] sell [added: and lease] high-performance fully electric [removed: vehicles, solar] [added: vehicles and] energy generation [removed: systems] and [removed: energy] storage [removed: products.][added: systems that increasingly deliver AI-related and enhanced software and services to our customers, to achieve that objective.]

In [removed: 2024,] [added: 2025,] we produced approximately [removed: 1,773,000] [added: 1.66 million] consumer vehicles and delivered approximately [removed: 1,789,000] [added: 1.64 million] consumer vehicles.

We are focused on profitable [removed: growth, including by leveraging] [added: growth via a differentiated and efficiently managed product portfolio that leverages our] existing factories and production [removed: lines to introduce new and more affordable products,] [added: lines,] further improving and deploying our FSD (Supervised) capabilities, including future autonomous capabilities through our purpose-built Robotaxi product, Cybercab, reducing costs, increasing vehicle production, utilized capacity and delivery capabilities, improving and developing our [removed: vehicles and] [added: vehicles,] battery [added: and AI compute] technologies, vertically integrating and localizing our supply chain, and expanding our global infrastructure, including our service and charging infrastructure.

In [removed: 2024,] [added: 2025,] we deployed [removed: 31.4] [added: 46.7] GWh of energy storage products.

We are focused on ramping the [removed: production and] [added: production,] increasing the market penetration of our energy storage [removed: products.][added: products, developing our battery technologies and vertically integrating, localizing and expanding our supply chain.]

In [removed: 2024,] [added: 2025,] we recognized total revenues of [removed: $97.69] [added: $94.83] billion, representing [removed: an increase] [added: a decrease] of [removed: $917 million] [added: $2.86 billion] compared to the prior year.

[removed: In 2024, our net income attributable to common stockholders was $7.09 billion, representing a decrease of $7.91 billion compared to the prior year, primarily due to the impact of releasing $6.54 billion of our valuation allowance associated with U.S. federal and state deferred tax assets in the fourth quarter of 2023.We] [added: We] continue to ramp production and build and optimize our manufacturing capacity, expand our operations while focusing on further cost reductions and operational efficiencies to enable increased deliveries and deployments of our products, and invest in research and development to accelerate our AI, [removed: software,] [added: software] and fleet-based profits for further revenue growth.

We ended [removed: 2024] [added: 2025] with [removed: $36.56] [added: $44.06] billion in cash and cash equivalents and investments, representing an increase of [removed: $7.47] [added: $7.50] billion from the end of [removed: 2023.][added: 2024.]

Our cash flows provided by operating activities were [removed: $14.92] [added: $14.75] billion in [removed: 2024] [added: 2025] compared to [removed: $13.26] [added: $14.92] billion in [removed: 2023,] [added: 2024,] representing [removed: an increase] [added: a decrease] of [removed: $1.67 billion.][added: $176 million.]

Capital expenditures amounted to [removed: $11.34] [added: $8.53] billion in [removed: 2024] [added: 2025] compared to [removed: $8.90] [added: $11.34] billion in [removed: 2023,] [added: 2024,] representing [removed: an increase] [added: a decrease] of [removed: $2.44] [added: $2.82] billion.

Management Opportunities, Challenges and Uncertainties and [removed: 2025] [added: 2026] Outlook

[removed: *Automotive—Production*][added: *Automotive and AI Enabled Products—Production*]

We are focused on growing [added: and optimizing] our manufacturing capacity, which includes capacity for manufacturing newer vehicle models [removed: such as our Cybertruck, Tesla Semi] and future vehicles utilizing aspects of our next generation platform, [removed: and ramping the production at our Gigafactories to their installed production capacities as well as increasing] [added: while maximizing] production rate and efficiency at our [removed: current factories.][added: Gigafactories.]

The next phase of production growth will [removed: depend on the continued ramp at our factories and] be initiated by advances in autonomy and the introduction of new products, including those built on our next generation vehicle platform, as well as our ability to [removed: add to our available sources of battery cell supply by manufacturing] [added: efficiently manufacture] our own cells that we are developing to have high-volume output, lower capital and production costs and longer range.

Moreover, we have set ambitious technological targets with our plans for battery cells as well as for iterative manufacturing and design improvements for our [removed: vehicles with each new factory.][added: vehicles.]

[removed: *Automotive—Demand,] [added: *Automotive and AI Enabled Products—Demand,] Sales, Deliveries and Infrastructure*

We will also continue to generate demand by improving our vehicles’ performance and functionality, including through product offerings and features [removed: based on] [added: utilizing] artificial intelligence such as [removed: Autopilot,] FSD [removed: (Supervised),] [added: (Supervised)] and other software, and delivering new vehicles and vehicle [removed: options, such as our launch of the updated Model 3 in 2024, and the New Model Y in the first quarter of 2025.][added: options.]

Additionally, our suppliers’ liquidity and allocation plans may be affected by current challenges in the [removed: North American] automotive industry, which could reduce our access to components or result in unfavorable changes to cost.

Changes in government and economic policies, incentives or tariffs may also impact our production, [removed: sales,] cost structure and the competitive landscape.

We will continue to adjust accordingly to such developments, and we believe our ongoing cost [removed: reduction,] [added: reduction efforts,] including [removed: improved] [added: through] production [removed: innovation and efficiency at our newest factories] [added: innovation, process improvements] and [removed: lower] logistics [removed: costs,] [added: optimization,] and focus on operating [removed: leverage] [added: leverage, vertical integration and supply chain localization] will continue to benefit us in relation to our [removed: competitors, while our new products will help enable future growth.][added: competitors.]

As our [added: vehicle] production increases, we must work constantly to similarly increase vehicle delivery capability so that it does not become a bottleneck on our total deliveries.

In particular, as other automotive manufacturers have announced their adoption of [removed: the North American Charging Standard (“NACS”)] [added: NACS] and agreements with us to utilize our Superchargers, we must correspondingly expand our network in order to ensure adequate availability to meet customer demands.

We continue to increase the production and capabilities of our energy storage products to meet high levels of demand, including the [removed: introduction of Powerwall 3 in 2024, and the] ramps of our Megafactories in Shanghai and Lathrop, [removed: California.][added: California, and the construction of a new Megafactory near Houston, Texas.]

Our capital expenditures are typically difficult to project beyond the short-term given the number and breadth of our core projects at any given time, and may further be impacted by uncertainties in future global market [removed: conditions.][added: conditions and shifting global trade and fiscal policy.]

We are simultaneously developing and ramping new products, building or ramping manufacturing facilities on three continents, piloting the development and manufacture of new battery cell technologies, expanding our Supercharger network and investing in [removed: autonomy] [added: autonomy, robotics] and other artificial intelligence enabled training and [removed: products,] [added: products] and [added: its supporting infrastructure, and] the pace of our capital spend may vary depending on overall priority among projects, the pace at which we meet milestones, production adjustments to and among our various products, increased capital efficiencies and the addition of new projects.

We have and will continue to utilize such cash flows, among other things, to invest in [removed: autonomy, do more vertical integration,] [added: autonomy and robotics, further vertically integrate our supply chain,] expand our product roadmap and provide financing options to our customers.

At the same time, [removed: we are likely to see] [added: periods of] heightened levels of capital expenditures [removed: during certain periods depending on the specific pace of our] [added: due to] capital-intensive projects and other potential variables such as rising material prices and increases in supply chain and labor expenses resulting from changes in global trade conditions and labor [removed: availability.][added: availability, will necessitate additional funding beyond our operating cash flow.]

The estimates used for, but not limited to, determining significant economic incentive for resale value guarantee arrangements, sales return reserves, resale value guarantee liabilities, income tax, the collectability of accounts and finance receivables, [added: fair value and probability assessments of stock-based awards,] inventory valuation, warranties, fair value of long-lived assets, [removed: goodwill,] fair value of financial instruments, fair value and residual value of operating lease vehicles and [removed: solar] energy [added: generation and storage] systems subject to leases could be impacted.

Automotive sales revenue includes revenues related to cash and financing deliveries of new vehicles, and specific other features and services that meet the definition of a performance obligation under Accounting Standards Codification 606, *Revenue from Contracts with Customers* (“ASC 606”), including access to our [added: internet connectivity, access to our] FSD (Supervised) features and their ongoing maintenance, [removed: internet connectivity,] free Supercharging programs and over-the-air software updates.

We recognize revenue on automotive [removed: sales] [added: sales, net of any discounts or financial subsidies,] upon delivery to the customer, which is when the control of a vehicle transfers.

We also recognize a sales return reserve based on historical experience plus consideration for expected future market [removed: values,] [added: values] when we offer resale value guarantees or similar buyback terms.

Other features and services such as access to our internet connectivity, unlimited free Supercharging and over-the-air software updates are provisioned upon [removed: control] transfer of [added: control of] a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer.

We provide a manufacturer’s warranty on all new and used vehicles and a warranty on the installation and components of the energy generation and storage systems we sell for periods typically between [removed: 10] [added: 1] to 25 years.

The warranty reserve does not include projected [removed: warranty] [added: service] costs associated with our vehicles subject to operating lease accounting and our [removed: solar] energy [added: generation and storage] systems under lease contracts or PPAs, as [removed: the costs to repair] these [removed: warranty claims] [added: service costs] are expensed as incurred.

We use the fair value method of accounting for our [added: restricted] stock [added: awards (“RSAs”), stock] options and restricted stock units (“RSUs”) granted to employees and for our employee stock purchase plan [removed: (the “ESPP”)] [added: (“the ESPP”)] to measure the cost of employee services received in exchange for the stock-based awards.

The fair value of stock option awards with [removed: only] service and/or performance conditions [added: and the ESPP] is estimated on the grant or offering date using the Black-Scholes option-pricing model.

The Black-Scholes option-pricing model requires inputs such as the risk-free interest rate, expected [added: award] term and expected [added: share price] volatility.

We are focused on bringing artificial intelligence into the real world, through products and services like FSD (Supervised) and Robotaxi, as well as working to develop and commercialize AI robots (including Optimus).

As a result of rapidly evolving trade and fiscal policy, uncertainty in the automotive and energy markets continues, posing risks to our global supply chain and cost structure which could have a meaningfully adverse impact on demand for our products and our profitability.

The current tariff regime will have a relatively larger impact on our energy generation and storage business compared to our automotive business.

While we prepare for near-term challenges to our business under current policies, we are focused on long-term growth opportunities as we continue to make prudent investments.

We have continued to expand and refine our Robotaxi service after its June 2025 launch, capitalizing on our AI investments and scalable mobility infrastructure to advance a service-driven business model.

In 2025, our net income attributable to common stockholders was $3.79 billion, representing a decrease of $3.30 billion compared to the prior year.

Overall growth has allowed our business to generally fund itself, and we will continue to make critical high-value investments while maintaining a strong balance sheet.

In 2025, we completed the refresh of our vehicle lineup with the launch of the new Model Y and additional variants for Model 3 and Model Y.

We are also capitalizing on our strengths in real-world AI data to advance the development of Optimus, a general purpose, autonomous humanoid robot.

For example, changes to fiscal and trade policy with respect to tariffs, export controls and other restrictions may impact our global supply chain cost structure and availability, affecting not only vehicle production, but also facility expansions.

In addition, we believe the launch of our Robotaxi service unlocks the potential for significant business growth to advance a service-driven business model.

We will continue to improve safety and profitability while scaling the network.

We will also continue to work on developing our robotics offerings.

For instance, while the final scope and application of recently announced changes in trade policy remain uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact consumer spending and demand for durable goods and related services.

Furthermore, certain provisions of the OBBBA, including the removal of tax credits for electric vehicles, may also impact consumer demand for electric vehicles in general.

Our new products and our advances in autonomy and robotics, position us for future growth.

In tandem with the launch of our Robotaxi business, we are focused on developing and optimizing dedicated infrastructure, including in relation to vehicle cleaning and maintenance, charging, security, teleoperations and fleet management, to ensure service quality as we continue to scale.

In 2025, we introduced Megapack 3 and Megablock, our next-generation industrial storage product, and began manufacturing a new residential retrofit solar panel.

For instance, import tariffs by the US government and the provisions of the OBBBA could significantly increase battery cell expenses and impact costs for our consumers, negatively impacting consumer demand.

Despite these challenges, as AI infrastructure drives rapid load growth, we see opportunities for our energy storage products to stabilize the grid, shift energy when it is needed most and provide additional power capacity.

We are focused on long-term growth opportunities through critical, high-value investments.

We currently expect our capital expenditures to be in excess of $20 billion in 2026, driven by our AI initiatives, including investments in compute infrastructure and data centers, the expansion and ramp of our manufacturing and R&D production lines and facilities, and growth in our fleet of company-operated AI-enabled assets and our retail, service and charging footprint.

We believe this strategy will position our Company for further growth as we make investments in a capital efficient manner.

Customers may purchase subscriptions, including FSD (Supervised) and premium connectivity, after taking delivery of their vehicles.

Revenue from subscriptions is recognized either over time or point in time depending on the nature of contractual terms.

Any fees or financial subsidies that are paid or payable by us to a customer’s lender when we arrange the financing are recognized upfront as an offset against automotive sales revenue.

As our contract costs related to automotive sales are typically fulfilled within one year, the costs to obtain a contract are expensed as incurred.

Amounts billed to customers related to shipping and handling are classified as automotive sales revenue, and we have elected to recognize the cost for freight and shipping when control over vehicles, parts or accessories have transferred to the customer as an expense in cost of automotive sales revenue.

Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.

We offer resale value guarantees to our commercial banking partners in connection with certain vehicle leasing programs.

Under these programs, we originate the lease with our end customer and immediately transfer the lease and the underlying vehicle to our commercial banking partner, with the transaction being accounted for as a sale under ASC 606.

We receive upfront payment for the vehicle, do not bear casualty and credit risks during the lease term, and we provide a guarantee capped to a limit if they are unable to sell the vehicle at or above the vehicle’s contractual or determined residual value at the end of the lease term.

We estimate a guarantee liability in accordance with ASC 460, *Guarantees* and record it within other liabilities on our consolidated balance sheets.

On a quarterly basis, we assess the estimated market value of vehicles sold under these programs to determine whether there have been changes to the amount of expected resale value guarantee liabilities.

As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values.

*Equity awards with service and/or performance conditions*

The fair value of restricted stock granted to our CEO with service and/or performance conditions is measured on the grant date based on the closing fair market value of our common stock, adjusted to take into account the illiquidity discount due to any applicable required holding period, less any purchase price or offset amount.

The illiquidity discount is determined using a valuation model that requires inputs such as expected share price volatility and the employee’s expected tax rate.

The inputs used in the valuation models, which are subjective and generally require significant judgment, are unique to each award based on the best available information at the valuation date.

Stock-based compensation expense for equity awards with performance conditions is recognized over the requisite service period when the vesting of the award becomes probable.

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

We also offer maintenance, installation, operation, charging, insurance, financial and other services related to our products.

Additionally, we are increasingly focused on products and services based on AI, robotics and automation.

Overall growth has allowed our business to generally fund itself, and we will continue investing in a number of capital-intensive projects and research and development in upcoming periods.

The following is a summary of the status of production of each of our announced vehicle models in production and under development, as of the date of this Annual Report on Form 10-K:

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

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

| Region | | | | | | Vehicle Model(s) | | | | | | Production Status | | |

| California | | | | | | Model S / Model X | | | | | | Active | | |

| | | | | | | Model 3 / Model Y | | | | | | Active | | |

| Shanghai | | | | | | Model 3 / Model Y | | | | | | Active | | |

| Berlin | | | | | | Model Y | | | | | | Active | | |

| Texas | | | | | | Model Y | | | | | | Active | | |

| | | | | | | Cybertruck | | | | | | Active | | |

| | | | | | | Cybercab | | | | | | In development | | |

| Nevada | | | | | | Tesla Semi | | | | | | Pilot production | | |

| TBD | | | | | | Roadster | | | | | | In development | | |

For example, during the first quarter of 2024, we experienced a sequential decline in production volumes partially caused by the early phase of the production ramp of the updated Model 3 at our Fremont factory, and factory shutdowns at Gigafactory Berlin-Brandenburg resulting from shipping diversions caused by the Red Sea conflict and an arson attack.

In the first quarter of 2025, as we launch our New Model Y worldwide, we may similarly experience delays or declines in production volumes due to simultaneous manufacturing ramps in facilities on three continents.

We are also committed to reducing the percentage of vehicles delivered in the third month of each quarter, which will help to reduce the cost per vehicle.

Owing and subject to the foregoing as well as the pipeline of announced projects under development, all other continuing infrastructure growth and varying levels of inflation, we currently expect our capital expenditures to exceed $11.00 billion in 2025 and in each of the following two fiscal years.

Overall, we expect our ability to be self-funding to continue as long as macroeconomic factors support current trends in our sales.

These inputs are subjective and generally require significant judgment.

As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to our common stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation of our stock-based awards and the stock-based compensation expense that we will recognize in future periods.

We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period.

Additionally, there was a decrease of approximately 22,000 combined Model 3 and Model Y cash deliveries.

The decreases were partially offset by an increase of approximately 19,000 deliveries of other models primarily due to our production ramp of Cybertruck.

Additionally, we recognized $596 million of FSD (Supervised) revenue due to release of certain features in 2024.

Automotive regulatory credits revenue increased $973 million, or 54%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, driven by demand for credits in North America as other automobile manufacturers scale back on their battery electric vehicle plans.

Automotive leasing revenue decreased $293 million, or 14%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to lower direct sales-type leasing deliveries as we have shifted towards providing leasing options through commercial banking partner programs that allow for us to recognize upfront revenue in automotive sales and a decrease in lease buyouts.

The decreases were partially offset by higher costs for Cybertruck.

Cost of automotive leasing revenue decreased $265 million, or 21%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a decrease in direct sales-type leasing cost of revenue driven by lower deliveries and a decrease in our direct operating lease cost of revenue driven by lower lease buyouts compared to the prior periods.

The changes in gross margin are primarily due to the automotive gross margin factors discussed above.

R&D expenses increased $571 million, or 14%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The overall increases were primarily driven by additional costs year over year related to AI programs.

R&D expenses as a percentage of revenue increased from 4% to 5% in the year ended December 31, 2024 as compared to the year ended December 31, 2023 as we continue to expand our product roadmap and technologies.

These expenses were substantially paid with an immaterial accrual remaining in Accrued liabilities and other in our consolidated balance sheet as of December 31, 2024.

Our effective tax rate changed to an expense of 20% in the year ended December 31, 2024 from a benefit of 50% in the year ended December 31, 2023.

These changes are primarily due to the impact of releasing the valuation allowance on our U.S. deferred tax assets in the fourth quarter of 2023.

In the fourth quarter of 2023, based on the relevant weight of positive and negative evidence, including the amount of our taxable income in recent years which was objective and verifiable, and consideration of our expected future taxable earnings, we concluded that it is more likely than not that most of our U.S. federal and certain state deferred tax assets are realizable and released $6.54 billion of our valuation allowance.

These changes would have resulted in a gain or loss of [removed: $1.15] [added: $1.70] billion at December 31, [removed: 2024] [added: 2025] and [removed: $1.01] [added: $1.15] billion at December 31, [removed: 2023,] [added: 2024,] assuming no foreign currency hedging.

We [added: intend to leverage our current operations, in which we] design, develop, manufacture, sell and lease high-performance fully electric vehicles and energy generation and storage [removed: systems,] [added: systems that increasingly deliver AI-related] and [removed: offer] [added: enhanced software and] services [removed: related] to our [removed: products.][added: customers, to achieve that objective.]

We generally sell our products directly to customers, and continue to grow our [removed: customer-facing infrastructure through a] global [removed: network of vehicle showrooms and] [added: retail,] service [removed: centers, Mobile Service, body shops, Supercharger stations] and [removed: Destination Chargers] [added: charging footprint] to accelerate the widespread adoption of our products.

We believe that this mission, along with our engineering expertise, [added: advancements in real-world AI,] vertically integrated business [removed: model] [added: model,] and focus on user experience differentiate us from other companies.

Additionally, the automotive segment also includes services and other, which includes sales of used vehicles, non-warranty maintenance services and collision, [removed: part sales,] paid [removed: Supercharging,] [added: Supercharging sessions, automotive] insurance [removed: services revenue] [added: business revenue, part sales] and retail merchandise sales.

The energy generation and storage segment includes [removed: the design, manufacture, installation, sales] [added: sales, leasing,] and [removed: leasing] [added: financing] of [removed: solar] energy generation and [removed: energy] storage [removed: products and related] [added: products,] services [added: related to such products] and sales of [removed: solar] energy [removed: systems] [added: generation] incentives.

[removed: In November 2023, we entered the consumer pickup truck market with first deliveries of the Cybertruck,] [added: The Cybertruck is] a full-size electric pickup truck with a stainless steel exterior that has the utility and strength of a truck while featuring the speed of a sports car.

We have planned electric vehicles to address additional vehicle markets, and [added: will] continue leveraging developments in our proprietary Full Self-Driving (“FSD”) (Supervised) features, [removed: including through our purpose-built Robotaxi product - Cybercab, and] battery cell and other technologies.

Powerwall, which we sell [removed: directly] [added: and lease] to customers, as well as through channel partners, is designed to store energy at [removed: a home] [added: homes] or small commercial [removed: facility.][added: facilities.]

We also continue to develop software capabilities for remotely controlling and dispatching our energy storage systems across a wide range of markets and applications, including through our real-time energy control and optimization [removed: platforms.][added: platforms for Megapack batteries (Autobidder) and distributed energy resources like Powerwall (Powerhub).]

[removed: Solar Energy] [added: Energy Generation] Offerings

We sell [removed: retrofit solar] energy [added: generation] systems [added: directly] to customers and [added: also through] channel partners.

We [added: also] purchase [removed: most of the] [added: many] components for our [removed: retrofit solar] energy [added: generation] systems from [removed: multiple sources] [added: various third-party manufacturers] to [removed: ensure] [added: provide for] competitive pricing and adequate supply.

We [removed: sell] [added: design and manufacture certain components for] our [added: energy generation products, including solar panels and] Solar Roof, which combines premium glass roof tiles with energy [removed: generation, to consumers, including through channel customers.][added: generation.]

We develop almost all of this software, including most of the user interfaces, internally and update our vehicles’ software regularly through over-the-air [removed: updates.][added: updates, and work to actively improve our software security with every release.]

[removed: Our FSD Computer runs our neural networks in our vehicles, and we are also developing] [added: This includes] additional [removed: computer] [added: compute] hardware to better enable the massive amounts of field data captured by our vehicles to continually train and improve these [added: artificial] neural networks for real-world performance.

Although at present, same as in the past, the driver is responsible for remaining fully engaged in the driving operation, [removed: our] [added: these] systems provide safety and convenience functionality that [removed: can] [added: may] relieve drivers of many tedious and potentially dangerous aspects of road travel much like the system that airplane pilots use, when conditions permit.

As with other vehicle systems, we improve these functions in our [added: customer] vehicles [removed: over time] through over-the-air software updates.

We are also applying our artificial intelligence learnings from self-driving technology to [removed: the field of robotics,] [added: Bots,] such as [removed: through] Optimus, a [removed: robotic] [added: general purpose, autonomous] humanoid [added: robot] in [removed: development, which is controlled by the same AI system.][added: development.]

[removed: Solar Energy] [added: Energy Generation] Systems

We [removed: have engineered] [added: continue to manufacture] Solar [removed: Roof] [added: Roof, which has been engineered] over numerous iterations to combine aesthetic appeal and durability with power generation.

The efficiency of our [removed: solar] energy [added: generation] products is aided by our own solar inverter, which incorporates our power electronics technologies.

We are [removed: also expanding] [added: focused on maximum capacity utilization at] our [removed: manufacturing operations globally] [added: factories,] while taking action to localize our vehicle designs and production for particular markets, including country-specific market demands and factory optimizations for local workforces.

For example, the [removed: modular] [added: integrated] design of our Megapack [removed: utility-scale battery line is] [added: products are] intended to significantly reduce the amount of assembly required in the field.

We also customize solutions including our energy storage products, [removed: solar] energy [added: generation] systems and/or Solar Roof for customers to meet their specific needs.

Historically, we have been able to achieve sales without [added: relying on] traditional advertising and at relatively low marketing costs.

Our vehicle sales channels currently include our website and [removed: an international] [added: a global] network of company-owned stores.

[removed: In November 2021, we began to] [added: We] offer Supercharger access to non-Tesla vehicles in [removed: certain locations in] support of our [removed: mission to accelerate the world’s transition to sustainable energy, and in November 2022, we opened up our previously proprietary charging connector as] [added: mission, with all major automakers announcing their adoption of] the North American Charging Standard [removed: (NACS).][added: (NACS) in certain markets.]

We continue to monitor and increase our network of Tesla Superchargers in anticipation of future [removed: demand.][added: demand, including with respect to our Robotaxi services.]

As our vehicles are capable of being updated remotely over-the-air, our customers may purchase additional paid options and features through the Tesla app or through the in-vehicle user [removed: interface.][added: interface, which also allows us to offer certain options and features on a subscription basis.]

We also currently offer optional extended service plans that provide coverage [removed: beyond] [added: after] the new vehicle limited warranties [added: end] for certain models in specified regions.

For retrofit [removed: solar] energy [added: generation] systems, we provide separate limited warranties for workmanship and against roof leaks, and for Solar Roof, we also provide limited warranties for defects and weatherization.

As part of our [removed: historical solar] energy [added: generation] system and energy storage contracts, we may provide the customer with [added: either certain availability or] performance guarantees that commit that the underlying system will meet or exceed [removed: the] [added: certain availability or] minimum energy generation or performance requirements specified in the contract.

Our insurance products are currently available in [removed: 12] [added: 13] states and we plan to expand the markets in which we offer insurance products, as part of our ongoing effort to decrease the total cost of ownership for our customers.

We offer certain financing options to our residential customers, [added: including a new lease product that was launched in the fourth quarter of 2025,] which enable [removed: the customer] [added: choices] to [added: our customers to] purchase and own [added: or lease] energy systems comprised of [removed: solar, Solar Roof] [added: solar] and/or Powerwall batteries.

Our solar PPAs, offered primarily to commercial customers, charge a fee per kilowatt-hour based on the amount of electricity produced by our [removed: solar] energy [added: generation] systems.

Internationally, we also have manufacturing facilities in China and Germany, which allows us to increase the affordability of our vehicles for customers in local markets by reducing transportation and manufacturing costs and [removed: eliminating] [added: limiting] the impact of unfavorable tariffs.

Our products use [removed: thousands of] parts [removed: that are] sourced from [removed: hundreds] [added: thousands] of suppliers [removed: across the world.][added: globally.]

We have developed close relationships with [removed: vendors of] key [removed: parts such as] [added: partners that supply] battery cells, electronics and complex vehicle assemblies.

Certain components purchased from these suppliers are shared or are similar across many product lines, allowing us to take advantage of pricing efficiencies [removed: from] [added: through] economies of scale.

As is the case for some [removed: automotive] [added: OEM] companies, some of our procured components and systems are sourced from single suppliers.

We are focused on bringing artificial intelligence (“AI”) into the real world, through products and services like Full Self-Driving (“FSD”) (Supervised) and Robotaxi, as well as working to develop and commercialize AI robots (“Bots”) (including Optimus).

Our mission is building a world of amazing abundance.

In June 2025, we launched our Robotaxi service, an autonomous ride-hailing platform that harnesses our technology and vehicles.

We expect this service will open access to an expanded customer base as modes of transportation evolve, and, along with products such as FSD (Supervised) subscriptions, unlock the potential to advance a service-driven business model based on AI, software and fleet-based profits.

Our Robotaxi business currently operates with Model Y vehicles but, in time, will include Cybercab, our purpose-built autonomous vehicle.

As AI infrastructure drives rapid load growth, Megapack helps to, among other things, increase utilization of existing generation and transmission capacity, resulting in a more efficient use of the electric grid.

We use AI to develop real-world applications, such as autonomous driving solutions and robots.

We utilize vision-based technologies, systems and software to train our artificial neural networks, which are accelerated by our own in-house, custom designed inference chips.

Currently, we offer in our customer vehicles certain advanced driver assistance systems.

Every Tesla vehicle delivered today is designed for autonomy, and we believe our capabilities and advancements in AI differentiate us from our competitors.

Further leveraging our capabilities in AI, every Tesla energy storage product is capable of being enhanced through firmware updates and optimized by our software platforms, particularly Powerhub (for distributed energy resources, including Powerwall-enabled virtual power plants) and Autobidder (for Megapack batteries).

We began manufacturing a new residential retrofit solar panel in 2025, and began initial customer deliveries in January 2026.

Infrastructure

To support our businesses in clean energy and transport and autonomous robots, we are investing in and developing the necessary supporting infrastructure.

In 2025, we further expanded Cortex, our training cluster at Gigafactory Texas, and announced a new collaboration with Samsung to manufacture advanced semiconductors for AI inference and training in the U.S. We are currently building Cortex 2 at Gigafactory Texas to further increase our AI training compute capacity.

In 2026, we will be ramping six new production lines across vehicle, Bots, energy storage and battery manufacturing, while further leveraging our existing factory, charging and service center footprints to support future growth.

We are also focused on exploring additional opportunities independently and with strategic partners to develop bespoke and scalable solutions, including through vertical integration, to optimize for cost, functionality, efficiency and safety.

To accelerate dependable charging ubiquity, Superchargers are also available through our Supercharger for Business program, where third parties can purchase and install Superchargers and set the charging price, while Tesla remains responsible for software updates, network operations, maintenance and driver support.

In 2025, we opened the first Tesla Diner in California, which offers Supercharging as well as Tesla themed food and merchandise.

Generally, we continue to expand production capacity at our existing facilities, and strive to increase cost-competitiveness in our significant markets by strategically adding local manufacturing, including through partnerships with suppliers.

We continue to localize and de-risk our supply chains across regions, including through vertical integration where possible, such as our in-house lithium refinery in Texas, which began operations in January 2026.

These IRA incentives were subsequently substantially curtailed by the One Big Beautiful Bill Act (the “OBBBA”) enacted on July 4, 2025, which repeals individual consumer tax credits for electric vehicles and residential energy property, and imposes more stringent eligibility requirements, accelerated phase-outs, and termination of certain provisions, although some of the IRA incentives remain available under the revised requirements.

We earn tradable credits in the operation of our automotive business under various regulations.

Governmental and regulatory actions, such as the OBBBA, have restricted certain regulatory credit programs tied to our products.

Residential credits expired on December 31, 2025, and commercial credits are currently scheduled to phase out in 2034 or later.

Residential credits expired on December 31, 2025.

Commercial credits are currently scheduled to expire for solar facilities placed in service after December 31, 2027, subject to the exceptions of projects beginning construction on or before July 4, 2026.

Regulation of Autonomous Vehicles and Autonomous Vehicle Ride-Hailing

In the U.S., while NHTSA has updated certain FMVSS to account for autonomous vehicle design, other FMVSS and regulations do not currently account for autonomous vehicle design and additional rulemaking by NHTSA may occur.

On a European Union level, additional layers of regulatory frameworks may impose further obligations in areas such as risk management, data-governance, trainings, technical documentation.

Meanwhile, on a national level, the enforcement of certain applicable regulations may vary.

Additionally, certain national and city laws within each ECE country may impose legal restrictions on the marketing of advanced driver-assistance and autonomous vehicle systems, and may vary significantly on commercial ride-hailing with a fleet of autonomous vehicles, in areas such as licenses, permits, competition prohibitions, tariffs and other transport services obligations.

When coupled together, the layers of regulation as well as the fragmentation across each ECE country may hinder or complicate the path and timeline to introducing autonomous vehicles and an autonomous vehicle ride-hailing business in them.

Other key markets, including China, continue to develop and establish driver-assistance and autonomous vehicle regulations.

These differences may further increase the legal complexity of introducing, or availability to introduce, driver-assistance and autonomous vehicles for sale and use, including an autonomous vehicle ride-hailing business, and could result in additional delays, compliance costs, or restrictions on the deployment of certain capabilities in specific jurisdictions.

As we seek to become a top provider of autonomous solutions, we also face competition in the fields of AI and robotics.

Energy Generation Systems

We emphasize stock ownership opportunities, with 92% of employees included in total rewards packages, alongside industry-leading benefits like free counseling, paid parental leave, and comprehensive healthcare options available from day one.

Hiring, evaluation, and promotion decisions are based on skills and performance, with over 29,000 employees globally advancing their careers in 2025, and 69% of managers promoted internally.

Tesla fosters a culture of recognition and growth, enabling employees to contribute meaningfully from day one.

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

We also design and manufacture certain components for our solar energy products.

We continue to improve our installation capability and efficiency, including through collaboration with real estate developers and builders on new homes.

We have expertise in developing technologies, systems and software to enable self-driving vehicles using primarily vision-based technologies.

Currently, we offer in our vehicles certain advanced driver assist systems under our Autopilot and FSD (Supervised) options.

In 2025, we intend to begin launching our Robotaxi business, a ride-hailing network that will eventually operate fully autonomous vehicles.

We expect this business will open access to a new customer base even as modes of transportation evolve.

We believe our capabilities and advancements in AI, including the deployment of Cortex, our training cluster at Gigafactory Texas, differentiates us from our competitors.

This enables electric vehicles and charging stations to interoperate — which makes charging easier and more efficient for everyone and advances our mission to accelerate the world’s transition to sustainable energy.

Following this, all major automotive companies announced their adoption of NACS in certain markets, with their access to the Supercharger network beginning in phases in 2024 and their production of NACS vehicles beginning no later than 2025.

We also engaged SAE International to govern NACS as an industry standard, now named J3400.

We expect that this functionality will also allow us to offer certain options and features on a subscription basis in the future.

In March 2023, we announced the location of our next Gigafactory in Monterrey, Mexico.

Generally, we continue to expand production capacity at our existing facilities.

We also intend to further increase cost-competitiveness in our significant markets by strategically adding local manufacturing.

For example, under current legislation, qualifying Tesla customers may receive up to $7,500 in federal tax credits for the purchase of qualified electric vehicles in the U.S. through 2032.

We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy and clean fuel.

These tax credits are primarily for the benefit of our customers and are currently scheduled to phase-out starting in 2032 or later.

These tax credits are primarily for the direct benefit of our customers and are currently scheduled to phase-out starting in 2032 or later.

Self-Driving Vehicles

Other key markets, including China, continue to consider self-driving regulation.

Environmental, Social and Governance (ESG) and Human Capital Resources

ESG

The very purpose of Tesla's existence is to accelerate the world's transition to sustainable energy.

We believe the world cannot reduce carbon emissions without addressing both energy generation and consumption, and we are designing and manufacturing a complete energy and transportation ecosystem to achieve this goal.

As we expand, we are building each new factory to be more efficient and sustainably designed than the previous one, including with respect to per-unit waste reduction and resource consumption, including water and energy usage.

We are focused on further enhancing sustainability of operations outside of our direct control, including reducing the carbon footprint of our supply chain.

We are committed to sourcing only responsibly produced materials, and our suppliers are required to provide evidence of management systems that ensure social, environmental and sustainability best practices in their own operations, as well as to demonstrate a commitment to responsible sourcing into their supply chains.

We have a zero-tolerance policy when it comes to child or forced labor and human trafficking by our suppliers and we look to the Organization for Economic Co-operation and Development Due Diligence Guidelines to inform our process and use feedback from our internal and external stakeholders to find ways to continually improve.

We are also driving safety in our own factories by focusing on worker engagement.

Our incidents per vehicle continue to drop even as our production volumes increase.

We also strive to be an employer of choice by offering compelling, impactful jobs with best in-industry benefits.

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG.

We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics.

Our Sustainability and Impact team, in conjunction with leaders from across our Company, regularly presents to our Board of Directors, which oversees our ESG impacts, initiatives and priorities.

During the past year, Tesla provided its workforce with opportunities to contribute to its mission and grow professionally, earning Tesla among the Top 100 Employers of Choice in the 2024 American Opportunity Index.

Employees can participate in Tesla stock ownership programs (of which 92% have been given the opportunity to as part of their total rewards package), while accessing industry-leading benefits, such as free counseling, paid parental leave, paid time off, company sponsored 401(k) plans, no cost fertility and adoption programs and zero-premium medical plan options that are made available on the first day of employment.

We hire, evaluate and promote employees based on their skills and performance.

In 2024, over 13,000 of our employees worldwide, 80% of whom represent Tesla’s frontline workforce, took advantage of opportunities to advance their career within the Company.

As of this report, more than two-thirds (68%) of our managers have been promoted from internal, non-managerial positions, and 45% of our management team has been with Tesla for over five years.

For a description of our material pending legal proceedings, [removed: please] see Note [removed: 14,] [added: 13,] *Commitments and Contingencies*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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.

Portions of the registrant’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders] [added: Shareholders] are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [Item [removed: 1.](#ie9fbbc0a99a6483f9fc1594c1ef72807_151)] [added: 1.](#i39f9a11fdbe840828cbaefa2e098ffa8_151)] | | | [removed: [Business](#ie9fbbc0a99a6483f9fc1594c1ef72807_151)] [added: [Business](#i39f9a11fdbe840828cbaefa2e098ffa8_151)] | | | [removed: [2](#ie9fbbc0a99a6483f9fc1594c1ef72807_151)] [added: [2](#i39f9a11fdbe840828cbaefa2e098ffa8_151)] | | |

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| [Item [removed: 1](#ie9fbbc0a99a6483f9fc1594c1ef72807_160)C.] [added: 1](#i39f9a11fdbe840828cbaefa2e098ffa8_160)C.] | | | [removed: [Cybersecurity](#ie9fbbc0a99a6483f9fc1594c1ef72807_160)] [added: [Cybersecurity](#i39f9a11fdbe840828cbaefa2e098ffa8_160)] | | | [removed: [28](#ie9fbbc0a99a6483f9fc1594c1ef72807_160)] [added: [27](#i39f9a11fdbe840828cbaefa2e098ffa8_160)] | | |

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| [Item [removed: 3.](#ie9fbbc0a99a6483f9fc1594c1ef72807_166)] [added: 3.](#i39f9a11fdbe840828cbaefa2e098ffa8_166)] | | | [Legal [removed: Proceedings](#ie9fbbc0a99a6483f9fc1594c1ef72807_166)] [added: Proceedings](#i39f9a11fdbe840828cbaefa2e098ffa8_166)] | | | [removed: [29](#ie9fbbc0a99a6483f9fc1594c1ef72807_166)] [added: [28](#i39f9a11fdbe840828cbaefa2e098ffa8_166)] | | |

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| [Item [removed: 7A.](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] [added: 7A.](#i39f9a11fdbe840828cbaefa2e098ffa8_112)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] [added: Risk](#i39f9a11fdbe840828cbaefa2e098ffa8_112)] | | | [removed: [44](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] [added: [44](#i39f9a11fdbe840828cbaefa2e098ffa8_112)] | | |

| [Item [removed: 8.](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] [added: 8.](#i39f9a11fdbe840828cbaefa2e098ffa8_199)] | | | [Financial Statements and Supplementary [removed: Data](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] [added: Data](#i39f9a11fdbe840828cbaefa2e098ffa8_199)] | | | [removed: [45](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] [added: [45](#i39f9a11fdbe840828cbaefa2e098ffa8_199)] | | |

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| [Item [removed: 9C.](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] [added: 9C.](#i39f9a11fdbe840828cbaefa2e098ffa8_274)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] [added: Inspections](#i39f9a11fdbe840828cbaefa2e098ffa8_274)] | | | [removed: [92](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] [added: [95](#i39f9a11fdbe840828cbaefa2e098ffa8_274)] | | |

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These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

| [PART I.](#i39f9a11fdbe840828cbaefa2e098ffa8_148) | | | | | | | | |

| [PART II.](#i39f9a11fdbe840828cbaefa2e098ffa8_169) | | | | | | | | |

| [Item 6.](#i39f9a11fdbe840828cbaefa2e098ffa8_175) | | | [\[Reserved\]](#i39f9a11fdbe840828cbaefa2e098ffa8_175) | | | [30](#i39f9a11fdbe840828cbaefa2e098ffa8_175) | | |

| [PART III.](#i39f9a11fdbe840828cbaefa2e098ffa8_277) | | | | | | | | |

| [PART IV.](#i39f9a11fdbe840828cbaefa2e098ffa8_295) | | | | | | | | |

| [Signatures](#i39f9a11fdbe840828cbaefa2e098ffa8_304) | | | | | | | | |

| [PART I.](#ie9fbbc0a99a6483f9fc1594c1ef72807_1099511628853) | | | | | | | | |

| [PART II.](#ie9fbbc0a99a6483f9fc1594c1ef72807_268) | | | | | | | | |

| [Item 6.](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | | [\[Reserved\]](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | | [31](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | |

| [PART III.](#ie9fbbc0a99a6483f9fc1594c1ef72807_295) | | | | | | | | |

| [PART IV.](#ie9fbbc0a99a6483f9fc1594c1ef72807_313) | | | | | | | | |

| [Signatures](#ie9fbbc0a99a6483f9fc1594c1ef72807_292) | | | | | | | | |

As of [removed: 2024,] [added: 2025,] our Information Security Management System has been certified to conform to the requirements of ISO/IEC 27001:2013.

Such individuals have an average of over [removed: 15] [added: 16] years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming.

As of January [removed: 22, 2025,] [added: 23, 2026,] there were [removed: 9,512] [added: 9,797] holders of record of our common stock.

The following graph shows a comparison, from January 1, [removed: 2020] [added: 2021] through December 31, [removed: 2024,] [added: 2025,] of the cumulative total return on our common stock, The NASDAQ Composite Index and a group of all public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (Motor Vehicles and Passenger Car Bodies Public Company Group).

Data for The NASDAQ Composite Index and the Motor Vehicles and Passenger Car Bodies Public Company Group assumes an investment of $100 on January 1, [removed: 2020] [added: 2021] and reinvestment of dividends.

[removed: ][added: ]

None.

In connection with the offering of 2.00% Convertible Senior Notes due 2024 in May 2019, we sold warrants to each of Société Générale, Wells Fargo Bank, National Association, Credit Suisse Capital LLC (later assigned to UBS AG, London Branch) and Goldman, Sachs & Co. LLC (together, the “2019 Warrantholders”).

Between October 1, 2024 and October 15, 2024, we issued an aggregate of 2,894,424 shares of our common stock to the 2019 Warrantholders pursuant to their exercise of such warrants, which were net of the applicable exercise prices.

Such shares were issued pursuant to an exemption from registration provided by Rule 3(a)(9) of the Securities Act of 1933.

| [Report of Independent Registered Public Accounting [removed: Firm](#ie9fbbc0a99a6483f9fc1594c1ef72807_169)] [added: Firm](#i39f9a11fdbe840828cbaefa2e098ffa8_202)] (PCAOB ID: 238) | | | [removed: [46](#ie9fbbc0a99a6483f9fc1594c1ef72807_169)] [added: [46](#i39f9a11fdbe840828cbaefa2e098ffa8_202)] | | |

| [Consolidated Balance [removed: Sheets](#ie9fbbc0a99a6483f9fc1594c1ef72807_19)] [added: Sheets](#i39f9a11fdbe840828cbaefa2e098ffa8_19)] | | | [removed: [48](#ie9fbbc0a99a6483f9fc1594c1ef72807_19)] [added: [49](#i39f9a11fdbe840828cbaefa2e098ffa8_19)] | | |

| [Consolidated Statements of [removed: Operations](#ie9fbbc0a99a6483f9fc1594c1ef72807_175)] [added: Operations](#i39f9a11fdbe840828cbaefa2e098ffa8_205)] | | | [removed: [49](#ie9fbbc0a99a6483f9fc1594c1ef72807_175)] [added: [50](#i39f9a11fdbe840828cbaefa2e098ffa8_205)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie9fbbc0a99a6483f9fc1594c1ef72807_178)] [added: Income](#i39f9a11fdbe840828cbaefa2e098ffa8_208)] | | | [removed: [50](#ie9fbbc0a99a6483f9fc1594c1ef72807_178)] [added: [51](#i39f9a11fdbe840828cbaefa2e098ffa8_208)] | | |

| [Consolidated Statements of Redeemable Noncontrolling Interests and [removed: Equity](#ie9fbbc0a99a6483f9fc1594c1ef72807_181)] [added: Equity](#i39f9a11fdbe840828cbaefa2e098ffa8_211)] | | | [removed: [51](#ie9fbbc0a99a6483f9fc1594c1ef72807_181)] [added: [52](#i39f9a11fdbe840828cbaefa2e098ffa8_211)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie9fbbc0a99a6483f9fc1594c1ef72807_184)] [added: Flows](#i39f9a11fdbe840828cbaefa2e098ffa8_214)] | | | [removed: [52](#ie9fbbc0a99a6483f9fc1594c1ef72807_184)] [added: [53](#i39f9a11fdbe840828cbaefa2e098ffa8_214)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie9fbbc0a99a6483f9fc1594c1ef72807_187)] [added: Statements](#i39f9a11fdbe840828cbaefa2e098ffa8_217)] | | | [removed: [53](#ie9fbbc0a99a6483f9fc1594c1ef72807_187)] [added: [54](#i39f9a11fdbe840828cbaefa2e098ffa8_217)] | | |

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was [removed: $6,716] [added: $8,607] million as of December 31, [removed: 2024.][added: 2025.]

These procedures included testing the effectiveness of controls relating to management’s estimate of the automotive warranty reserve for certain Tesla vehicle models, including controls over management’s significant assumptions related to the nature, frequency and costs of future claims [removed: as well as] [added: and controls over] the completeness and accuracy of actual claims incurred to date.

Developing the independent estimate involved evaluating the appropriateness of [removed: certain aspects of] management’s significant assumptions related to the nature and frequency of future claims.

| | | | December 31, [added: 2025 | | | | | | December 31,] 2024 | | | | | | December 31, 2023 | | |

| Cash and cash equivalents | | | $ | [added: 16,513 | | | | | $ |] 16,139 | | | | | $ | 16,398 | |

| Short-term investments | | | [removed: 20,424] [added: 27,546] | | | | | | [removed: 12,696] [added: 20,424] | | |

| Accounts receivable, net | | | [removed: 4,418] [added: 4,576] | | | | | | [removed: 3,508] [added: 4,418] | | |

| Inventory | | | [removed: 12,017] [added: 12,392] | | | | | | [removed: 13,626] [added: 12,017] | | |

| Prepaid expenses and other current assets | | | [removed: 5,362] [added: 7,615] | | | | | | [removed: 3,388] [added: 5,362] | | |

| Total current assets | | | [removed: 58,360] [added: 68,642] | | | | | | [removed: 49,616] [added: 58,360] | | |

| Operating lease vehicles, net | | | [removed: 5,581] [added: 4,912] | | | | | | [removed: 5,989] [added: 5,581] | | |

| [removed: Solar energy] [added: Energy generation and storage] systems, net | | | [removed: 4,924] [added: 4,604] | | | | | | [removed: 5,229] [added: 4,924] | | |

| Property, plant and equipment, net | | | [removed: 35,836] [added: 40,643] | | | | | | [removed: 29,725] [added: 35,836] | | |

| Operating lease right-of-use assets | | | [removed: 5,160] [added: 6,027] | | | | | | [removed: 4,180] [added: 5,160] | | |

| Digital [removed: assets, net] [added: assets] | | | [removed: 1,076] [added: 1,008] | | | | | | [removed: 184] [added: 1,076] | | |

| Deferred tax assets | | | [removed: 6,524] [added: 6,925] | | | | | | [removed: 6,733] [added: 6,524] | | |

| Other non-current assets | | | [removed: 4,215] [added: 183] | | | | | | [removed: 4,531] [added: 183] | | |

| Total assets | | | $ | [removed: 122,070] [added: 137,806] | | | | | $ | [removed: 106,618] [added: 122,070] | |

| Accounts payable | | | $ | [removed: 12,474] [added: 13,371] | | | | | $ | [removed: 14,431] [added: 12,474] | |

| Accrued liabilities and other | | | [removed: 10,723] [added: 13,279] | | | | | | [removed: 9,080] [added: 10,723] | | |

| Deferred revenue | | | [removed: 3,168] [added: 3,424] | | | | | | [removed: 2,864] [added: 3,168] | | |

| Current portion of debt and finance leases | | | [removed: 2,456] [added: 1,640] | | | | | | [removed: 2,373] [added: 2,456] | | |

| Total current liabilities | | | [removed: 28,821] [added: 31,714] | | | | | | [removed: 28,748] [added: 28,821] | | |

| Debt and finance leases, net of current portion | | | [removed: 5,757] [added: 6,736] | | | | | | [removed: 2,857] [added: 5,757] | | |

| Deferred revenue, net of current portion | | | [removed: 3,317] [added: 3,631] | | | | | | [removed: 3,251] [added: 3,317] | | |

| Other long-term liabilities | | | [removed: 10,495] [added: 12,860] | | | | | | [removed: 8,153] [added: 10,495] | | |

| Total liabilities | | | [removed: 48,390] [added: 54,941] | | | | | | [removed: 43,009] [added: 48,390] | | |

*2025 CEO Performance Award*

As described in Notes 2 and 11 to the consolidated financial statements, the Company granted the 2025 CEO performance award with market, service and performance conditions and a required holding period.

The award consists of 12 tranches of performance-based restricted stock, each containing a market capitalization milestone and an operational milestone that must be met in order for the tranche to vest, in addition to the service condition.

With the assistance of a third-party valuation specialist, management determined the fair value of the award on the grant date, using a Monte Carlo valuation model, which included significant assumptions such as expected share price volatility, illiquidity discount and dilution adjustment.

To estimate the required holding period illiquidity discount applied to the fair value, management utilized significant assumptions relating to expected share price volatility and expected employee tax rate.

The Company recognizes stock-based compensation expense on a straight-line basis over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestones becomes probable.

As of December 31, 2025, the Company had unrecognized stock-based compensation expense of $10.23 billion for the operational milestone that was considered probable of achievement, which will be recognized over 9.7 years, and unrecognized stock-based compensation expense of $105.82 billion to $120.37 billion for the operational milestones that were considered not probable of achievement.

For the year ended December 31, 2025, the Company recorded stock-based compensation expense of $162 million related to the award.

The principal considerations for our determination that performing procedures relating to the 2025 CEO performance award is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the award and determining whether performance conditions are probable; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to expected share price volatility, dilution adjustment, and estimated employee tax rate used in the fair value measurement of the award and evaluating audit evidence related to management's assessment of whether certain performance conditions were probable; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s estimate of fair value of the 2025 CEO performance award, including controls over management’s significant assumptions related to the stock price volatility, dilution adjustment, and estimated employee tax rate, and controls over management’s assessment of the probability of certain performance conditions.

These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data used in the Monte Carlo model, (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by (a) developing an independent estimate of the grant date fair value of the award, including evaluating the appropriateness of management’s significant assumptions related to expected share price volatility, dilution adjustment, and estimated employee tax rate, and (b) comparing the independent estimate to management’s estimate, (iii) testing management's process for determining the achievement of certain performance conditions, and (iv) evaluating the appropriateness of the probability of achievement of certain performance conditions by considering the current, past, and expected future performance of the Company, and whether management's assessment was consistent with evidence obtained in other areas of the audit.

January 28, 2026

| Total other comprehensive income (loss): | | | 1,031 | | | | | | (527) | | | | | | 218 | | |

| Shareholder settlement, net | | | — | | | | | | | | | — | | | | | | — | | | | | | 110 | | | | | | — | | | | | | — | | | | | | 110 | | | | | | — | | | | | | 110 | | |

| Net income | | | 4 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,794 | | | | | | 3,794 | | | | | | 57 | | | | | | 3,851 | | |

| Other comprehensive income | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,031 | | | | | | — | | | | | | 1,031 | | | | | | — | | | | | | 1,031 | | |

| Balance as of December 31, 2025 | | | $ | 58 | | | | | | | | 3,751 | | | | | | $ | 3 | | | | | $ | 42,770 | | | | | $ | 361 | | | | | $ | 39,003 | | | | | $ | 82,137 | | | | | $ | 670 | | | | | $ | 82,807 | |

| Net income | | | $ | 3,855 | | | | | $ | 7,153 | | | | | $ | 14,974 | |

| Proceeds received from directors in shareholder settlement | | | 277 | | | | | | — | | | | | | — | | |

| Payment of legal fees associated with shareholder settlement | | | (176) | | | | | | — | | | | | | — | | |

We are focused on bringing artificial intelligence (“AI”) into the real world, through products and services like Full Self-Driving (“FSD”) (Supervised) and Robotaxi, as well as working to develop and commercialize AI robots (“Bots”) (including Optimus).

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Automotive sales | | | $ | 65,821 | | | | | $ | 72,480 | | | | | $ | 78,509 | |

| Automotive regulatory credits | | | 1,993 | | | | | | 2,763 | | | | | | 1,790 | | |

| Services and other | | | 12,530 | | | | | | 10,534 | | | | | | 8,319 | | |

| Automotive leasing | | | 1,712 | | | | | | 1,827 | | | | | | 2,120 | | |

Customers may purchase subscriptions, including FSD (Supervised) and premium connectivity, after taking delivery of their vehicles.

Revenue from subscriptions is recognized either over time or point in time depending on the nature of contractual terms.

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

In 2025, governmental and regulatory actions, such as OBBBA, have restricted certain regulatory credit programs tied to our products, contributing to the $3.84 billion decrease in our remaining performance obligations as of December 31, 2025 compared to December 31, 2024.

We also sell storage systems to channel partners.

These sales are recognized when the product has been delivered.

Revenue from the sale of such systems is recognized when control transfers, which is when the product has been delivered.

Changes in government and economic incentives or tariffs may impact the transaction price or our ability to execute these existing contracts.

For the arrangements where we are the lessor for energy generation and storage systems, we have determined that these agreements should be accounted for as operating leases.

We record lease revenue from minimum lease payments, assuming all other revenue recognition criteria have been met.

The OBBBA renamed GILTI to NCTI for taxable years beginning after December 31, 2025.

*Equity awards with service and/or performance conditions*

The fair value of restricted stock granted to our CEO with service and/or performance conditions is measured on the grant date based on the closing fair market value of our common stock, adjusted to take into account the illiquidity discount due to any applicable required holding requirement that is in effect post-vesting, less any purchase price or offset amount.

January 29, 2025

| Intangible assets, net | | | 150 | | | | | | 178 | | |

| Goodwill | | | 244 | | | | | | 253 | | |

| Balance as of December 31, 2021 | | | $ | 568 | | | | | | | | 3,100 | | | | | | $ | 3 | | | | | $ | 29,803 | | | | | $ | 54 | | | | | $ | 329 | | | | | $ | 30,189 | | | | | $ | 826 | | | | | $ | 31,015 | |

| Net (loss) income | | | (102) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,556 | | | | | | 12,556 | | | | | | 133 | | | | | | 12,689 | | |

| Other comprehensive loss | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (415) | | | | | | — | | | | | | (415) | | | | | | — | | | | | | (415) | | |

| Purchases of solar energy systems, net of sales | | | (3) | | | | | | (1) | | | | | | (5) | | |

| Proceeds from sales of digital assets | | | — | | | | | | — | | | | | | 936 | | |

| Purchase of intangible assets | | | — | | | | | | — | | | | | | (9) | | |

| Receipt of government grants | | | — | | | | | | — | | | | | | 76 | | |

Costs to obtain a contract mainly relate to commissions for the sale of vehicles.

During the year ended December 31, 2022, we had also recognized $288 million in revenue due to changes in regulation which entitled us to additional consideration for credits sold previously.

Sales of energy storage systems to residential and small-scale commercial customers consist of the installation of the energy storage system and revenue is recognized when control transfers, which is when the product has been delivered or, if we are performing installation, when installed and commissioned.

For revenue arrangements where we are the lessor under operating lease agreements for energy generation and storage products, we record lease revenue from minimum lease payments, including upfront rebates and incentives earned from such systems, on a straight-line basis over the life of the lease term, assuming all other revenue recognition criteria have been met.

These inputs are subjective and generally require significant judgment.

As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to our common stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation of our stock-based awards and the stock-based compensation expense that we will recognize in future periods.

| Less: Buy-outs of noncontrolling interests | | | (39) | | | | | | (2) | | | | | | (27) | | |

| Less: Dilutive convertible debt | | | — | | | | | | — | | | | | | (1) | | |

| Warrants | | | 8 | | | | | | 11 | | | | | | 32 | | |

| Weighted average shares used in computing net income per share of common stock, diluted | | | 3,498 | | | | | | 3,485 | | | | | | 3,475 | | |

Additionally, government rebates can take up to a year or more to be collected depending on the customary processing timelines of the specific jurisdictions issuing them.

As of December 31, 2024 and 2023, government rebates receivable was $315 million and $378 million, respectively, in Accounts receivable, net for the current portion and an immaterial amount and $207 million, respectively, in Other non-current assets for the long-term portion in our consolidated balance sheets.

Periods prior to January 1, 2024 include digital assets at cost, net of impairment losses incurred since their acquisition.

For periods prior to January 1, 2024, impairment losses were recognized within Restructuring and other in the consolidated statements of operations in the period in which the impairment was identified.

Also for periods prior to January 1, 2024, gains were not recorded until realized upon sale(s), at which point they were presented net of any impairment losses for the same digital assets held within Restructuring and other.

In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

*Gigafactory New York—New York State Investment and Lease*

We have a lease through the Research Foundation for the SUNY Foundation with respect to Gigafactory New York.

Under the lease and a related research and development agreement, we are continuing to designate further buildouts at the facility.

We are required to comply with certain covenants, including hiring and cumulative investment targets.

Under the terms of the arrangement, the SUNY Foundation paid for a majority of the construction costs related to the manufacturing facility and the acquisition and commissioning of certain manufacturing equipment; and we are responsible for any construction or equipment costs in excess of such amount (refer to Note 14, *Commitments and Contingencies*).

This incentive reduces the related lease costs of the facility within the Energy generation and storage cost of revenues and operating expense line items in our consolidated statements of operations and was not material for any period presented.

*Gigafactory Shanghai—Land Use Rights and Economic Benefits*

We have an agreement with the local government of Shanghai for land use rights at Gigafactory Shanghai.

Under the terms of the arrangement, we are required to meet a cumulative capital expenditure target and an annual tax revenue target starting at the end of 2023.

In addition, the Shanghai government has granted to our Gigafactory Shanghai subsidiary certain incentives to be used in connection with eligible capital investments at Gigafactory Shanghai (refer to Note 14, *Commitments and Contingencies*).

Incentives that offset costs of our facilities are recorded as a reduction of the cost of the capital investment within the Property, plant and equipment, net line item in our consolidated balance sheets and incentives related to our manufacturing operations are recorded as an offset to cost of revenues in our consolidated statements of operations.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”).][added: Act.]

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report which is included herein.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

The arrangement's expiration date is [removed: June 3, 2025.][added: January 31, 2027.]

*Rule 10b5-1 Trading Arrangements*

On November 17, 2025, Vaibhav Taneja, Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 84,000 shares of our common stock, subject to certain conditions.

On November 26, 2025, Kathleen Wilson-Thompson, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 120,948 shares of our common stock, subject to certain conditions.

The arrangement's expiration date is May 8, 2026.

*Investment in xAI*

On January 16, 2026, following review in a manner consistent with the Board’s fiduciary duties and the Company’s related party transactions policy (the “RPT Policy”), Tesla entered into an agreement to invest approximately $2 billion to acquire shares of Series E Preferred Stock of xAI as part of xAI’s recent publicly-disclosed financing round.

Tesla’s investment was made on market terms consistent with those already received by other investors in the financing, including with respect to price, customary information rights and registration rights.

Completion of the investment is subject to customary limited closing conditions, including applicable regulatory approvals.

As previously disclosed, Tesla and xAI have certain ongoing commercial relationships that are described in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”).

In connection with the investment, Tesla and xAI also entered into certain framework agreement that, among other things, builds upon the existing relationship between Tesla and xAI by providing a framework for evaluating potential collaborations, with any specific projects to be implemented through separate negotiations, all of which will be subject to applicable approval processes (including the RPT Policy) and in a manner consistent with the Board’s fiduciary duties.

As previously disclosed, Tesla shareholders had made a shareholder proposal regarding a potential investment in xAI for Tesla’s 2025 Annual Meeting of Shareholders (the “xAI Proposal”).

The Board did not recommend for or against the xAI Proposal.

As also previously disclosed, at that shareholders’ meeting, more votes were cast in favor of the xAI Proposal than against, but there were also a significant number of shares held by shareholders who abstained.

Because the vote was advisory and no specific transaction was proposed at that time, the Board determined and disclosed in the 2025 Proxy Statement that it would examine next steps in light of the voting results (including the number of abstentions) and retain responsibility for any decisions regarding a potential investment in xAI, which would be evaluated under the RPT Policy.

The 2025 Proxy Statement also disclosed that the Board would ultimately determine and implement strategies related to artificial intelligence (including any potential investment in xAI) in a manner consistent with its fiduciary duties and the RPT Policy, all of which it did in approving the xAI investment.

On December 6, 2024, Ira Ehrenpreis, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential exercise of options to purchase 761,961 shares of our common stock, and the subsequent sale of our common stock subject to certain conditions, in amounts sufficient to cover tax withholding obligations and yield aggregate net proceeds to Mr. Ehrenpreis of $15 million, after payment of commissions and fees.

The information required by this Item 10 of Form 10-K will be included in our [removed: 2025 Proxy Statement] [added: proxy statement] to be filed with the [removed: Securities and Exchange Commission] [added: SEC] in connection with the solicitation of proxies for our [removed: 2025] [added: 2026] Annual Meeting of [removed: Stockholders] [added: Shareholders (the “2026 Proxy Statement”)] and is incorporated herein by reference.

The [removed: 2025] [added: 2026] Proxy Statement will be filed with the [removed: Securities and Exchange Commission] [added: SEC] within 120 days after the end of the fiscal year to which this report relates.

The information required by this Item 11 of Form 10-K will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item 12 of Form 10-K will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 of Form 10-K will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

INDEX TO [removed: EXHIBITS][added: EXHIBITS(1)]

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

| 3.2 | | | | | | [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] [added: 8-K] | | | | | | 001-34756 | | | | | | [removed: 3.2] [added: 3.1] | | | | | | [removed: July 24, 2024] [added: May 16, 2025] | | | | | | | | |

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

| [removed: 4.15] [added: 4.16] | | | | | | [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 | | | | | | 001-34756 | | | | | | 4.1 | | | | | | May 22, 2013 | | | | | | | | |

| [removed: 4.72] [added: 4.17] | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 10.1 | | | | | | [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] [added: 8-K] | | | | | | [removed: 333-164593] [added: 3000-34756] | | | | | | 10.1 | | | | | | [removed: June 15, 2010] [added: September 5, 2025] | | | | | | | | |

| 10.9 | | | | | | [Form of Stock Option Agreement [removed: under 2019] [added: under](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm) [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex109.htm) [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] | | | | | | [removed: 333-232079] | | | | | | [removed: 4.3] | | | | | | [removed: June 12, 2019] | | | | | | [added: X] | | |

| 10.10 | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: under 2019] [added: under](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm) [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1318605/000162828026003952/tsla-2025x12x31xex1010.htm) [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] | | | | | | [removed: 333-232079] | | | | | | [removed: 4.4] | | | | | | [removed: June 12, 2019] | | | | | | [added: X] | | |

| [removed: 10.30†] [added: 10.18†] | | | | | | [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 | | | | | | 001-34756 | | | | | | 10.1 | | | | | | August 7, 2015 | | | | | | | | |

| [removed: 10.44††] [added: 10.19††] | | | | | | [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/0001318605/000156459019026445/tsla-ex102_737.htm) | | | | | | 10-Q | | | | | | 001-34756 | | | | | | 10.2 | | | | | | July 29, 2019 | | | | | | | | |

| [removed: 10.45] [added: 10.20] | | | | | | [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 | | | | | | 001-34756 | | | | | | 10.59 | | | | | | January 31, 2023 | | | | | | | | |

| 19 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex19.htm) | | | | | | [removed: —] [added: 10-K] | | | | | | [removed: —] [added: 001-34756] | | | | | | [removed: —] [added: 19] | | | | | | [removed: —] [added: January 30, 2025] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 23.1 | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 31.1 | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 31.2 | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 32.1* | | | | | | [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)] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

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

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

| 10.16 | | | | | | [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 | | | | | | 001-34756 | | | | | | 10.1 | | | | | | August 4, 2025 | | | | | | | | |

| 10.17 | | | | | | [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 | | | | | | 333-291402 | | | | | | 4.4 | | | | | | November 10, 2025 | | | | | | | | |

(1)The Registrant has excluded from the exhibits long-term debt that does not exceed 10 percent of the Company’s total assets and agrees to furnish a copy of the instrument to the Commission upon request.

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

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

| 4.16 | | | | | | [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) | | | | | | 333-199321 | | | | | | 4.1 | | | | | | October 15, 2014 | | | | | | | | |

| 4.17 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.3 | | | | | | March 9, 2015 | | | | | | | | |

| 4.18 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | March 9, 2015 | | | | | | | | |

| 4.19 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | March 19, 2015 | | | | | | | | |

| 4.20 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | March 19, 2015 | | | | | | | | |

| 4.21 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | March 26, 2015 | | | | | | | | |

| 4.22 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | March 26, 2015 | | | | | | | | |

| 4.23 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 2, 2015 | | | | | | | | |

| 4.24 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 9, 2015 | | | | | | | | |

| 4.25 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 9, 2015 | | | | | | | | |

| 4.26 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 14, 2015 | | | | | | | | |

| 4.27 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 14, 2015 | | | | | | | | |

| 4.28 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.3 | | | | | | April 21, 2015 | | | | | | | | |

| 4.29 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | April 21, 2015 | | | | | | | | |

| 4.30 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 27, 2015 | | | | | | | | |

| 4.31 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 27, 2015 | | | | | | | | |

| 4.32 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 1, 2015 | | | | | | | | |

| 4.33 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | May 1, 2015 | | | | | | | | |

| 4.34 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 11, 2015 | | | | | | | | |

| 4.35 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 11, 2015 | | | | | | | | |

| 4.36 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 18, 2015 | | | | | | | | |

| 4.37 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 18, 2015 | | | | | | | | |

| 4.38 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 26, 2015 | | | | | | | | |

| 4.39 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 26, 2015 | | | | | | | | |

| 4.40 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | June 16, 2015 | | | | | | | | |

| 4.41 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 16, 2015 | | | | | | | | |

| 4.42 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | June 23, 2015 | | | | | | | | |

| 4.43 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 23, 2015 | | | | | | | | |

| 4.44 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 29, 2015 | | | | | | | | |

| 4.45 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | June 29, 2015 | | | | | | | | |

| 4.46 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | July 21, 2015 | | | | | | | | |

| 4.47 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | July 21, 2015 | | | | | | | | |

| 4.48 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | July 31, 2015 | | | | | | | | |

| 4.49 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | July 31, 2015 | | | | | | | | |

| 4.50 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | August 10, 2015 | | | | | | | | |

| 4.51 | | | | | | [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) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | August 17, 2015 | | | | | | | | |

| [removed: Date: January 29, 2025] | | | /s/ Elon Musk | | |

| /s/ Elon Musk | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Vaibhav Taneja | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Robyn Denholm | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Ira Ehrenpreis | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Joseph Gebbia | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ James Murdoch | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Kimbal Musk | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ JB Straubel | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| /s/ Kathleen Wilson-Thompson | | | | | | Director | | | | | | January [removed: 29, 2025] [added: 28, 2026] | | |

| Date: January 28, 2026 | | | | | |

| /s/ Jack Hartung | | | | | | Director | | | | | | January 28, 2026 | | |

| Jack Hartung | | | | | | | | | | | | | | |

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

| | | | | | |