18 unchanged sentences
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, 2024, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:
−Removed: 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.
−Removed: The trading arrangement covers stock options that expire in August 2024.
−Removed: The arrangement's expiration date is August 16, 2024.
−Removed: 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.
−Removed: The arrangement's expiration date is December 31, 2024.
+Added: 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.
+Added: Ehrenpreis of $15 million, after payment of commissions and fees.
+Added: The arrangement's expiration date is June 3, 2025 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
19 unchanged sentences
Exhibit Filing Date
−Removed: 3.1 Amended and Restated Certificate of Incorporation of the Registrant.
−Removed: 10-K 001-34756 3.1 March 1, 2017
−Removed: 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
−Removed: 10-K 001-34756 3.2 March 1, 2017
−Removed: 3.3 Amended and Restated Bylaws of the Registrant.
−Removed: 8-K 001-34756 3.1 April 5, 2023
+Added: 3.1 Certificate of Formation of the Re gistrant
+Added: 10-Q 001-34756 3.1 July 24, 2024
+Added: 3.2 Bylaws of the Registrant.
+Added: 10-Q 001-34756 3.2 July 24, 2024
4.1 Specimen common stock certificate of the Registrant.
−Removed: 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.
8 unchanged sentences
8-K 001-34756 4.1 November 4, 2010
+Added: 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.
+Added: S-1/A 333-174466 4.2E June 2, 2011
Incorporated by Reference Filed
1 unchanged sentence
Exhibit Filing Date
−Removed: 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.
−Removed: 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.
15 unchanged sentences
8-K 001-34756 4.1 May 22, 2013
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
−Removed: 4.16 Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S.
−Removed: Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024.
−Removed: 8-K 001-34756 4.2 May 8, 2019
−Removed: 4.17 Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.
−Removed: 8-K 001-34756 4.2 May 8, 2019
4.16 Indenture, dated as of October 15, 2014, between SolarCity and U.S.
3 unchanged sentences
8-K(1) 001-35758 4.3 March 9, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
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.
12 unchanged sentences
8-K(1) 001-35758 4.5 April 9, 2015
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
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.
4 unchanged sentences
8-K(1) 001-35758 4.6 April 14, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
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.
12 unchanged sentences
8-K(1) 001-35758 4.4 May 11, 2015
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
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.
4 unchanged sentences
8-K(1) 001-35758 4.5 May 18, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
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.
12 unchanged sentences
8-K(1) 001-35758 4.5 June 29, 2015
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
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.
4 unchanged sentences
8-K(1) 001-35758 4.6 July 21, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
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.
12 unchanged sentences
8-K(1) 001-35758 4.5 September 15, 2015
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
4.55 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.
2 unchanged sentences
8-K(1) 001-35758 4.5 September 29, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
4.57 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.
12 unchanged sentences
8-K(1) 001-35758 4.6 November 17, 2015
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
4.64 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.
2 unchanged sentences
8-K(1) 001-35758 4.6 November 30, 2015
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
4.66 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.
11 unchanged sentences
4.72 Description of Registrant’s Securities
−Removed: 10-K 001-34756 4.119 February 13, 2020
10.1** Form of Indemnification Agreement between the Registrant and its directors and officers.
2 unchanged sentences
S-1/A 333-164593 10.2 May 27, 2010
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
10.3** Form of Stock Option Agreement under 2003 Equity Incentive Plan.
6 unchanged sentences
10-K 001-34756 10.7 March 1, 2017
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
10.7** Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017.
8 unchanged sentences
S-8 333-232079 4.5 June 12, 2019
−Removed: 10.12** 2007 SolarCity Stock Plan and form of agreements used thereunder.
−Removed: S-1(1) 333-184317 10.2 October 5, 2012
10.12** 2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.
S-1(1) 333-184317 10.3 October 5, 2012
−Removed: 10.14** 2010 Zep Solar, Inc.
−Removed: Equity Incentive Plan and form of agreements used thereunder.
−Removed: S-8(1) 333-192996 4.5 December 20, 2013
10.13** Offer Letter between the Registrant and Elon Musk dated October 13, 2008.
2 unchanged sentences
DEF 14A 001-34756 Appendix A February 8, 2018
−Removed: 10.17** Maxwell Technologies, Inc.
−Removed: 2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010
−Removed: 8-K(2) 001-15477 10.1 May 10, 2010
−Removed: 10.18** Maxwell Technologies, Inc.
−Removed: 2013 Omnibus Equity Incentive Plan
−Removed: DEF 14A(2) 001-15477 Appendix A June 2, 2017
10.15 Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R.
10-Q 001-34756 10.4 July 28, 2020
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
−Removed: 10.20 Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P.
−Removed: Morgan Securities LLC.
−Removed: 8-K 001-34756 10.1 March 5, 2014
10.16 Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.
8-K 001-34756 10.3 March 5, 2014
−Removed: 10.22 Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.
−Removed: 8-K 001-34756 10.5 March 5, 2014
−Removed: 10.23 Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024 .
−Removed: 8-K 001-34756 10.1 May 3, 2019
−Removed: 10.24 Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.
−Removed: 8-K 001-34756 10.2 May 3, 2019
10.17† Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011.
9 unchanged sentences
10-K 001-34756 10.25A February 24, 2016
−Removed: 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.
−Removed: 8-K 001-34756 10.1 October 11, 2016
−Removed: 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 .
−Removed: 10-Q 001-34756 10.2 July 28, 2020
−Removed: 10.32† Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.
−Removed: 10-Q 001-34756 10.3 November 7, 2014
Incorporated by Reference Filed
17 unchanged sentences
10-Q 001-34756 10.1 July 28, 2020
−Removed: Incorporated by Reference Filed
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
−Removed: 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.
−Removed: 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.
−Removed: S-4/A 333-229749 10.68 April 3, 2019
−Removed: 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.
−Removed: 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.
−Removed: 10-K 001-34756 10.44 February 8, 2021
10.30† Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc.
1 unchanged sentence
10-Q 001-34756 10.1 August 7, 2015
−Removed: 10.44 Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co.
−Removed: LLC and Morgan Stanley & Co.
−Removed: LLC as representatives of the several initial purchasers named therein.
−Removed: 8-K 001-34756 10.1 August 23, 2017
−Removed: 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.
−Removed: 10-Q(1) 001-35758 10.16 November 6, 2014
Incorporated by Reference Filed
1 unchanged sentence
Exhibit Filing Date
+Added: 10.31 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.
+Added: 10-Q(1) 001-35758 10.16 November 6, 2014
10.32 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.
8 unchanged sentences
10-Q(1) 001-35758 10.16e July 30, 2015
−Removed: 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.
−Removed: 10-Q(1) 001-35758 10.16f October 30, 2015
Incorporated by Reference Filed
1 unchanged sentence
Exhibit Filing Date
+Added: 10.37 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.
+Added: 10-Q(1) 001-35758 10.16f October 30, 2015
10.38 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 .
8 unchanged sentences
10-Q 001-34756 10.6 July 28, 2020
−Removed: 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 .
−Removed: 10-Q 001-34756 10.1 October 25, 2021
Incorporated by Reference Filed
1 unchanged sentence
Exhibit Filing Date
+Added: 10.43 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 .
+Added: 10-Q 001-34756 10.1 October 25, 2021
10.44†† 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).
2 unchanged sentences
10-K 001-34756 10.59 January 31, 2023
+Added: 19 Insider Trading Policy
21.1 List of Subsidiaries of the Registrant
5 unchanged sentences
Clawback Policy
+Added: 10-K 001-34756 97 January 29, 2024
101.INS Inline XBRL Instance Document — — — — X
3 unchanged sentences
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document — — — — X
+Added: Incorporated by Reference Filed
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document — — — — X
6 unchanged sentences
(2) Indicates a filing of Maxwell Technologies, Inc.
+Added: FORM 10-K SUMMARY
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
21 unchanged sentences
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.