01—Abstract
Summary
Summary of the 10-K/A filed April 30, 2026. Cited figures are marked; the original filing is the authoritative source.
Tesla, Inc. (TSLA) filed Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2025, on April 30, 2026.
This amendment primarily serves to include Part III information, which was initially omitted pending the filing of the definitive proxy statement. The report details Tesla's directors, executive officers, and compensation structures, emphasizing a strong alignment between executive pay and long-term shareholder value through equity-based incentives. Significant disclosures surround Elon Musk's compensation, including large performance-based equity awards contingent on ambitious market capitalization and operational milestones.
The company also reaffirmed its commitment to robust corporate governance, a clear ethical framework, and strict insider trading policies, reinforcing investor confidence in its operational integrity and strategic direction. Key governance highlights include the composition and independence of the Board of Directors and its committees, with a focus on experienced individuals from diverse backgrounds in technology, finance, and business leadership.
The compensation philosophy continues to prioritize equity awards for senior management, particularly stock options and performance-based restricted stock, designed to incentivize sustained growth and align executive interests with those of shareholders. Furthermore, the report details the principal accounting fees and services, indicating a continued relationship with PricewaterhouseCoopers LLP, with all services pre-approved by the Audit Committee, underscoring the company's adherence to financial reporting standards and oversight.
02—Key points
Key Highlights
- The filing is an amendment (10-K/A) to include Part III information (Directors, Executive Officers, Corporate Governance, Executive Compensation, etc.) that was initially deferred pending the proxy statement.
- Elon Musk's compensation is heavily weighted towards equity, with significant performance-based awards tied to ambitious market capitalization and operational milestones (e.g., 2025 CEO Performance Award and the now forfeited 2025 CEO Interim Award).
- The company's compensation philosophy emphasizes long-term shareholder value through equity incentives, with a primary focus on stock options and restricted stock for executives, aligning their interests with stock performance.
- Tesla maintains a strong corporate governance structure with an independent Board of Directors and committees, including an Audit Committee with a designated financial expert.
- The report details related-party transactions, including significant investments and commercial agreements with entities affiliated with Elon Musk, such as SpaceX and X.AI.
- PricewaterhouseCoopers LLP continues as the principal accounting firm, with all audit and non-audit services pre-approved by the Audit Committee.
- The report indicates no late Section 16(a) filings for directors and executive officers during the 2025 fiscal year.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2025, Tesla, Inc. kept $0.04.
- Revenue$94.83B100.0%
- Cost of revenue−$77.73B82.0%
- Gross profit$17.09B18.0%
- Operating costs−$12.74B13.4%
- Operating income$4.36B4.6%
- Interest, other & tax−$561.0M0.6%
- Net income$3.79B4.0%
Where FY2025 revenue went
$94.83B- Cost of revenue: $77.73B, 82% of revenue
- Net income: $3.79B, 4.0% of revenue
- R&D: $6.41B, 6.8% of revenue
- SG&A: $5.83B, 6.2% of revenue
- Other operating costs: $494.0M, 0.5% of revenue
- Interest, other & tax: $561.0M, 0.6% of revenue
Kept 4.0% as net incomeNet income $3.79B · 4.0%Other operating costs $494.0M · 0.5%Interest, other & tax $561.0M · 0.6%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2025filed April 30, 2026Financial Statements
FY2025 against FY2024
| Line item | FY2025FY2024 | Change |
|---|---|---|
| Revenue | $94.83B$97.69B | −2.9% |
| Cost of Revenue | $77.73B$80.24B | −3.1% |
| Gross Profit | $17.09B$17.45B | −2.0% |
| R&D Expenses | $6.41B$4.54B | +41.2% |
| SG&A Expenses | $5.83B$5.15B | +13.3% |
| Operating Expenses | $12.74B$10.37B | +22.8% |
| Operating Income | $4.36B$7.08B | −38.5% |
| Net Income | $3.79B$7.09B | −46.5% |
| EPS (Basic) | $1.18$2.23 | −47.1% |
| EPS (Diluted) | $1.08$2.04 | −47.1% |
| Shares Outstanding (Basic) | 3.23B3.20B | +0.9% |
| Shares Outstanding (Diluted) | 3.53B3.50B | +0.9% |
05—Questions
Frequently Asked Questions
What is the primary purpose of this Amendment No. 1 to Tesla's 10-K filing?
This Amendment No. 1 to Tesla's Form 10-K is primarily to include Part III information (Items 10-14) that was initially omitted. This information, including details on directors, executive officers, compensation, and principal accountant fees, is being provided now because the company anticipates filing its definitive proxy statement later than the standard 120-day window after the fiscal year-end.
How is Elon Musk's compensation structured, and what are the key performance metrics associated with his equity awards?
Elon Musk's compensation is heavily reliant on equity, particularly large performance-based awards. For 2025, the 2025 CEO Performance Award consists of 423,743,904 shares of performance-based restricted stock. These awards are earned and vest based on achieving ambitious market capitalization milestones (up to $8.5 trillion) and operational milestones related to vehicle deliveries, FSD subscriptions, bot production, Robotaxis, and Adjusted EBITDA targets. His previous 2018 CEO Performance Award, for options to purchase 303,960,630 shares, had all its milestones met and vested, subject to payment of the exercise price and a service-based condition.
What is Tesla's general philosophy on executive compensation?
Tesla's compensation philosophy aims to align executive interests with long-term shareholder value. The primary vehicle for this is equity-based compensation, predominantly stock options and restricted stock awards, which vest over time or upon achievement of performance milestones. Base salaries are relatively modest, and cash bonuses are rarely provided to named executive officers. This structure makes a significant portion of executive compensation 'at risk,' dependent on the company's stock price performance and achievement of strategic goals.
Are there any significant related-party transactions disclosed in this filing?
Yes, the filing discloses several related-party transactions involving Elon Musk and his other ventures. These include Tesla's investment in xAI Holdings (now part of SpaceX), commercial agreements with SpaceX, advertising on X, commercial and consulting agreements with xAI, commercial agreements with The Boring Company (TBC), and security services for Elon Musk. Transactions with SpaceX and xAI are generally on terms no less favorable than those available to unaffiliated third parties. Additionally, there are commercial agreements with Redwood Materials, led by JB Straubel.
06—Continue