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Item 9A. Controls and Procedures

2026-01-29 compared with 2025-01-30 · 45 added, 219 removed, 148 unchanged (64% 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.

13 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

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, 2025, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

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 arrangement's expiration date is June 3, 2025 .

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.

The arrangement's expiration date is January 31, 2027 .

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 of Form 10-K will be included in our 2025 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The 2025 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

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

The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

EXECUTIVE COMPENSATION

14 unchanged sentences

Exhibit Filing Date

3.1 Certificate of Formation of the Re gistrant

10-Q 001-34756 3.1 July 24, 2024

3.2 Bylaws of the Registrant.

3.1 Certificate of Formation of the Registrant

10-Q 001-34756 3.1 July 24, 2024

3.2 Amended and Restated Bylaws of the Registrant.

8-K 001-34756 3.1 May 16, 2025

4.1 Specimen common stock certificate of the Registrant.

10-K 001-34756 4.1 January 30, 2025

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

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

Incorporated by Reference Filed

1 unchanged sentence

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.

12 unchanged sentences

8-K 001-34756 4.1 May 3, 2019

4.15 Voting Agreement, dated as of September 3, 2025

8-K 001-34756 10.3 November 7, 2025

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

1 unchanged sentence

8-K 001-34756 4.1 May 22, 2013

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

Bank National Association, as trustee.

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.

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

Incorporated by Reference Filed

Exhibit Description Form File No.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

Incorporated by Reference Filed

Exhibit Description Form File No.

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.

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.

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.

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.

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.

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.

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 .

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.

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.

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.

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

Incorporated by Reference Filed

Exhibit Description Form File No.

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.

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.

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.

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.

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.

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 .

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.

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.

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.

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.

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

Incorporated by Reference Filed

Exhibit Description Form File No.

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.

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.

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.

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.

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

4.52 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

4.53 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

4.54 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

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.

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

4.56 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

Incorporated by Reference Filed

Exhibit Description Form File No.

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.

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

4.58 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

4.59 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

4.60 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

4.61 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

4.62 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

4.63 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

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.

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

4.65 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

4.17 Description of Registrant’s Securities

Incorporated by Reference Filed

1 unchanged sentence

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.

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

4.67 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

4.68 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

4.69 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

4.70 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

4.71 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

4.72 Description of Registrant’s Securities

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

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

8-K 3000-34756 10.1 September 5, 2025

10.2** 2003 Equity Incentive Plan.

8 unchanged sentences

10-K 001-34756 10.7 March 1, 2017

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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

10-K 001-34756 10.8 March 1, 2017

10.8** 2019 Equity Incentive Plan.

S-8 333-232079 4.2 June 12, 2019

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

S-8 333-232079 4.3 June 12, 2019

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

S-8 333-232079 4.4 June 12, 2019

10.8** T esla, Inc.

Amended and Restated 2019 Equity Incentive Plan

8-K 001-34756 10.1 November 7, 2025

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

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

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

8 unchanged sentences

10-Q 001-34756 10.4 July 28, 2020

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

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

10-K 001-34756 10.50 February 27, 2012

10.18† Amendment No.

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

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

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

10-Q 001-34756 10.1 November 7, 2014

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

8-K 001-34756 10.2 October 11, 2016

10.21 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.

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

Incorporated by Reference Filed

1 unchanged sentence

Exhibit Filing Date

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

10-Q 001-34756 10.4 November 7, 2014

10.23 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

10.24†† 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.

10-Q 001-34756 10.6 October 29, 2019

10.25†† 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 .

10-Q 001-34756 10.3 July 28, 2020

10.26†† 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.

10-K 001-34756 10.39 February 8, 2021

10.27†† 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.

10-Q 001-34756 10.3 July 29, 2019

10.28†† 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.

10-Q 001-34756 10.7 October 29, 2019

10.29†† 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 .

10-Q 001-34756 10.1 July 28, 2020

10.16** 2025 CEO Interim Restricted Stock Agreement, dated August 3, 2025

8-K 001-34756 10.1 August 4, 2025

10.17** Tesla, Inc.

2025 CEO Performance Award Agreement, dated as of September 3, 2025

S-8 333-291402 4.4 November 10, 2025

10.18† 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

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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.

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.

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

10.33 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.

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

10.34 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

10.35 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

10.36 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.

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

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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.

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 .

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

10.39 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.

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

10.40 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.

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

10.41 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

10.42 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 .

10-Q 001-34756 10.6 July 28, 2020

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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 .

10-Q 001-34756 10.1 October 25, 2021

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).

3 unchanged sentences

19 Insider Trading Policy

10-K 001-34756 19 January 30, 2025

21.1 List of Subsidiaries of the Registrant

7 unchanged sentences

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

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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

2 unchanged sentences

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

Incorporated by Reference Filed

Exhibit Description Form File No.

Exhibit Filing Date

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

4 unchanged sentences

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

(1) Indicates a filing of SolarCity

(2) Indicates a filing of Maxwell Technologies, Inc.

(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.

FORM 10-K SUMMARY

15 unchanged sentences

Joseph Gebbia

/s/ Jack Hartung Director January 28, 2026

/s/ James Murdoch Director January 28, 2026

5 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.

What changed 10-K

Item 9A. Controls and Procedures