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Item 9A. Controls and Procedures

2024-01-29 compared with 2023-01-31 · 280 added, 252 removed, 134 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

1 unchanged sentence

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2023, 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

1 unchanged sentence

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

5 unchanged sentences

OTHER INFORMATION

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, 2023, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

On October 23, 2023 , Robyn Denholm , one of our director s, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 281,116 shares of our common stock, subject to certain conditions.

The trading arrangement covers stock options that expire in August 2024.

The arrangement's expiration date is August 16, 2024.

On November 13, 2023 , Andrew Baglino , Senior Vice President , Powertrain and Energy Engineering, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 115,500 shares of our common stock, subject to certain conditions.

The arrangement's expiration date is December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

16 unchanged sentences

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Description

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of the Registrant.

March 1, 2017

10-K 001-34756 3.1 March 1, 2017

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.

March 1, 2017

10-K 001-34756 3.2 March 1, 2017

3.3 Amended and Restated Bylaws of the Registrant.

February 1, 2017

8-K 001-34756 3.1 April 5, 2023

4.1 Specimen common stock certificate of the Registrant.

March 1, 2017

Fifth 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.

January 29, 2010

Amendment 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.

Amendment to Fifth Amended and Restated Investors’

Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein.

Amendment 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.

June 15, 2010

Amendment 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.

November 4, 2010

Waiver 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.

Amendment 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.

Sixth 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.

Incorporated by Reference

Exhibit Description

Waiver 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.

Waiver 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.

August 19, 2015

Waiver 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.

Waiver 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.

March 17, 2017

Waiver 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.

10-K 001-34756 4.1 March 1, 2017

4.2 Fifth 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-1 333-164593 4.2 January 29, 2010

4.3 Amendment 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/A 333-164593 4.2A May 27, 2010

4.4 Amendment 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/A 333-164593 4.2B May 27, 2010

4.5 Amendment 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/A 333-164593 4.2C June 15, 2010

4.6 Amendment 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-K 001-34756 4.1 November 4, 2010

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.7 Waiver 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/A 333-174466 4.2E June 2, 2011

4.8 Amendment 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-K 001-34756 4.1 June 1, 2011

4.9 Sixth 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-K 001-34756 4.1 May 20, 2013

4.10 Waiver 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-K 001-34756 4.2 May 20, 2013

4.11 Waiver 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-K 001-34756 4.1 August 19, 2015

4.12 Waiver 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-K 001-34756 4.1 May 24, 2016

4.13 Waiver 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-K 001-34756 4.1 March 17, 2017

4.14 Waiver 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-K 001-34756 4.1 May 3, 2019

4.15 Indenture, dated as of May 22, 2013, by and between the Registrant and U.S.

Bank National Association.

Fourth Supplemental Indenture, dated as of March 22, 2017, by and between the Registrant and U.S.

Bank National Association.

March 22, 2017

Form of 2.375% Convertible Senior Note Due March 15, 2022 (included in Exhibit 4.18).

March 22, 2017

8-K 001-34756 4.1 May 22, 2013

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.16 Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S.

Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024.

8-K 001-34756 4.2 May 8, 2019

4.17 Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.

Incorporated by Reference

Exhibit Description

8-K 001-34756 4.2 May 8, 2019

4.18 Indenture, dated as of October 15, 2014, between SolarCity and U.S.

Bank National Association, as trustee.

October 15, 2014

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.

March 9, 2015

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.

March 9, 2015

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.

March 19, 2015

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.

March 19, 2015

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.

March 26, 2015

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.

March 26, 2015

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.

April 2, 2015

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.

April 9, 2015

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.

April 9, 2015

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.

April 14, 2015

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.

April 14, 2015

Incorporated by Reference

Exhibit Description

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.

April 21, 2015

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.

April 21, 2015

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.

April 27, 2015

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.

April 27, 2015

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.

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.

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 .

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.

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.

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.

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.

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.

Incorporated by Reference

Exhibit Description

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.

June 16, 2015

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.

June 16, 2015

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.

June 23, 2015

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 .

June 23, 2015

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.

June 29, 2015

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.

June 29, 2015

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.

July 21, 2015

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.

July 21, 2015

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.

July 31, 2015

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.

July 31, 2015

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.

August 10, 2015

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.

August 17, 2015

Incorporated by Reference

Exhibit Description

One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15.

August 24, 2015

One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C97-15.

August 31, 2015

One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C101-10.

September 15, 2015

One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C102-15.

September 15, 2015

One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C106-10.

September 29, 2015

One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C107-15.

September 29, 2015

One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C111-10.

October 13, 2015

One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10.

October 30, 2015

One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/26-15.

October 30, 2015

One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C116-10.

November 4, 2015

Incorporated by Reference

Exhibit Description

One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C121-10.

November 17, 2015

One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C122-15.

November 17, 2015

One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C126-10.

November 30, 2015

One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C127-15.

November 30, 2015

One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C131-10.

December 14, 2015

One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C132-15.

December 14, 2015

One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10.

December 28, 2015

One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C137-15.

December 28, 2015

One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2016/4-10.

January 29, 2016

One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2016/5-15.

January 29, 2016

Description of Registrant’s Securities

February 13, 2020

Incorporated by Reference

Exhibit Description

S-3ASR(1) 333-199321 4.1 October 15, 2014

4.19 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.

8-K(1) 001-35758 4.3 March 9, 2015

4.20 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.

8-K(1) 001-35758 4.4 March 9, 2015

4.21 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.

8-K(1) 001-35758 4.5 March 19, 2015

4.22 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.

8-K(1) 001-35758 4.6 March 19, 2015

4.23 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.

8-K(1) 001-35758 4.5 March 26, 2015

4.24 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.

8-K(1) 001-35758 4.6 March 26, 2015

4.25 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.

8-K(1) 001-35758 4.5 April 2, 2015

4.26 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.

8-K(1) 001-35758 4.5 April 9, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.27 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.

8-K(1) 001-35758 4.6 April 9, 2015

4.28 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.

8-K(1) 001-35758 4.5 April 14, 2015

4.29 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.

8-K(1) 001-35758 4.6 April 14, 2015

4.30 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.

8-K(1) 001-35758 4.3 April 21, 2015

4.31 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.

8-K(1) 001-35758 4.4 April 21, 2015

4.32 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.

8-K(1) 001-35758 4.5 April 27, 2015

4.33 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.

8-K(1) 001-35758 4.6 April 27, 2015

4.34 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.

8-K(1) 001-35758 4.5 May 1, 2015

4.35 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.

8-K(1) 001-35758 4.6 May 1, 2015

4.36 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 .

8-K(1) 001-35758 4.4 May 11, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.37 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.

8-K(1) 001-35758 4.5 May 11, 2015

4.38 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.

8-K(1) 001-35758 4.4 May 18, 2015

4.39 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.

8-K(1) 001-35758 4.5 May 18, 2015

4.40 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.

8-K(1) 001-35758 4.4 May 26, 2015

4.41 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.

8-K(1) 001-35758 4.5 May 26, 2015

4.42 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.

8-K(1) 001-35758 4.4 June 16, 2015

4.43 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.

8-K(1) 001-35758 4.5 June 16, 2015

4.44 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.

8-K(1) 001-35758 4.4 June 23, 2015

4.45 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 .

8-K(1) 001-35758 4.5 June 23, 2015

4.46 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.

8-K(1) 001-35758 4.5 June 29, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.47 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.

8-K(1) 001-35758 4.6 June 29, 2015

4.48 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.

8-K(1) 001-35758 4.5 July 21, 2015

4.49 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.

8-K(1) 001-35758 4.6 July 21, 2015

4.50 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.

8-K(1) 001-35758 4.5 July 31, 2015

4.51 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.

8-K(1) 001-35758 4.6 July 31, 2015

4.52 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.

8-K(1) 001-35758 4.5 August 10, 2015

4.53 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.

8-K(1) 001-35758 4.6 August 17, 2015

4.54 One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15.

8-K(1) 001-35758 4.6 August 24, 2015

4.55 One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C97-15.

8-K(1) 001-35758 4.6 August 31, 2015

4.56 One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C101-10.

8-K(1) 001-35758 4.5 September 15, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.57 One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C102-15.

8-K(1) 001-35758 4.6 September 15, 2015

4.58 One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C106-10.

8-K(1) 001-35758 4.5 September 29, 2015

4.59 One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C107-15.

8-K(1) 001-35758 4.6 September 29, 2015

4.60 One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C111-10.

8-K(1) 001-35758 4.5 October 13, 2015

4.61 One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10.

8-K(1) 001-35758 4.5 October 30, 2015

4.62 One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/26-15.

8-K(1) 001-35758 4.6 October 30, 2015

4.63 One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C116-10.

8-K(1) 001-35758 4.5 November 4, 2015

4.64 One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C121-10.

8-K(1) 001-35758 4.5 November 17, 2015

4.65 One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C122-15.

8-K(1) 001-35758 4.6 November 17, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

4.66 One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C126-10.

8-K(1) 001-35758 4.5 November 30, 2015

4.67 One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C127-15.

8-K(1) 001-35758 4.6 November 30, 2015

4.68 One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C131-10.

8-K(1) 001-35758 4.5 December 14, 2015

4.69 One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C132-15.

8-K(1) 001-35758 4.6 December 14, 2015

4.70 One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10.

8-K(1) 001-35758 4.5 December 28, 2015

4.71 One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C137-15.

8-K(1) 001-35758 4.6 December 28, 2015

4.72 One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2016/4-10.

8-K(1) 001-35758 4.5 January 29, 2016

4.73 One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2016/5-15.

8-K(1) 001-35758 4.6 January 29, 2016

4.74 Description of Registrant’s Securities

10-K 001-34756 4.119 February 13, 2020

10.1** Form of Indemnification Agreement between the Registrant and its directors and officers.

June 15, 2010

S-1/A 333-164593 10.1 June 15, 2010

10.2** 2003 Equity Incentive Plan.

S-1/A 333-164593 10.2 May 27, 2010

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.3** Form of Stock Option Agreement under 2003 Equity Incentive Plan.

January 29, 2010

S-1 333-164593 10.3 January 29, 2010

10.4** Amended and Restated 2010 Equity Incentive Plan.

February 23, 2018

10-K 001-34756 10.4 February 23, 2018

10.5** Form of Stock Option Agreement under 2010 Equity Incentive Plan.

March 1, 2017

10-K 001-34756 10.6 March 1, 2017

10.6** Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan.

March 1, 2017

10-K 001-34756 10.7 March 1, 2017

10.7** Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017.

March 1, 2017

10-K 001-34756 10.8 March 1, 2017

10.8** 2019 Equity Incentive Plan.

June 12, 2019

S-8 333-232079 4.2 June 12, 2019

10.9** Form of Stock Option Agreement under 2019 Equity Incentive Plan.

June 12, 2019

S-8 333-232079 4.3 June 12, 2019

10.10** Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan.

June 12, 2019

S-8 333-232079 4.4 June 12, 2019

10.11** Employee Stock Purchase Plan, effective as of June 12, 2019.

June 12, 2019

S-8 333-232079 4.5 June 12, 2019

10.12** 2007 SolarCity Stock Plan and form of agreements used thereunder.

October 5, 2012

S-1(1) 333-184317 10.2 October 5, 2012

10.13** 2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.

October 5, 2012

S-1(1) 333-184317 10.3 October 5, 2012

10.14** 2010 Zep Solar, Inc.

Equity Incentive Plan and form of agreements used thereunder.

December 20, 2013

S-8(1) 333-192996 4.5 December 20, 2013

10.15** Offer Letter between the Registrant and Elon Musk dated October 13, 2008.

January 29, 2010

S-1 333-164593 10.9 January 29, 2010

10.16** Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018.

February 8, 2018

DEF 14A 001-34756 Appendix A February 8, 2018

10.17** Maxwell Technologies, Inc.

2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010

8-K(2) 001-15477 10.1 May 10, 2010

10.18** Maxwell Technologies, Inc.

2013 Omnibus Equity Incentive Plan

DEF 14A(2) 001-15477 Appendix A June 2, 2017

10.19 Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R.

July 28, 2020

10-Q 001-34756 10.4 July 28, 2020

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.20 Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P.

Morgan Securities LLC.

March 5, 2014

8-K 001-34756 10.1 March 5, 2014

10.21 Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.

March 5, 2014

Incorporated by Reference

Exhibit Description

8-K 001-34756 10.3 March 5, 2014

10.22 Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.

March 5, 2014

8-K 001-34756 10.5 March 5, 2014

10.23 Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024 .

8-K 001-34756 10.1 May 3, 2019

10.24 Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.

8-K 001-34756 10.2 May 3, 2019

10.25† Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011.

February 27, 2012

10-K 001-34756 10.50 February 27, 2012

10.26† Amendment No.

1 to Supply Agreement between Panasonic Corporation and the Registrant dated October 29, 2013.

February 26, 2014

10-K 001-34756 10.35A February 26, 2014

10.27 Agreement between Panasonic Corporation and the Registrant dated July 31, 2014.

November 7, 2014

10-Q 001-34756 10.1 November 7, 2014

10.28† General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014.

October 11, 2016

8-K 001-34756 10.2 October 11, 2016

10.29 Letter Agreement, dated as of February 24, 2015, regarding addition of co-party to General Terms and Conditions, Production Pricing Agreement and Investment Letter Agreement between Panasonic Corporation and the Registrant.

February 24, 2016

10-K 001-34756 10.25A February 24, 2016

10.30† Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of North America.

October 11, 2016

8-K 001-34756 10.1 October 11, 2016

10.31†† Amended and Restated General Terms and Conditions for Gigafactory, entered into on June 10, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America .

July 28, 2020

10-Q 001-34756 10.2 July 28, 2020

10.32† Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.

November 7, 2014

10-Q 001-34756 10.3 November 7, 2014

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.33† Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.

November 7, 2014

Incorporated by Reference

Exhibit Description

10-Q 001-34756 10.4 November 7, 2014

10.34 Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America.

10-Q 001-34756 10.2 May 10, 2016

10.35†† 2019 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed September 20, 2019, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and SANYO Electric Co., Ltd.

October 29, 2019

10-Q 001-34756 10.6 October 29, 2019

10.36†† 2020 Pricing Agreement (Gigafactory 2170 Cells), entered into on June 9, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America .

July 28, 2020

10-Q 001-34756 10.3 July 28, 2020

10.37†† 2021 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed December 29, 2020, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation of North America and SANYO Electric Co., Ltd.

February 8, 2021

10-K 001-34756 10.39 February 8, 2021

10.38†† Amended and Restated Factory Lease, executed as of March 26, 2019, by and between the Registrant and Panasonic Energy North America, a division of Panasonic Corporation of North America, as tenant.

July 29, 2019

10-Q 001-34756 10.3 July 29, 2019

10.39†† Lease Amendment, executed September 20, 2019, by and among the Registrant, Panasonic Corporation of North America, on behalf of its division Panasonic Energy of North America, with respect to the Amended and Restated Factory Lease, executed as of March 26, 2019.

October 29, 2019

10-Q 001-34756 10.7 October 29, 2019

10.40†† Second Lease Amendment, entered into on June 9, 2020, by and between the Registrant and Panasonic Energy of North America, a division of Panasonic Corporation of North America, with respect to the Amended and Restated Factory Lease dated January 1, 2017 .

July 28, 2020

Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc.

10-Q 001-34756 10.1 July 28, 2020

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.41 Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc.

and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.

April 3, 2019

Incorporated by Reference

Exhibit Description

First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc.

S-4/A 333-229749 10.68 April 3, 2019

10.42 First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc.

and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.

February 8, 2021

10-K 001-34756 10.44 February 8, 2021

10.43† 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.

August 7, 2015

and the State of Nevada, acting by and through the Nevada Governor’s Office of Economic Development.

10-Q 001-34756 10.1 August 7, 2015

10.44 Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co.

1 unchanged sentence

LLC as representatives of the several initial purchasers named therein.

August 23, 2017

8-K 001-34756 10.1 August 23, 2017

10.45 Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 2, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

November 6, 2014

10-Q(1) 001-35758 10.16 November 6, 2014

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.46 First Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 31, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

February 24, 2015

10-K(1) 001-35758 10.16a February 24, 2015

10.47 Second Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 15, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

February 24, 2015

Incorporated by Reference

Exhibit Description

10-K(1) 001-35758 10.16b February 24, 2015

10.48 Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

10-Q(1) 001-35758 10.16c May 6, 2015

10.49 Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.

10-Q(1) 001-35758 10.16d May 6, 2015

10.50 Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.

July 30, 2015

10-Q(1) 001-35758 10.16e July 30, 2015

10.51 Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.

October 30, 2015

10-Q(1) 001-35758 10.16f October 30, 2015

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.52 Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC .

October 30, 2015

10-Q(1) 001-35758 10.16g October 30, 2015

10.53 Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.

October 30, 2015

Exhibit Description

10-Q(1) 001-35758 10.16h October 30, 2015

10.54 Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.

February 10, 2016

10-K(1) 001-35758 10.16i February 10, 2016

10.55 Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.

10-Q 001-34756 10.8 May 10, 2017

10.56 Eleventh Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of July 22, 2020, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc .

July 28, 2020

10-Q 001-34756 10.6 July 28, 2020

10.57 Twelfth Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of May 1, 2021, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc .

October 25, 2021

10-Q 001-34756 10.1 October 25, 2021

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

10.58†† 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).

July 29, 2019

10-Q 001-34756 10.2 July 29, 2019

10.59 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

Incorporated by Reference

Exhibit Description

10-K 001-34756 10.59 January 31, 2023

21.1 List of Subsidiaries of the Registrant

3 unchanged sentences

32.1* Section 1350 Certifications

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

97 Tesla, Inc.

Clawback Policy

101.INS Inline XBRL Instance Document — — — — X

101.SCH Inline XBRL Taxonomy Extension Schema Document — — — — X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document — — — — X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document — — — — X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document — — — — X

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

11 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Elon Musk

Chief Executive Officer and Director (Principal Executive Officer)

January 30, 2023

/s/ Zachary J.

Chief Financial Officer (Principal Financial Officer)

January 30, 2023

/s/ Vaibhav Taneja

Chief Accounting Officer (Principal Accounting Officer)

January 30, 2023

Signature Title Date

/s/ Elon Musk Chief Executive Officer and Director (Principal Executive Officer) January 26, 2024

/s/ Vaibhav Taneja Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer ) January 26, 2024

Vaibhav Taneja

/s/ Robyn Denholm

January 30, 2023

/s/ Robyn Denholm Director January 26, 2024

Robyn Denholm

/s/ Ira Ehrenpreis

January 30, 2023

/s/ Ira Ehrenpreis Director January 26, 2024

Ira Ehrenpreis

/s/ Joseph Gebbia

January 30, 2023

/s/ Joseph Gebbia Director January 26, 2024

Joseph Gebbia

/s/ Hiromichi Mizuno

January 30, 2023

Hiromichi Mizuno

/s/ James Murdoch

January 30, 2023

/s/ James Murdoch Director January 26, 2024

James Murdoch

/s/ Kimbal Musk

January 30, 2023

/s/ Kathleen Wilson-Thompson

January 30, 2023

/s/ Kimbal Musk Director January 26, 2024

/s/ JB Straubel Director January 26, 2024

/s/ Kathleen Wilson-Thompson Director January 26, 2024

Kathleen Wilson-Thompson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures