Tesla, Inc.
TSLA10-K/A,fiscal year ended Dec 31, 2025,filed Apr 30, 2026,Original on SEC.gov (opens in a new tab)
4 of 4 risk excerpts located in the filing text
Coverage details
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The Print
Tesla's Amendment No. 1 to its FY2025 Form 10-K adds Part III governance and executive compensation disclosure, including a $158.4B reported 2025 total compensation figure for CEO Elon Musk tied to the 2025 CEO Performance Award and the forfeited 2025 CEO Interim Award.
This Amendment No. 1 was filed solely to add Part III Items 10 through 14 (directors, executive officers, corporate governance, executive compensation, security ownership, related-person transactions and principal accountant fees) that the Original Form 10-K omitted in reliance on General Instruction G(3), to delete the proxy-statement incorporation-by-reference language from the cover, and to file new Rule 12b-15 certifications. The Amendment states it does not otherwise change or update the Original Form 10-K disclosures and, except as noted, does not reflect events occurring after the Original Form 10-K filing.
- The 2025 CEO Performance Award covers 423,743,904 performance-based restricted shares across 12 tranches tied to market-capitalization milestones from $2.0 trillion to $8.5 trillion and operational milestones; none of the tranches had become Earned Shares as of the filing.
- The 2025 CEO Interim Award of 96,000,000 restricted shares (grant-date fair value $26.1B) was forfeited in its entirety in April 2026 after the Delaware Supreme Court reinstated the 2018 CEO Performance Award.
- The 2018 CEO Performance Award's 303,960,630 options (exercise price $23.34 per share) have vested and become exercisable; the April 2026 Implementation Agreement imposes a service-based vesting condition through January 19, 2028 and a five-year holding period.
- The 2025 say-on-pay vote received approximately 70% support; the Compensation Committee decided to retain the overall approach to executive compensation.
Results That Matter
- Revenue
- Current period
- $28.2B
- Prior period
- $22.4B
- Change
- +26.1%
XBRL standardized financial data reports revenue of $28,236,000,000 for the period ended 2026-06-30 versus $22,387,000,000 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. - Net Income
- Current period
- $1.1B
- Prior period
- $477.0M
- Change
- +133.5%
XBRL standardized financial data reports net income of $1,114,000,000 for the period ended 2026-06-30 versus $477,000,000 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. - EPS (Basic)
- Current period
- 0.34
- Prior period
- 0.15
- Change
- +126.7%
XBRL standardized financial data reports basic EPS of 0.34 for the period ended 2026-06-30 versus 0.15 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. - Net Margin
- Current period
- 3.9%
- Prior period
- 2.1%
- Change
- +1.8 ppts
XBRL standardized financial data reports net margin of 3.9% for the period ended 2026-06-30 versus 2.1% for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change.
| Metric | Current Period | Prior Period | Change | Investor Takeaway |
|---|---|---|---|---|
| $28.2B | $22.4B | +26.1% | XBRL standardized financial data reports revenue of $28,236,000,000 for the period ended 2026-06-30 versus $22,387,000,000 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. | |
| $1.1B | $477.0M | +133.5% | XBRL standardized financial data reports net income of $1,114,000,000 for the period ended 2026-06-30 versus $477,000,000 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. | |
| 0.34 | 0.15 | +126.7% | XBRL standardized financial data reports basic EPS of 0.34 for the period ended 2026-06-30 versus 0.15 for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. | |
| 3.9% | 2.1% | +1.8 ppts | XBRL standardized financial data reports net margin of 3.9% for the period ended 2026-06-30 versus 2.1% for the period ended 2026-03-31; the filing excerpts provided do not include MD&A narrative explaining the change. |
Earnings Quality & Cash Conversion
The filing excerpts provided do not include the consolidated statements of operations or MD&A discussion of unusual or one-time items for the periods covered by the XBRL standardized financial data. The Amendment's compensation disclosure separately reports that the 2025 CEO Interim Award of 96,000,000 restricted shares, with a grant-date fair value of $26,060,160,000, was forfeited in its entirety in April 2026, and that the 2025 CEO Performance Award carries a maximum grant date fair value of $132,298,849,867 assuming all performance conditions will be achieved.
Value Drivers & Capital Allocation
Return on assets 0.8% (prior 0.3%) (period net income / period-end assets, not annualized).
Forward Signals
The filing excerpts provided do not include forward-looking financial guidance. The Amendment states that the Compensation Discussion and Analysis contains forward-looking statements based on current considerations, expectations and determinations regarding future compensation programs, and that actual compensation amounts and programs may differ materially.
Known trends
- The 2025 CEO Performance Award's 12 tranches require market-capitalization milestones from $2.0 trillion to $8.5 trillion and operational milestones including 20 million Tesla vehicles delivered, 10 million active FSD subscriptions, 1 million bots delivered, 1 million Robotaxis in commercial operation, and Adjusted EBITDA thresholds from $50 billion to $400 billion; none of the tranches had become Earned Shares as of the filing.
Subsequent events
- On April 21, 2026, the disinterested directors of the Board approved the determination that the final order and judgment allowing Mr. Elon Musk to exercise the 2018 CEO Performance Award in full constituted a Tornetta Decision Event, resulting in the forfeiture of the 2025 CEO Interim Award by Mr. Musk on April 21, 2026.
- On April 21, 2026, the Board approved the Company's entry into the Implementation Agreement with Mr. Musk implementing a process for his exercise of the 2018 CEO Performance Award.
“Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award on December 19, 2025, reversing the Delaware Court of Chancery (the “Court of Chancery”) decision purporting to rescind the 2018 CEO Performance Award and the Court of Chancery’s final order on March 18, 2026 implementing such reversal, on April 21, 2026, the disinterested directors of the Board (with Mr. Elon Musk and Mr. Kimbal Musk recused), acting as administrator of the 2025 CEO Interim Award, approved the determination that the final order and judgment allowing Mr. Elon Musk to exercise the 2018 CEO Performance Award in full constituted a Tornetta Decision Event, resulting in the forfeiture of the 2025 CEO Interim Award by Mr. Musk on April 21, 2026.”
Tesla, Inc. (Compensation Discussion and Analysis)
Risks
Excerpts are the filing’s own words; each heading is the start of its excerpt. Selected excerpts are not a complete risk inventory.
None of the tranches have become Earned Shares
None of the tranches have become Earned Shares.
The 2025 CEO Interim Award was forfeited in its entirety in April 2026
The 2025 CEO Interim Award was forfeited in its entirety in April 2026.
The partial judgment remains subject to appeal and various post-trial proceedings…
The partial judgment remains subject to appeal and various post-trial proceedings, including post-judgment motions for judgment as a matter of law and for a new trial, which are scheduled to be filed on May 1, 2026.
all 12 of the 12 tranches under the 2018 CEO Performance Award, corresponding to options to purchase…
all 12 of the 12 tranches under the 2018 CEO Performance Award, corresponding to options to purchase an aggregate 303,960,630 shares of Tesla’s common stock, have vested and become exercisable, subject to Mr. Musk’s payment of the exercise price of $23.34 per share.
4 of 4 excerpts located in the filing text
Balance Sheet & Liquidity
Leverage: This filing's standardized financial data reports no debt balance under a concept whose scope can be verified. That is an unestablished scope, not zero debt and not a net cash position; no total debt, net debt or debt-to-equity figure is stated.
Liquidity: XBRL standardized financial data reports cash and equivalents of $15,219,000,000 at 2026-06-30 versus $16,603,000,000 at 2026-03-31; the filing excerpts provided do not include available credit facilities or a runway assessment.
Working capital: The filing excerpts provided do not include a classified balance sheet with current assets and current liabilities for the periods covered by the XBRL standardized financial data, so working capital and the current ratio are not disclosed.
Maturities & covenants
- Not disclosed—the filing excerpts provided do not include debt maturity schedules or covenant terms.
Notable Footnotes
| Item | Impact |
|---|---|
| 2025 CEO Performance Award grant date fair value | The maximum grant date fair value attributed to the 2025 CEO Performance Award, assuming all performance conditions will be achieved, is $132,298,849,867; any shares that vest will be offset by a number of shares equal to $334.09 per vested share unless Mr. Musk elects to pay such offset amount in cash. |
| 2018 CEO Performance Award litigation outcome | On December 19, 2025, the Delaware Supreme Court reversed the Court of Chancery's judgment rescinding the 2018 CEO Performance Award, held that the rescission was improper, awarded Tesla nominal damages of $1, and reduced the attorneys' fee award; on March 18, 2026, the Court of Chancery entered its Amended Final Order and Judgment awarding Tesla $1 in nominal damages and plaintiff's counsel approximately $65 million inclusive of all fees, costs and post-trial interest. |
| Detroit Settlement Agreement attorneys' fee award | In a January 13, 2025 final judgment, the Court of Chancery approved the Detroit Settlement Agreement and, over Tesla's objection, awarded plaintiff's counsel fees of approximately $176 million; on January 30, 2026, the Delaware Supreme Court reduced the attorneys' fee award from $176 million to $71 million and affirmed the Court of Chancery's approval of the settlement. |
| Pay ratio disclosure | Mr. Musk's 2025 annual total compensation as reported under the Summary Compensation Table was $158,359,009,867, the vast majority of which reflects an accounting-driven valuation for the 2025 CEO Performance Award; the median 2025 annual total compensation of all other qualifying employees was $62,786, producing a ratio of 2,522,203:1, while using Total CEO realized compensation for 2025 the ratio was 0.00:1. |
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