Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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 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. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2025, 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. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (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, 2025.
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Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report which is included herein.
Limitations on the Effectiveness of Controls
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. 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 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item 13 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)
2. All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes
3. The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report
INDEX TO EXHIBITS (1)
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
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.
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
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Exhibit
Number
Incorporated by Reference Filed
Herewith
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 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. Bank National Association.
8-K 001-34756 4.1 May 22, 2013
4.17 Description of Registrant’s Securities
— — — — X
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Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
10.1** Form of Indemnification Agreement between the Registrant and its directors and officers.
8-K 3000-34756 10.1 September 5, 2025
10.2** 2003 Equity Incentive Plan.
S-1/A 333-164593 10.2 May 27, 2010
10.3** Form of Stock Option Agreement under 2003 Equity Incentive Plan.
S-1 333-164593 10.3 January 29, 2010
10.4** Amended and Restated 2010 Equity Incentive Plan.
10-K 001-34756 10.4 February 23, 2018
10.5** Form of Stock Option Agreement under 2010 Equity Incentive Plan.
10-K 001-34756 10.6 March 1, 2017
10.6** Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan.
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.
10-K 001-34756 10.8 March 1, 2017
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.
X
10.10** Form of Restricted Stock Unit Award Agreement under Amended and Restated 2019 Equity Incentive Plan.
X
10.11** Employee Stock Purchase Plan, effective as of June 12, 2019.
S-8 333-232079 4.5 June 12, 2019
10.12** 2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.
S-1(1) 333-184317 10.3 October 5, 2012
10.13** Offer Letter between the Registrant and Elon Musk dated October 13, 2008.
S-1 333-164593 10.9 January 29, 2010
10.14** Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018.
DEF 14A 001-34756 Appendix A February 8, 2018
10.15 Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R. Musk.
10-Q 001-34756 10.4 July 28, 2020
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Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
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. 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
10.19†† Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation).
10-Q 001-34756 10.2 July 29, 2019
10.20 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
10-K 001-34756 10.59 January 31, 2023
19 Insider Trading Policy
10-K 001-34756 19 January 30, 2025
21.1 List of Subsidiaries of the Registrant
— — — — X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
— — — — X
31.1 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer
— — — — X
31.2 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer
— — — — X
32.1* Section 1350 Certifications
— — — — X
97 Tesla, Inc. Clawback Policy
10-K 001-34756 97 January 29, 2024
101.INS Inline XBRL Instance Document — — — — X
100
Exhibit
Number
Incorporated by Reference Filed
Herewith
Exhibit Description Form File No. Exhibit Filing Date
101.SCH Inline XBRL Taxonomy Extension Schema Document — — — — X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — — X
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)
* Furnished herewith
** Indicates a management contract or compensatory plan or arrangement
† Confidential treatment has been requested for portions of this exhibit
†† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
(1) The Registrant has excluded from the exhibits long-term debt that does not exceed 10 percent of the Company’s total assets and agrees to furnish a copy of the instrument to the Commission upon request.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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.
Tesla, Inc.
Date: January 28, 2026
/s/ Elon Musk
Elon Musk
Chief Executive Officer
(Principal Executive Officer)
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.
Signature Title Date
/s/ Elon Musk Chief Executive Officer and Director (Principal Executive Officer) January 28, 2026
Elon Musk
/s/ Vaibhav Taneja Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) January 28, 2026
Vaibhav Taneja
/s/ Robyn Denholm Director January 28, 2026
Robyn Denholm
/s/ Ira Ehrenpreis Director January 28, 2026
Ira Ehrenpreis
/s/ Joseph Gebbia Director January 28, 2026
Joseph Gebbia
/s/ Jack Hartung Director January 28, 2026
Jack Hartung
/s/ James Murdoch Director January 28, 2026
James Murdoch
/s/ Kimbal Musk Director January 28, 2026
Kimbal Musk
/s/ JB Straubel Director January 28, 2026
JB Straubel
/s/ Kathleen Wilson-Thompson Director January 28, 2026
Kathleen Wilson-Thompson
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