A Dark Vector Cognition product

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

29K characters. Original on sec.gov ·

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)

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

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

INDEX TO EXHIBITS(1)

Exhibit NumberIncorporated by ReferenceFiled Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
3.1Certificate of Formation of the Registrant10-Q001-347563.1July 24, 2024
3.2Amended and Restated Bylaws of the Registrant.8-K001-347563.1May 16, 2025
4.1Specimen common stock certificate of the Registrant.10-K001-347564.1January 30, 2025
4.2Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1333-1645934.2January 29, 2010
4.3Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2AMay 27, 2010
4.4Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2BMay 27, 2010
4.5Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2CJune 15, 2010
4.6Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.8-K001-347564.1November 4, 2010
Exhibit NumberIncorporated by ReferenceFiled Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.7Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1744664.2EJune 2, 2011
4.8Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.8-K001-347564.1June 1, 2011
4.9Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named therein.8-K001-347564.1May 20, 2013
4.10Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.2May 20, 2013
4.11Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1August 19, 2015
4.12Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1May 24, 2016
4.13Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1March 17, 2017
4.14Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 1, 2019, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1May 3, 2019
4.15Voting Agreement, dated as of September 3, 20258-K001-3475610.3November 7, 2025
4.16Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association.8-K001-347564.1May 22, 2013
4.17Description of Registrant’s Securities————X
Exhibit NumberIncorporated by ReferenceFiled Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.1**Form of Indemnification Agreement between the Registrant and its directors and officers.8-K3000-3475610.1September 5, 2025
10.2**2003 Equity Incentive Plan.S-1/A333-16459310.2May 27, 2010
10.3**Form of Stock Option Agreement under 2003 Equity Incentive Plan.S-1333-16459310.3January 29, 2010
10.4**Amended and Restated 2010 Equity Incentive Plan.10-K001-3475610.4February 23, 2018
10.5**Form of Stock Option Agreement under 2010 Equity Incentive Plan.10-K001-3475610.6March 1, 2017
10.6**Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan.10-K001-3475610.7March 1, 2017
10.7**Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017.10-K001-3475610.8March 1, 2017
10.8**Tesla, Inc. Amended and Restated 2019 Equity Incentive Plan8-K001-3475610.1November 7, 2025
10.9**Form of Stock Option Agreement under Amended and Restated 2019 Equity Incentive Plan.X
10.10**Form of Restricted Stock Unit Award Agreement under Amended and Restated 2019 Equity Incentive Plan.X
10.11**Employee Stock Purchase Plan, effective as of June 12, 2019.S-8333-2320794.5June 12, 2019
10.12**2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.S-1(1)333-18431710.3October 5, 2012
10.13**Offer Letter between the Registrant and Elon Musk dated October 13, 2008.S-1333-16459310.9January 29, 2010
10.14**Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018.DEF 14A001-34756Appendix AFebruary 8, 2018
10.15Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R. Musk.10-Q001-3475610.4July 28, 2020
Exhibit NumberIncorporated by ReferenceFiled Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.16**2025 CEO Interim Restricted Stock Agreement, dated August 3, 20258-K001-3475610.1August 4, 2025
10.17**Tesla, Inc. 2025 CEO Performance Award Agreement, dated as of September 3, 2025S-8333-2914024.4November 10, 2025
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.10-Q001-3475610.1August 7, 2015
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).10-Q001-3475610.2July 29, 2019
10.20Credit 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 Agent10-K001-3475610.59January 31, 2023
19Insider Trading Policy10-K001-3475619January 30, 2025
21.1List of Subsidiaries of the Registrant————X
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm————X
31.1Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer————X
31.2Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer————X
32.1*Section 1350 Certifications————X
97Tesla, Inc. Clawback Policy10-K001-3475697January 29, 2024
101.INSInline XBRL Instance Document————X
Exhibit NumberIncorporated by ReferenceFiled Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
101.SCHInline XBRL Taxonomy Extension Schema Document————X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.————X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document————X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document————X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document————X
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Furnished herewith

**Indicates a management contract or compensatory plan or arrangement

†Confidential treatment has been requested for portions of this exhibit

††Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

(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.

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY