10-K/APeriod: FY2025

Tesla, Inc. Annual Report (Amendment), Year Ended Dec 31, 2025

Filed April 30, 2026For Securities:TSLA

Summary

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.

Financial Highlights

52 data points
Beta

Revenue

$94.83B

18.0% Gross Margin

Net Income

$3.79B

4.0% Net Margin

EPS (Diluted)

$1.08

Total Assets

$137.81B

Cash & Equivalents

$16.51B

Free Cash Flow

$6.22B

Financial Statements
Beta
Revenue$94.83B
Cost of Revenue$77.73B
Gross Profit$17.09B
R&D Expenses$6.41B
SG&A Expenses$5.83B
Operating Expenses$12.74B
Operating Income$4.36B
Net Income$3.79B
EPS (Basic)$1.18
EPS (Diluted)$1.08
Shares Outstanding (Basic)3.23B
Shares Outstanding (Diluted)3.53B

Key Highlights

  • 1The 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.
  • 2Elon 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).
  • 3The 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.
  • 4Tesla maintains a strong corporate governance structure with an independent Board of Directors and committees, including an Audit Committee with a designated financial expert.
  • 5The report details related-party transactions, including significant investments and commercial agreements with entities affiliated with Elon Musk, such as SpaceX and X.AI.
  • 6PricewaterhouseCoopers LLP continues as the principal accounting firm, with all audit and non-audit services pre-approved by the Audit Committee.
  • 7The report indicates no late Section 16(a) filings for directors and executive officers during the 2025 fiscal year.

Frequently Asked Questions

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.

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.

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.

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.