TSLA · Tesla, Inc.

250 filings

8-K

TSLA 8-K Current Reports

Tesla, Inc. - 250 current reports

Filing record · 2016–202610-K1610-Q338-K185

Showing 1-50 of 250 filings

8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 21, 2026)

Tesla, Inc. (TSLA) has filed its Third Quarter 2026 Update, highlighting robust operational performance and strategic advancements. The company reported strong revenue, with TTM revenue exceeding $100 billion for the second consecutive quarter. Significant progress was noted across Super Intelligence (SI), robotics, and renewable energy initiatives, underscoring a long-term vision for "Amazing Abundance." Operationally, Tesla achieved its 10 millionth vehicle delivery and saw record production at Gigafactory Berlin. The company is actively scaling its FSD (Full Self-Driving) capabilities, with FSD subscriptions increasing and the successful launch of Cybercab into the Robotaxi fleet in Austin, demonstrating significant growth in unsupervised Robotaxi miles. Despite battery supply remaining a limiting factor for auto volumes, Tesla is making strides in securing future supply and maximizing factory utilization. Demand for its energy storage solutions remains strong, driven by data center needs, and the company has commenced production at Megafactory Texas.

Oct 21, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 2, 2026)

Tesla filed an 8-K on October 2, 2026 under Item 2.02 (Results of Operations and Financial Condition), furnishing Exhibit 99.1, a press release with preliminary third-quarter 2026 operating metrics. Tesla reports it produced 464,391 vehicles and delivered 486,532 vehicles in Q3 2026, and deployed 13.7 GWh of energy storage products. Deliveries exceeded production by about 22,000 units, which suggests inventory drawdown during the quarter. The release is a production, deliveries and deployments update only. It contains no net income, cash flow, revenue, margin or guidance figures. Management explicitly states that deliveries and storage deployments are not reliable indicators of quarterly financial results, which will depend on average selling price, cost of sales, foreign exchange and other factors. Investors should treat these numbers as operational signals, not a substitute for financial performance. The full financial results are scheduled for release after market close on Wednesday, October 21, 2026, with a Q&A webcast at 5:30 p.m. Eastern Time. Vehicle mix was 457,387 Model 3/Y produced and 478,237 delivered, plus 7,004 other models produced and 8,295 delivered. Roughly 1% of Model 3/Y and 4% of other models were subject to operating lease accounting. The information is furnished, not filed, under Section 18 of the Exchange Act.

Oct 2, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tesla, Inc. 8-K Report, Material Agreement (Sep 29, 2026)

Tesla, Inc. (TSLA) announced on September 29, 2026, its entry into new, significantly larger credit facilities totaling $30 billion. These facilities include a $20.0 billion delayed draw term loan maturing in three years and two revolving credit facilities: a $8.0 billion five-year facility and a $2.0 billion 364-day facility. The new credit arrangements provide substantial liquidity and flexibility, with proceeds intended for general corporate purposes. This strategic move enhances Tesla's financial flexibility, allowing it to access significant capital if needed for future growth initiatives, operational needs, or to manage market conditions. The company also terminated its previous $5.0 billion revolving credit facility without incurring penalties, as it was undrawn. Investors should note the covenants require Tesla to maintain at least $5.0 billion in consolidated liquidity, underscoring the company's commitment to financial stability.

Sep 29, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 22, 2026)

Tesla reported Q2 2026 revenue of $28.2B, up 26% year over year and its first quarter with trailing twelve-month revenue above $100B. Vehicle deliveries reached a record second-quarter 480,126 units (up 25%), energy storage deployments rose 41% to 13.5 GWh, and Services and Other revenue grew 50% to $4.6B with record gross profit of $648M. Profitability weakened sharply, however. GAAP operating income fell 57% to $398M (1.4% margin), GAAP gross margin slipped to 16.8%, operating expenses rose 47% on AI and R&D spending, and Adjusted EBITDA declined 4% to $3.27B (11.6% margin). Lower regulatory credit revenue and higher energy warranty charges tied to a vendor cell issue also weighed on results. GAAP net income of $1.1B was flattered by a $1.0B pre-tax unrealized gain on Tesla's SpaceX equity investment and a $274M benefit from certain tax items. Excluding these and stock-based compensation, non-GAAP net income was $1.2B, and non-GAAP EPS was $0.33. Cash flow was the main concern: operating cash flow was $4.7B, but capital expenditures more than doubled to $5.8B, producing negative free cash flow of $1.1B. Cash and short-term investments declined $1.2B sequentially to $43.5B. Management characterized the period as the largest investment phase in the company's history, with spending aimed at battery pack capacity, Cybercab, Optimus, Semi, Megapack 3, AI compute, and semiconductor and battery-material buildouts, and said scaling will be non-linear. Operationally, Cybercab production began at Gigafactory Texas, Robotaxi is live in seven metros (with unsupervised rides in Austin, Miami, Orlando and Tampa), and active FSD (Supervised) subscriptions reached 1.48M, up 56%. The Fremont Model S and X lines were decommissioned to make way for Optimus, with production expected later in 2026. The filing is furnished under Item 2.02 and is not deemed filed under the Exchange Act.

Jul 22, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 2, 2026)

Tesla, Inc. (TSLA) has filed an 8-K on July 2, 2026, primarily to announce the publication of a press release containing its financial results and operational updates. While the filing itself is brief, it directs investors to an attached press release (Exhibit 99.1) for detailed information regarding the company's performance. Investors should carefully review this press release for the latest quarterly or period-specific financial data, including revenue, profitability, production numbers, and delivery figures, as these will be the core drivers of the reported results. The information furnished under Item 2.02 of this 8-K is not considered "filed" for regulatory purposes but is crucial for understanding Tesla's current financial standing and operational progress. The press release will likely contain forward-looking statements and management's commentary on recent developments, strategic initiatives, and outlook, which are essential for assessing the company's future prospects and investment potential.

Jul 2, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 22, 2026)

Tesla reported first-quarter 2026 results with revenue of $22.4B, up 16% year over year, and GAAP operating income of $941M, up 136% from $399M in Q1 2025. GAAP gross margin expanded 478 basis points to 21.1%, and operating margin reached 4.2%. GAAP net income attributable to common stockholders was $477M ($0.13 diluted EPS), while non-GAAP net income was $1.45B ($0.41 EPS). Management attributed part of the profit improvement to one-time benefits related to warranty and tariffs, a positive FX impact of about $0.9B on revenue and $0.2B on operating income, and growth in Services and Other, which rose 42% to $3.7B. Operating expenses rose 37% to $3.8B, driven by AI and R&D projects and a larger stock-based compensation charge. Cash generation was solid. Operating cash flow was $3.9B and free cash flow was $1.4B, after $2.5B of capital expenditures. Cash, cash equivalents and short-term investments rose $0.7B sequentially to $44.7B, even after a $2.0B equity investment in SpaceX. Total debt increased, with non-recourse debt rising to $9.0B. Deliveries were 358,023, up 6% year over year, while production was 408,386, up 13%, and management said battery pack capacity remains the limiting factor for vehicle ramp. Energy storage was weaker, with deployments down 15% and energy revenue down 12%, and regulatory credit revenue declined. The update emphasized progress on autonomy and AI infrastructure. Unsupervised Robotaxi service launched in Dallas and Houston in April, paid Robotaxi miles nearly doubled sequentially, active FSD subscriptions reached 1.28M (up 51%), and FSD (Supervised) was approved in the Netherlands. Management reiterated that Cybercab, Tesla Semi and Megapack 3 are on track for volume production in 2026, and that first-generation Optimus production line preparations begin in Q2. The company did not provide quantitative guidance for the coming quarters.

Apr 22, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 2, 2026)

Tesla, Inc. (TSLA) has filed an 8-K report on April 2, 2026, primarily to furnish a press release regarding its financial results and condition. While the filing itself is brief, the incorporated press release (Exhibit 99.1) is expected to contain crucial operational and financial updates for investors. Investors should refer to this press release for details on key performance indicators, revenue, profitability, and any forward-looking statements or strategic initiatives disclosed by the company. The filing explicitly states that this information is furnished under Item 2.02 and is not deemed "filed" for purposes of Section 18 of the Exchange Act, meaning it does not carry the same legal implications regarding accuracy as a formally filed document, though it is still material information.

Apr 2, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 28, 2026)

Tesla's Q4 and FY2025 update, furnished under Item 2.02 on January 28, 2026, shows a year of heavy investment alongside a profitability squeeze. Full-year 2025 total revenue fell 3% to $94.8B, and GAAP operating income dropped 38% to $4.4B (4.6% margin). GAAP net income attributable to common stockholders fell 46% to $3.8B, and diluted GAAP EPS was $1.08. Non-GAAP net income was $5.9B. Operating expenses rose 23% to $12.7B, driven by AI and R&D projects, SG&A, and higher stock-based compensation. Fourth-quarter results were mixed. Revenue fell 3% year over year to $24.9B, but GAAP gross margin expanded to 20.1% (up 386 bp), helped by energy storage, services, and mix/pricing, and automotive gross margin ex-regulatory credits improved to 17.9%. Q4 GAAP operating income was $1.4B (5.7% margin), down 11% year over year. Cash generation was strong: 2025 operating cash flow was $14.7B and free cash flow was $6.2B, with Q4 free cash flow of $1.4B. Cash and investments rose $7.5B to $44.1B. Vehicle deliveries fell 9% in 2025 to 1.64M, while energy storage deployments rose 49% to a record 46.7 GWh and active FSD subscriptions reached 1.1M. Management framed 2026 as a year of infrastructure build-out, with six new production lines and Cybercab, Semi, and Megapack 3 slated for volume production. Management also disclosed a roughly $2B investment in xAI Series E preferred stock, expected to close in Q1 2026, along with a framework agreement for potential AI collaboration. The Outlook section gives no quantitative guidance. Investors should weigh the heavy 2026 capex and opex plans against the near-term earnings pressure and the still-unproven scale of AI, Robotaxi, and Optimus revenue.

Jan 28, 2026 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 2, 2026)

Tesla's 8-K, furnished under Item 2.02 and dated January 2, 2026, provides preliminary operating metrics for Q4 and full-year 2025 but no financial results. In Q4 2025 Tesla produced 434,358 vehicles and delivered 418,227, and it deployed 14.2 GWh of energy storage, a company record for deployments. For full-year 2025, production was 1,654,667 vehicles, deliveries were 1,636,129, and storage deployments totaled 46.7 GWh. Production exceeded deliveries by roughly 16,000 vehicles in Q4 and about 18,500 for the year, which implies some inventory build. The filing explicitly withholds net income and cash flow, which Tesla says will be released with full Q4 2025 earnings after market close on Wednesday, January 28, 2026, with a webcast at 4:30 p.m. Central Time. The company also cautions that deliveries and storage deployments are only two measures of performance and should not be treated as a direct indicator of quarterly financial results, since average selling price, cost of sales, and foreign exchange all matter. Investors should therefore treat this release as an operational update that sets expectations for the January 28 earnings report and the forthcoming 10-K rather than as a read on profitability. The filing itself does not include year-over-year comparisons, guidance, or margin data, so any assessment of growth trends must come from prior-period disclosures not contained in this document. The record storage deployment figure is the most notable positive signal in the release, while the vehicle figures mainly confirm the 2025 volume base.

Jan 2, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Tesla, Inc. 8-K Report, Executive Changes (Nov 7, 2025)

Tesla's 8-K filed November 7, 2025 reports the outcome of its 2025 Annual Meeting of Shareholders held November 6, 2025, and the shareholder approval of two major equity arrangements: the amended and restated 2019 Equity Incentive Plan and the 2025 CEO Performance Award for Elon Musk. The A&R Plan authorizes up to roughly 207.96 million shares for a Special Share Reserve (reserved for Musk Awards), plus 60 million shares added to the General Share Reserve, which Musk cannot receive. The 2025 CEO Performance Award covers 423.7 million shares (about 12% of the adjusted share count), with a preliminary aggregate fair value estimate of $87.75 billion. Vesting is tied to 12 market capitalization milestones from $2 trillion to $8.5 trillion, each paired with operational milestones such as 20 million vehicles delivered, 10 million active FSD subscriptions, 1 million bots delivered, 1 million robotaxis in commercial operation, and Adjusted EBITDA targets from $50 billion to $400 billion. Shares are also subject to service requirements, a five-year holding period, and a CEO succession framework for the final two tranches. Shareholders elected Class III directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson, and ratified PricewaterhouseCoopers as auditor. Management's proposal to eliminate supermajority voting requirements failed to reach the required threshold, as did most shareholder proposals. A shareholder proposal to approve a Tesla board authorization of an investment in x.AI Corp. received more votes for than against but failed under the bylaw standard, which counts abstentions as votes against, leaving 473 million abstentions as a notable factor. A shareholder proposal to elect directors annually received majority support of votes cast in favor but was not adopted as the company has no standing to count it in this report; the filing shows it was marked as approved. For investors, the key takeaways are the scale of the performance-linked pay package, which is heavily contingent on very large market capitalization and earnings targets, and the governance debate reflected in the failed supermajority amendment and the x.AI investment vote. The filing is primarily a disclosure of shareholder votes and does not itself report new financial results.

Nov 7, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 22, 2025)

Tesla's Q3 2025 Update (furnished under Item 2.02 and not deemed filed) shows total revenue up 12% year over year to $28.1B, with record vehicle deliveries (497,099, up 7%), record energy storage deployments (12.5 GWh, up 81%), and record revenue and free cash flow. Revenue growth was offset by a 40% year-over-year decline in GAAP operating income to $1.6B (5.8% operating margin, down 501 bp), driven by higher operating expenses tied to SG&A, AI and R&D projects, higher SBC and restructuring charges, lower regulatory credit revenue, and a lower one-time FSD revenue recognition benefit versus Q3 2024. GAAP gross margin compressed to 18.0% (down 185 bp), reflecting higher average cost per vehicle from lower fixed-cost absorption, tariffs and sales mix. Cash generation was the standout. Operating cash flow was $6.2B and free cash flow nearly $4.0B, a record, while cash, cash equivalents and investments rose $4.9B sequentially to $41.6B. GAAP net income was $1.4B ($0.39 diluted EPS) and non-GAAP net income $1.8B ($0.50 diluted EPS). Adjusted EBITDA was $4.2B, down 9% year over year, with an adjusted EBITDA margin of 15.0%. Management emphasized near-term uncertainty from trade, tariff and fiscal policy and said it is prioritizing long-term investments in AI, robotaxi, and robotics. Its outlook states that Cybercab, Tesla Semi and Megapack 3 are on schedule for volume production in 2026 and that Optimus production lines are being installed. The update gives no quantitative guidance for revenue, margins or deliveries, so the investment case depends on whether the software and autonomy revenue ramp can offset hardware margin pressure.

Oct 22, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 2, 2025)

Tesla's October 2, 2025 Form 8-K, furnished under Item 2.02, attaches a press release announcing preliminary third quarter 2025 production, deliveries, and energy storage deployments. Tesla produced over 447,000 vehicles and delivered over 497,000 vehicles in Q3 2025, with 12.5 GWh of energy storage deployed. Management described the deliveries and deployments as records, which is a notable operational signal for investors even though the filing itself contains no financial statements. The filing is an operational update rather than a financial report. Tesla explicitly states that net income and cash flow will be disclosed only with full Q3 results, and that deliveries and deployments should not be relied on as indicators of quarterly financial performance. Key drivers of profitability, such as average selling price, cost of sales, and foreign exchange movements, remain unknown until the earnings release and the Form 10-Q. Deliveries exceeded production by roughly 50,000 units, which suggests inventory was drawn down during the quarter. Tesla scheduled its Q3 2025 financial results and webcast for October 22, 2025, at 5:30 p.m. Eastern Time. Investors should treat the production and delivery figures as a useful demand and output indicator, while waiting for the earnings release for margin, cash flow, and profitability data.

Oct 2, 2025 8-K

Material AgreementsExhibits & Filings

Tesla, Inc. 8-K Report, Material Agreement (Sep 5, 2025)

Tesla, Inc. (TSLA) has filed an 8-K report detailing a significant update to its corporate governance framework. On September 3, 2025, the Board of Directors approved and entered into a new form of Indemnification Agreement with each of its directors and executive officers. This agreement aims to provide robust protection for these individuals by indemnifying them and advancing legal expenses to the maximum extent permissible under Texas law. Furthermore, the agreement ensures continued coverage for these officers and directors under the company's existing directors' and officers' (D&O) insurance policies. While the specifics are detailed in the full agreement filed as an exhibit, the core intent is to reinforce the company's commitment to protecting its leadership from potential liabilities arising from their service, which can be crucial for attracting and retaining top talent and ensuring confident decision-making.

Sep 5, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Tesla, Inc. 8-K Report, Executive Changes (Aug 4, 2025)

Tesla's August 4, 2025 Form 8-K discloses a one-time restricted stock award to CEO Elon Musk, the "2025 CEO Interim Award," approved by the Board on August 3, 2025 after recommendation by a Special Committee of disinterested directors (Robyn Denholm and Kathleen Wilson-Thompson). The award covers 96 million restricted shares that vest on the second anniversary of the grant date, subject to Musk remaining in continuous service as CEO or in a senior product/operations role. Musk must pay $23.34 per share (the exercise price of his 2018 CEO Performance Award) upon vesting, and the shares cannot be sold for five years except for taxes, the purchase price, or permitted transfers. The award is explicitly designed to be non-duplicative with the 2018 award: if the Delaware litigation (Tornetta v. Musk) ultimately reinstates the 2018 options, the interim award is reduced, forfeited, or repaid to avoid a "double dip." It also accelerates on a change in control or death. For accounting, Tesla expects to treat the award as restricted stock with a performance condition under ASC 718. The company states that the performance condition is not currently probable, so no compensation expense is expected to be recognized at issuance. The company will reassess quarterly and could record a cumulative catch-up expense if vesting becomes probable. Illustratively, the accounting grant-date fair value would be about $23.7 billion based on the August 1, 2025 closing price, though the actual figure will be determined when shares are delivered after HSR antitrust waiting periods expire. Issuance is therefore contingent on regulatory clearance, and the ultimate fair value and expense timing remain uncertain. For investors, the key points are the scale of the award (roughly one-third of the value tied to the 2018 award, per the shareholder letter), the potential future dilution of about 96 million shares, the retention rationale tied to AI talent competition and Musk's roles at other companies, and the governance debate around the award's structure and voting-power implications. The shareholder letter also notes that the award is limited by the capacity of the current equity plan and that a longer-term CEO compensation proposal is planned for a shareholder vote at the November 6, 2025 annual meeting.

Aug 4, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 23, 2025)

Tesla's Q2 2025 update, furnished under Item 2.02 of Form 8-K, shows a sharp year-over-year decline in core profitability and cash generation. Total revenue fell 12% to $22.5B, driven by a 13% drop in deliveries (384,122 units), lower regulatory credit revenue ($439M vs. $890M a year earlier), and lower average selling prices. GAAP operating income fell 42% to $923M, a 4.1% operating margin, as R&D spending rose to $1.59B (up roughly 48% YoY) on AI and other projects. GAAP diluted EPS was $0.33 and non-GAAP diluted EPS was $0.40, down 18% and 23% respectively. GAAP net income was supported by $320M of other income, which includes digital asset gains, so it overstates the strength of core operations relative to operating income. Cash generation weakened significantly. Operating cash flow was $2.54B, but capital expenditures of $2.39B left free cash flow of only $146M, down 89% YoY. Cash, cash equivalents and investments ended the quarter at $36.8B, roughly flat sequentially. Total debt and finance leases were about $7.2B. Management's outlook is largely qualitative: it cites macro, tariff and fiscal policy uncertainty, plans to prudently grow vehicle volumes, and reiterates timing for a more affordable model (volume production in 2H25) and for Cybercab and Semi (2026). The update also highlights the June launch of the Robotaxi service in Austin, which still uses a safety rider, and continued growth in Services and Other revenue (up 17% YoY) and Supercharger network size (up 14%). For investors, the key tension is between heavy AI, autonomy and capex investment, which management frames as the company's transition toward AI, robotics and services, and near-term earnings and free cash flow pressure from a shrinking core vehicle business. The filing provides no quantitative guidance, so the pace of new-product ramps, the durability of services growth and the return on elevated R&D and capex will be the main variables to monitor in subsequent quarters.

Jul 23, 2025 8-K

Shareholder Matters

Tesla, Inc. 8-K Report, Shareholder Nominations (Jul 10, 2025)

Tesla, Inc. has announced the date of its 2025 annual shareholder meeting, scheduled for November 6, 2025. This announcement is crucial for investors as it sets the timeline for corporate governance activities and shareholder participation. The filing also details the deadlines for submitting proposals and director nominations for inclusion in the company's proxy materials and for presentation at the meeting itself. Shareholders intending to include proposals in the proxy statement must submit them by July 31, 2025. For matters, including director nominations, to be presented at the meeting but not included in the proxy materials, the submission window is from July 9, 2025, to August 8, 2025. These deadlines are critical for shareholders wishing to influence company direction or nominate board candidates.

Jul 10, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 2, 2025)

Tesla, Inc. (TSLA) has filed an 8-K Current Report on July 2, 2025, primarily announcing the release of a press release regarding its financial results and condition. While the filing itself does not contain the detailed financial data, it directs investors to Exhibit 99.1, the press release dated July 2, 2025, for this crucial information. Investors should carefully review this press release to understand Tesla's performance, operational updates, and any forward-looking statements for the period ending July 1, 2025. This report serves as the official notification mechanism for Tesla's material updates, and the accompanying press release will likely contain key performance indicators (KPIs) such as vehicle deliveries, revenue, profitability, and any significant strategic developments. Investors are advised to consult the press release for a comprehensive understanding of the company's current financial standing and outlook.

Jul 2, 2025 8-K

Corporate ChangesExhibits & Filings

Tesla, Inc. 8-K Report, Bylaw Amendment (May 16, 2025)

Tesla, Inc. (TSLA) has filed an 8-K report detailing amendments to its corporate bylaws, effective May 15, 2025. These changes are a direct response to recent amendments in Texas business law and aim to enhance corporate governance and streamline dispute resolution processes. Key among these is the adoption of a jury trial waiver for "internal entity claims" and an ownership threshold of 3% of outstanding shares required for any shareholder or group to initiate or maintain a derivative proceeding. These amendments are designed to protect the company from potentially costly and distracting litigation, particularly from activist shareholders or smaller stakeholder groups. From an investor's perspective, these bylaw changes are noteworthy as they could impact the ease with which shareholders can pursue certain legal actions against the company. The jury trial waiver and the derivative proceeding threshold aim to reduce the likelihood of frivolous lawsuits and concentrate decision-making power regarding litigation with more significant equity stakes. While these measures are intended to benefit the company and its long-term shareholders by fostering a more stable operating environment, investors should be aware of the potential implications for their ability to bring certain claims.

May 16, 2025 8-K

Leadership ChangesExhibits & Filings

Tesla, Inc. 8-K Report, Executive Changes (May 16, 2025)

Tesla, Inc. (TSLA) has announced a change to its Board of Directors through an 8-K filing on May 16, 2025. John R. (Jack) Hartung has been appointed to the Board and its Audit Committee, effective June 1, 2025. This appointment is notable as Mr. Hartung is the father-in-law of a Tesla employee, a Service Technician whose compensation for fiscal year 2024 was approximately $124,000. Tesla asserts that this employee's compensation was determined in line with its standard practices and that no other related party transactions requiring disclosure under Item 404(a) exist between Tesla and Mr. Hartung. Further details reveal Mr. Hartung's compensation arrangements. He is eligible for Tesla's standard outside director compensation package but has proactively waived all cash compensation until further notice. Additionally, he has joined other board members in waiving equity compensation pending new Board determinations. This filing also includes an X post announcing his appointment as an exhibit.

May 16, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 22, 2025)

Tesla's Q1 2025 Update (Exhibit 99.1 to this Form 8-K, dated April 22, 2025) shows a sharp earnings decline. Total revenue fell 9% year-over-year to $19.3B, driven by a 20% drop in automotive revenue to $14.0B, as deliveries fell 13% to 336,681 units and average selling prices declined on mix and incentives. GAAP operating income dropped 66% to $0.4B, a 2.1% operating margin, and GAAP net income attributable to common stockholders fell 71% to $0.4B ($0.12 diluted EPS). Non-GAAP net income was $0.9B ($0.27 non-GAAP diluted EPS). Operating expenses rose 9% on AI and other R&D spending, and the filing notes a Model Y production line changeover that cost several weeks of output. Cash generation held up better than earnings. Operating cash flow was $2.2B and free cash flow was $0.7B, leaving cash, cash equivalents and investments at $37.0B, up $0.4B sequentially. Energy storage was a bright spot, with 10.4 GWh deployed (up 154% YoY) and energy revenue up 67% to $2.7B. Services and other revenue grew 15% to $2.6B. Management flagged meaningful forward uncertainty. It said evolving trade policy is adding cost and supply chain pressure, that the tariff landscape will affect the Energy business more than Automotive, and that demand could be hit in the near term. Tesla will not update its 2025 guidance until the Q2 update. New, more affordable vehicles remain on track for start of production in the first half of 2025, but with less cost reduction than previously expected, and the company is pursuing a more capex-efficient path to roughly 60% production growth over 2024 before adding new manufacturing lines.

Apr 22, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 2, 2025)

Tesla's April 2, 2025 Form 8-K furnishes a press release with preliminary first-quarter 2025 operating metrics: production of 362,615 vehicles, deliveries of 336,681 vehicles, and energy storage deployments of 10.4 GWh. Management attributed the period's results to the changeover of Model Y lines at all four factories, which cost several weeks of production in Q1, while noting the ramp of the new Model Y is progressing well. Production exceeded deliveries by roughly 25,900 vehicles, a gap that suggests inventory built during the quarter, though the filing does not explicitly address inventory levels. The filing is limited to operational data. It does not disclose net income, cash flow, revenue, margins, or average selling price, and Tesla states that deliveries and storage deployments are not reliable indicators of quarterly financial results on their own. Investors will need the full Q1 2025 financial results and the Form 10-Q, both scheduled for release after market close on April 22, 2025, to assess profitability and cash generation. The release is furnished under Item 2.02 and is not deemed 'filed' under Section 18 of the Exchange Act. From a investor perspective, the key takeaways are that Q1 volumes were pressured by the Model Y changeover, that production remained well above deliveries, and that the financial picture will come with the April 22 earnings release. The 4% and 7% figures in the table indicate the share of Model 3/Y and Other Models volumes subject to operating lease accounting, which affects how revenue is recognized and is worth monitoring in the forthcoming financial disclosures.

Apr 2, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 29, 2025)

Tesla's Q4 and full-year 2024 update shows a year of heavy investment and flat-to-weaker profitability. FY2024 total revenue rose 1% to $97.7B, but automotive revenue fell 6% to $77.1B and deliveries dipped 1% to 1.79M. GAAP operating income fell 20% to $7.1B (7.2% margin), and GAAP net income attributable to common stockholders fell 53% to $7.1B. The comparison is distorted by a $5.9B deferred tax valuation allowance release in 2023, and 2024 GAAP net income includes a $0.6B digital asset gain in Q4. Non-GAAP net income was $8.4B, down 23%. Adjusted EBITDA was flat at $16.6B. The quarter was mixed. Q4 revenue grew 2% YoY to $25.7B and deliveries reached a record 495,570 units, but Q4 operating income fell 23% to $1.6B as ASPs declined and AI/R&D spending rose. Energy generation and storage was a bright spot, with revenue up 67% for the year, 31.4 GWh deployed (up 114%), and record Q4 gross profit. Management reported Q4 COGS per vehicle below $35,000, an all-time low. Cash generation remained solid: operating cash flow was $14.9B, but capex rose 27% to $11.3B, so free cash flow fell 18% to $3.6B. Cash and investments grew to $36.6B. The forward outlook carries the most investor weight. Management expects vehicle volumes to return to growth in 2025, driven by more affordable models starting production in the first half of 2025, though these will achieve less cost reduction than previously planned. Energy storage deployments are guided to grow at least 50% in 2025. The company is targeting unsupervised FSD and a Robotaxi launch later in 2025, with Cybercab volume production in 2026. Execution on these launches, the margin impact of lower-cost models, and the pace of AI-related spending will be key watch items.

Jan 29, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 2, 2025)

Tesla's January 2, 2025 Form 8-K, furnished under Item 2.02, attaches a press release reporting preliminary Q4 2024 operating metrics rather than financial results. The company produced approximately 459,000 vehicles and delivered over 495,000 in the quarter, both described as records for deliveries and energy storage deployments. Energy storage deployments reached 11.0 GWh in Q4 and 31.4 GWh for full-year 2024. For the full year, Tesla produced about 1.77 million vehicles and delivered about 1.79 million. The filing is an operational update, not an earnings release. Tesla explicitly states that net income and cash flow will be disclosed with Q4 financial results on January 29, 2025, and cautions that deliveries and deployments are not reliable indicators of quarterly financial performance, which also depends on average selling price, cost of sales, and foreign exchange movements. The company also noted that operating lease accounting affects about 5% of Model 3/Y deliveries and 6% of other-model deliveries in the quarter. For investors, the key takeaways are that Q4 deliveries exceeded production, implying inventory drawdown, and that the record deployment figure points to continued strength in the energy segment. The information is furnished rather than filed, so it is not subject to Section 18 liability, and the full financial picture must await the January 29 earnings release and the 10-K.

Jan 2, 2025 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 23, 2024)

Tesla's Q3 2024 Update (furnished under Item 2.02 and dated October 23, 2024) shows a quarter of year-over-year growth with improving profitability. Total revenue rose 8% YoY to $25.2B, GAAP operating income rose 54% to $2.7B (a 10.8% operating margin, up 323 bp), and GAAP net income attributable to common stockholders was $2.2B. Non-GAAP net income was $2.5B. Gross margin expanded to 19.8%, and COGS per vehicle fell to a record low of about $35,100. Vehicle deliveries grew 6% YoY to 462,890 and production grew 9% YoY to 469,796, with record Q3 volumes. Energy generation and storage revenue rose 52% YoY, and the Energy segment posted a record 30.5% gross margin. Cash generation was strong. Operating cash flow was $6.3B and free cash flow was $2.7B, lifting cash, equivalents and investments by $2.9B sequentially to $33.6B. Management is guiding to only slight vehicle delivery growth in 2024, with energy storage deployments expected to more than double YoY. It also plans to launch more affordable models in the first half of 2025 that reuse aspects of current platforms. Management says this will yield less cost reduction than previously expected but allows more capital-efficient volume growth. Investors should note that part of the year-over-year gain in automotive profitability came from one-time items, including higher FSD revenue recognition and regulatory credits, and that the Q3 operating result was helped by lower raw material and freight costs. The filing is a furnished earnings release rather than a substantive corporate event, so its significance lies in the operating results and forward commentary. The main debate for investors is whether the planned 2025 affordable models and autonomy-driven growth can offset the pricing pressure seen in S3XY average selling prices and the reduced cost-reduction trajectory.

Oct 23, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 2, 2024)

Tesla, Inc. (TSLA) filed an 8-K on October 2, 2024, primarily to disclose a press release dated October 2, 2024, regarding its operational and financial results. While the 8-K itself does not contain the detailed financial figures, it directs investors to the attached press release (Exhibit 99.1) for this crucial information. This filing format indicates that the company is providing an update on its performance, and investors should carefully review the accompanying press release for specifics on revenue, profitability, production, deliveries, and any forward-looking statements. Investors should note that this filing is made under Item 2.02 and is furnished, not filed. This distinction means the information is not subject to the liabilities of Section 18 of the Exchange Act. The core value for investors lies in the content of the press release, which will detail Tesla's latest performance metrics and strategic updates. It is imperative to access and analyze Exhibit 99.1 for a comprehensive understanding of Tesla's current financial health and operational standing.

Oct 2, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 23, 2024)

Tesla's Q2 2024 Update (Exhibit 99.1 to this 8-K, furnished under Item 2.02) reports total revenues of $25.5B, up 2% year over year, driven by a 100% increase in Energy Generation and Storage revenue to $3.0B on record storage deployments of 9.4 GWh. Automotive revenues fell 7% YoY to $19.9B as S3XY average selling prices and deliveries declined, partly offset by record regulatory credit revenue of $890M. GAAP operating income was $1.6B (6.3% margin), down 33% YoY, and was burdened by $622M of restructuring and other charges as well as rising operating expenses ($3.0B, up 39%), which management attributes largely to AI projects. GAAP net income attributable to common stockholders was $1.5B ($0.42 diluted EPS), and non-GAAP net income was $1.8B ($0.52 non-GAAP diluted EPS). Cash generation improved sequentially. Operating cash flow was $3.6B and free cash flow was $1.3B, which management says benefited from a $1.8B inventory reduction, partly offset by $0.6B of AI infrastructure capex. Cash, cash equivalents and investments rose $3.9B sequentially to $30.7B, while total debt and finance leases increased to roughly $7.7B, mostly from non-recourse vehicle and energy product financing. Adjusted EBITDA was $3.7B with a 14.4% margin, down from 18.7% a year earlier. Management's outlook points to a slower 2024 vehicle volume growth rate than 2023, with energy storage expected to outpace automotive growth. Tesla plans to start production of more affordable vehicles in the first half of 2025 on existing lines, with a stated capacity of close to three million vehicles. The company is also pursuing FSD monetization through a price cut and free trials, and it expects Robotaxi timing to depend on technology and regulatory approval. Investors should weigh the energy and regulatory-credit strength against margin compression, restructuring costs, and rising AI spending.

Jul 23, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 2, 2024)

Tesla, Inc. (TSLA) filed an 8-K on July 2, 2024, to report information typically associated with its financial results and operational performance. The core of this filing is a press release, dated July 2, 2024, which contains crucial details regarding the company's recent performance. Investors should carefully review this press release for updates on financial condition, operational metrics, and potentially forward-looking statements, as it represents the company's official communication on these matters. While the 8-K itself is a procedural filing referencing the press release, the attached exhibit is where the substantive information for investors resides. It is important to note that this information is furnished under Item 2.02 and is not considered 'filed' under Section 18 of the Exchange Act. This distinction means it may not automatically be incorporated into future SEC filings unless explicitly referenced, but it serves as a critical, timely disclosure of Tesla's performance.

Jul 2, 2024 8-K

Shareholder Matters

Tesla, Inc. 8-K Report, Shareholder Vote Results (Jun 14, 2024)

Tesla, Inc. (TSLA) filed an 8-K on June 14, 2024, detailing the outcomes of its 2024 Annual Meeting of Stockholders held on June 13, 2024. The most significant outcomes for investors include the overwhelming approval of the proposal to re-domicile Tesla from Delaware to Texas, which passed with strong support from both total outstanding shares and disinterested shareholders. Additionally, stockholders ratified the 2018 CEO performance-based stock option award to Elon Musk, a critical decision given its significant value and impact on executive compensation. The election of directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor also proceeded as expected. While most management proposals passed with substantial backing, several shareholder proposals focused on environmental, social, and governance (ESG) matters did not receive majority support. These included proposals related to director term limits, simple majority voting, anti-harassment reporting, freedom of association, electromagnetic radiation, sustainability metrics in executive compensation, and deep-sea mining moratoriums. The results indicate a strong alignment between management's proposals and shareholder voting, while also highlighting a divergence on certain activist shareholder initiatives.

Jun 14, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 23, 2024)

Tesla's Form 8-K filed April 23, 2024 furnishes its First Quarter 2024 Update (Exhibit 99.1), showing a sharp year-over-year deterioration. Total revenue fell 9% to $21.3B, and deliveries fell 9% to 386,810 vehicles. GAAP gross margin compressed 199 basis points to 17.4%, and GAAP operating margin fell to 5.5% from 11.4% a year earlier, as GAAP operating income dropped 56% to $1.2B. Management attributed the decline to lower average selling prices, the Model 3 changeover at Fremont, Gigafactory Berlin disruptions from the Red Sea conflict and an arson attack, the Cybertruck ramp, and higher operating expenses tied to AI and R&D. GAAP net income attributable to common stockholders fell 55% to $1.1B, with diluted EPS of $0.34 (non-GAAP $0.45). Cash generation was the most pressing concern. Operating cash flow was only $0.2B, and free cash flow was negative $2.5B, driven by a $2.7B inventory build (inventory rose to $16.0B, with days of supply at 28 versus 15 in Q4 2023) and $2.8B of capital expenditures, including about $1.0B for AI infrastructure. Cash, cash equivalents and investments declined $2.2B sequentially to $26.9B. Trailing twelve-month free cash flow fell to $1.4B from $5.8B a year earlier. Forward guidance was notably cautious. Management said 2024 vehicle volume growth may be 'notably lower' than in 2023, and it pulled forward the launch of new, more affordable models ahead of the previously communicated second-half 2025 start of production, acknowledging this may yield less cost reduction than previously expected. Management also emphasized autonomy (FSD Supervised V12, lower FSD pricing) and energy storage, which it expects to outpace automotive growth in 2024. The filing's bright spots include a record 4.1 GWh of energy storage deployments, a 140% year-over-year increase in Energy Generation and Storage gross profit, and continued sequential declines in COGS per unit excluding Cybertruck and unscheduled downtime.

Apr 23, 2024 8-K

Leadership ChangesOther Events

Tesla, Inc. 8-K Report, Executive Changes (Apr 16, 2024)

Tesla, Inc. (TSLA) filed an 8-K on April 16, 2024, announcing two significant events. Firstly, Senior Vice President Andrew Baglino, a long-tenured executive overseeing Powertrain and Energy Engineering, has resigned, effective April 14, 2024. Mr. Baglino has been with Tesla for 18 years, holding various engineering roles. His departure from a critical engineering leadership position warrants investor attention, particularly given Tesla's ongoing product development and innovation efforts. Secondly, Tesla announced a significant company-wide restructuring involving a reduction of its global headcount by over 10%. The company cites duplication of roles and job functions stemming from rapid growth as the reason for this move, aiming to reduce costs and increase productivity. This substantial workforce reduction signals a strategic pivot towards greater efficiency as Tesla focuses on its next phase of growth and the development of revolutionary technologies in auto, energy, and AI.

Apr 16, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 2, 2024)

Tesla's April 2, 2024 Form 8-K, furnished under Item 2.02 and Exhibit 99.1, is a preliminary operational update rather than a full financial report. The company produced over 433,000 vehicles and delivered approximately 387,000 in Q1 2024, with production of 433,371 and deliveries of 386,810 in total. Model 3/Y accounted for 412,376 units produced and 369,783 delivered, while other models accounted for 20,995 produced and 17,027 delivered. Tesla also deployed 4,053 MWh of energy storage in the quarter, its highest quarterly deployment to that date. The filing attributes the decline in volumes to the early production ramp of the updated Model 3 at Fremont, plus factory shutdowns caused by shipping diversions tied to the Red Sea conflict and an arson attack at Gigafactory Berlin. Deliveries came in below production, which is the key point for investors: the gap suggests some inventory build, and the company did not frame the quarter as a demand inflection. The release also notes that the 2% figures in the operating lease column reflect the portion of vehicles subject to operating lease accounting, a detail relevant to how revenue is recognized. Tesla explicitly stated that net income and cash flow will be disclosed only with its Q1 2024 earnings on April 23, 2024, and that deliveries and storage deployments are not reliable standalone indicators of financial performance. Investors should therefore treat this release as a volume signal, with margins, pricing, and profitability to be assessed once the 10-Q and earnings call are available.

Apr 2, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 24, 2024)

Tesla's Q4 and full-year 2023 update, furnished under Item 2.02 of Form 8-K on January 24, 2024, shows revenue growth that slowed to 3% year over year in Q4 ($25.2B), while margins compressed. Q4 GAAP gross margin was 17.6% and GAAP operating margin was 8.2% (operating income $2.1B, down 47% YoY). For the full year, revenue rose 19% to $96.8B, but GAAP operating income fell 35% to $8.9B and GAAP gross margin dropped about 735 basis points to 18.2%. Management attributed the pressure to lower vehicle average selling prices, higher operating expenses tied to AI and R&D, and Cybertruck ramp costs, partly offset by lower cost per vehicle and growth in deliveries and energy storage. Headline GAAP earnings were inflated by a one-time, non-cash $5.9B tax benefit from releasing a valuation allowance on deferred tax assets. Q4 GAAP net income was $7.9B, versus $2.5B on a non-GAAP basis, and full-year GAAP net income was $15.0B, versus $10.9B non-GAAP. Investors should look to operating income, non-GAAP earnings, and free cash flow for underlying performance. Full-year free cash flow fell 42% to $4.4B on record capital expenditures of $8.9B, while cash, cash equivalents and investments rose to $29.1B. Management guided that 2024 vehicle volume growth may be notably lower than in 2023 while the next-generation platform launches at Gigafactory Texas, and that energy storage growth should outpace automotive.

Jan 24, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 2, 2024)

Tesla's 8-K filed January 2, 2024 is a short, low-stakes disclosure furnishing a press release (Exhibit 99.1) under Item 2.02 that reports preliminary fourth-quarter and full-year 2023 vehicle production and deliveries, and announces the date of the Q4 2023 earnings release. The company produced approximately 495,000 vehicles and delivered about 484,500 in Q4 2023, and for the full year produced 1,845,985 and delivered 1,808,581 vehicles, representing 35% and 38% year-over-year growth respectively. Full-year deliveries of roughly 1.81 million reflect strong demand growth, with Model 3/Y accounting for the vast majority of volume. The filing contains no financial statements, no net income figures, and no cash flow data. Management explicitly states that net income and cash flow will be disclosed only with the full Q4 and FY 2023 earnings report on January 24, 2024, and cautions that delivery figures alone are not a reliable indicator of quarterly financial results, since profitability depends on cost of sales, foreign exchange movements, and the mix of directly leased vehicles. The Q4 production-versus-delivery gap of about 10,500 units is worth monitoring for inventory build, though the company did not comment on it. For investors, the key takeaway is that this filing confirms operational scale and growth but should not be used to infer margins or earnings. The more consequential information will come with the January 24, 2024 earnings release and the associated webcast, where investors can assess pricing, margins, and cash generation.

Jan 2, 2024 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 18, 2023)

Tesla's Q3 2023 Update (furnished under Item 2.02 of Form 8-K, released October 18, 2023) shows revenue of $23.35B, up 9% year over year, but profitability compressed sharply. GAAP operating income fell 52% YoY to $1.76B, and the operating margin dropped to 7.6% from 17.2% a year earlier. GAAP net income attributable to common stockholders was $1.85B (diluted EPS $0.53), down 44% YoY. Management attributed the margin decline to lower average selling prices, higher operating expenses tied to Cybertruck, AI and other R&D, production ramp and idle costs at new factories, and negative FX, partly offset by volume growth, a lower cost per vehicle (about $37,500), IRA credit benefits and growth in energy and services gross profit. Cash generation was the bright spot. Operating cash flow was $3.3B and free cash flow was $0.8B, with year-to-date free cash flow at $2.3B. Cash, cash equivalents and investments rose $3.0B sequentially to $26.1B, though the increase was driven largely by $2.3B of financing activities, including net new vehicle and energy product financing, rather than operations alone. Energy storage deployments hit a record 4.0 GWh (up 90% YoY), while solar deployments fell to 49 MW amid high interest rates and the end of California net metering. Deliveries reached 435,059 (up 27% YoY), though sequential production declined on planned factory upgrades. For the outlook, Tesla reiterated its target of around 1.8 million vehicle deliveries in 2023, which it said would keep it ahead of its long-term 50% CAGR goal. It also flagged Cybertruck deliveries beginning later in 2023 and a continued shift toward AI, software and fleet-based profits. Investors should weigh the strong volume and cash position against significant margin pressure and the ongoing cost of new factory ramps and R&D investment.

Oct 18, 2023 8-K/A

Shareholder Matters

Tesla, Inc. 8-K/A Report, Shareholder Vote Results (Oct 10, 2023)

This 8-K/A filing from Tesla, Inc. amends a previous report to provide updated details on the results of a non-binding advisory vote regarding executive compensation frequency held at their 2023 Annual Meeting. The amendment clarifies the significant shareholder support for an annual advisory vote on executive compensation, with over 1 billion shares voting in favor of this frequency. This outcome aligns with Tesla's stated intention to conduct such votes annually, providing investors with a consistent mechanism to express their views on executive pay.

Oct 10, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 2, 2023)

Tesla, Inc. (TSLA) filed an 8-K report on October 2, 2023, primarily to disclose a press release dated October 2, 2023. This press release, incorporated by reference, contains information regarding the company's results of operations and financial condition. Investors should note that this information is furnished under Item 2.02 and is not deemed "filed" for purposes of Section 18 of the Exchange Act, nor is it automatically incorporated by reference into other SEC filings unless specifically stated. While the 8-K itself does not provide the details of the financial results, it signals that Tesla has communicated important operational and financial updates to the market. Investors will need to refer to the referenced press release (Exhibit 99.1) for the specific financial figures, operational metrics, and any forward-looking statements or strategic commentary that Tesla has provided. The filing serves as an official notification of this disclosure.

Oct 2, 2023 8-K

Leadership Changes

Tesla, Inc. 8-K Report, Executive Changes (Aug 7, 2023)

This 8-K filing from Tesla, Inc. announces a significant change in its executive leadership, specifically the Chief Financial Officer (CFO) position. Zachary Kirkhorn has stepped down from his role as CFO, concluding a thirteen-year tenure with the company, the last four of which he served as CFO. His departure marks the end of an era for a key executive who oversaw Tesla's tremendous expansion and growth. The company acknowledges Kirkhorn's substantial contributions and notes his commitment to remain through the end of the year to ensure a smooth transition. Vaibhav Taneja has been appointed as the new CFO, in addition to his existing responsibilities as Chief Accounting Officer. Taneja brings extensive experience within Tesla, having served as Chief Accounting Officer since March 2019, Corporate Controller since May 2018, and in various other finance and accounting roles since 2017. His prior experience includes over 16 years at PricewaterhouseCoopers and roles at SolarCity. This transition is a key event for investors to monitor, understanding the impact of new leadership on financial strategy and execution.

Aug 7, 2023 8-K

Other EventsExhibits & Filings

Tesla, Inc. 8-K Report, Corporate Update (Jul 20, 2023)

Tesla, Inc. disclosed under Item 8.01 that a stockholder derivative action in the Delaware Court of Chancery, The Police and Fire Retirement System of the City of Detroit v. Elon Musk, et al. (C.A. No. 2020-0477-KSJM), has been tentatively settled. The Stipulation of Settlement was signed July 14, 2023, and the Court entered a Scheduling Order on July 19, 2023 approving the stockholder Notice. The settlement remains subject to final approval, with a settlement hearing set for October 13, 2023. If approved, the action will be dismissed with prejudice. The case concerned compensation paid to non-employee directors between June 2017 and the present, with plaintiffs alleging breach of fiduciary duty and unjust enrichment. Defendants deny all wrongdoing. The core economic term is that the Director Defendants, jointly and severally, will deliver to Tesla a Settlement Option Amount of $735,266,505, equal to the value of 3,130,406 options. Of that total, $458,649,785 is in returned options, valued under Stipulation Section 2.3, and $276,616,720 is in returned cash and/or stock. Returned options will be canceled, and the 2019 Equity Incentive Plan share reserve will be increased by the number of returned options. Payment is due within 15 business days after final judgment. Plaintiff's counsel fees will be paid out of this amount, reducing the net recovery to Tesla. The directors also permanently forgo 2021 and 2022 foregone option awards and any 2023 compensation for current directors. Tesla will also adopt governance reforms for a five-year period, including an annual independent consultant review of director pay, an annual non-binding-style stockholder vote on director compensation with defendants and other directors abstaining, enhanced proxy disclosure, and internal control reviews. Stockholders receive no direct payment and benefit only indirectly. For investors, this is primarily a governance and litigation-resolution event rather than a material financial event for Tesla's operations. The settlement has no admission of liability, and the value flows to Tesla itself. Investors should monitor the October 13, 2023 hearing, whether the court approves the settlement and fee award, and the timing of the director payment and option cancellations.

Jul 20, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 19, 2023)

Tesla's Q2 2023 update reported record production (479,700 vehicles) and deliveries (466,140, up 83% YoY) and total revenue of $24.9B, up 47% YoY. Profitability was weaker than the top line suggests. GAAP gross margin fell 682 basis points YoY to 18.2%, and GAAP operating margin fell to 9.6% from 14.6% a year earlier. GAAP operating income was $2.4B (down 3% YoY), and GAAP net income attributable to common stockholders was $2.7B (diluted EPS $0.78). Management attributed margin pressure to reduced average selling prices from price cuts in Q1 and early Q2, costs of the 4680 cell production ramp, higher operating expenses tied to Cybertruck, AI and other large projects, and negative FX impact. Partial offsets included lower cost per vehicle (including lower raw material costs and IRA credits) and growth in Energy and Services & Other. Cash generation was solid. Operating cash flow was $3.1B and free cash flow was $1.0B, and cash, cash equivalents and investments rose $0.7B sequentially to $23.1B. Energy storage deployments reached 3.7 GWh (up 222% YoY) as the Lathrop, CA Megafactory ramped. Solar deployments were flat sequentially at 66 MW and declined YoY, which management attributed to high interest rates. Management also highlighted that several automakers, including Ford, GM, Mercedes, and Rivian, have announced adoption of Tesla's NACS charging standard, and that Tesla plans to open its Supercharger network further in 2024. Looking ahead, Tesla reiterated that it expects to grow production in line with a long-term 50% CAGR target and projected around 1.8 million vehicles for 2023. Cybertruck remains on track for initial production later in 2023 at Gigafactory Texas, and Dojo training computer production has started. Management said it expects hardware profits to be increasingly supplemented by AI, software and fleet-based profits over time. The filing is furnished under Item 2.02 and is not deemed filed for Exchange Act Section 18 purposes.

Jul 19, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jul 3, 2023)

Tesla, Inc. filed an 8-K on July 3, 2023, primarily to announce the release of their press release dated July 2, 2023, which contains information regarding their Results of Operations and Financial Condition. Investors should note that this filing serves as an announcement vehicle for the press release and is not intended to be deemed 'filed' for the purposes of Section 18 of the Exchange Act, nor is it intended to be incorporated by reference into future SEC filings unless specifically stated. The press release itself, attached as Exhibit 99.1, is the primary source of the financial and operational updates for the period ending around July 1, 2023. While the 8-K itself does not contain the detailed financial data, it directs investors to the July 2nd press release for the most current information on Tesla's performance. This typically includes key metrics such as production and delivery numbers, revenue, profitability, and any forward-looking statements or business updates from management. Investors are encouraged to review Exhibit 99.1 thoroughly for a comprehensive understanding of Tesla's recent financial and operational standing.

Jul 3, 2023 8-K

Shareholder Matters

Tesla, Inc. 8-K Report, Shareholder Vote Results (May 22, 2023)

Tesla, Inc. (TSLA) filed an 8-K on May 21, 2023, detailing the results of its 2023 Annual Meeting of Stockholders held on May 16, 2023. Key outcomes include the re-election of Class I directors, including Elon Musk, Robyn Denholm, and JB Straubel, for a three-year term. The meeting also saw the approval of executive compensation on a non-binding advisory basis and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023. Furthermore, stockholders voted in favor of holding an advisory vote on executive compensation annually. However, two stockholder proposals – one concerning key-person risk reporting and another on child and forced labor reporting – were not approved by the shareholders. These results indicate strong shareholder support for the current board and executive compensation structure, while also reflecting a preference against certain new reporting initiatives.

May 22, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 19, 2023)

On April 19, 2023, Tesla, Inc. released its financial results for the quarter ended March 31, 2023 by posting its First Quarter 2023 Update on its website. The update is furnished as Exhibit 99.1 under Item 2.02 of Form 8-K, and the filing states that it is not deemed "filed" for purposes of Section 18 of the Exchange Act. The update covers a financial summary, an operational summary, vehicle capacity, core technology, other highlights, an outlook section, key metrics, financial statements, and GAAP to non-GAAP reconciliations. Tesla also reported that its prior-period results were retroactively adjusted for the three-for-one stock split effected as a stock dividend in August 2022. The update highlights several operating programs. It cites cumulative miles driven with FSD Beta, a Global Model 3 cost normalized decline of about 30%, Energy Storage deployments, and Services & Other gross margin. It also covers Cybertruck pilot line and winter testing, Gigafactory Texas tooling for Cybertruck and 4680 cell production, and the Megafactory in Lathrop, California Megapack body line. The update defines Adjusted EBITDA, free cash flow, and days of supply, and it includes non-GAAP measures, which Tesla states should be read alongside U.S. GAAP results. Tesla hosted a live webcast of its first quarter 2023 earnings call beginning at 4:30 p.m. CT on April 19, 2023. The filing refers investors to the Risk Factors section of its annual report on Form 10-K filed January 31, 2023, and notes that the update's forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

Apr 19, 2023 8-K

Corporate ChangesExhibits & Filings

Tesla, Inc. 8-K Report, Bylaw Amendment (Apr 5, 2023)

Tesla, Inc. (TSLA) filed an 8-K on April 4, 2023, reporting amendments to its Amended and Restated Bylaws, effective March 30, 2023. The primary changes are the adoption of a proxy access right for stockholders and updates to director nomination procedures to align with SEC's Rule 14a-19 (universal proxy card rules). These amendments empower eligible long-term stockholders to nominate a limited number of directors to be included in Tesla's proxy materials. This grants shareholders more direct influence over board composition, potentially leading to greater alignment between management and shareholder interests. Investors should note that specific ownership thresholds and holding periods apply for stockholders to utilize proxy access.

Apr 5, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Apr 3, 2023)

Tesla, Inc. filed an 8-K on April 2, 2023, to announce the release of its first-quarter 2023 financial results. The attached press release, dated April 2, 2023, contains the detailed operational and financial information for the period ending April 1, 2023. Investors should refer to Exhibit 99.1 for the comprehensive details regarding Tesla's performance in Q1 2023, including key metrics, profitability, and production/delivery figures. This filing serves as the official notification of the results, which are not deemed 'filed' for certain regulatory purposes but are crucial for understanding the company's ongoing performance and strategic execution. The provided document primarily directs investors to the accompanying press release for the substance of the financial and operational update.

Apr 3, 2023 8-K

Earnings & ResultsMaterial AgreementsFinancial Events+1

Tesla, Inc. 8-K Report, Material Agreement (Jan 25, 2023)

On January 25, 2023, Tesla released its Fourth Quarter and Full Year 2022 Update (Exhibit 99.1) and disclosed a refinancing of its bank credit lines. On January 20, 2023, Tesla entered into a new senior unsecured revolving credit facility with Citibank, N.A. as administrative agent and Deutsche Bank Securities Inc. The facility provides up to $5.0 billion of commitments, expandable by up to an additional $2.0 billion (to $7.0 billion) subject to conditions, and matures January 20, 2028, with up to two one-year extensions requested. No loans were outstanding as of January 25, 2023. The facility is backed by a $1.0 billion minimum liquidity covenant, which is the most investor-relevant constraint in the agreement. Pricing is floating, based on Term SOFR plus 0.10% (or an alternate base rate, SONIA, or adjusted EURIBOR for other currencies) plus a margin tied to Tesla's senior unsecured debt rating, and Tesla pays a ratings-based fee on the undrawn balance. Same day, Tesla terminated its existing Amended and Restated ABL Credit Agreement (dated March 6, 2019, with Deutsche Bank AG New York Branch as agent), which was scheduled to mature July 1, 2023. The Borrowers had no outstanding borrowings and incurred no early termination penalties. Some lenders under the ABL are also lenders under the new facility, so this is largely a consolidation and extension of Tesla's liquidity backstop rather than a sign of new borrowing needs. The operating results themselves are furnished under Item 2.02 and incorporated by reference from Exhibit 99.1. The text of the 8-K does not reproduce the quarterly and full-year financial figures, which appear in the exhibit's tables and charts. Investors should review Exhibit 99.1 directly for revenue, margin, cash flow, and delivery figures. The information furnished under Item 2.02 is not deemed "filed" for Exchange Act Section 18 purposes.

Jan 25, 2023 8-K

Earnings & ResultsOther EventsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Jan 3, 2023)

Tesla's January 3, 2023 8-K furnished two press releases dated January 2, 2023. The first (Exhibit 99.1) reported preliminary fourth-quarter and full-year 2022 vehicle production and deliveries: Q4 production of about 439,700 vehicles and deliveries of about 405,300, and full-year 2022 deliveries of 1.31 million (up 40% year over year) and production of 1.37 million (up 47%). Management noted that cars in transit rose again at quarter-end as the company shifted toward a more even regional mix of builds. The filing explicitly states that net income and cash flow were not disclosed and will be reported with full Q4 and full-year 2022 results on January 25, 2023. The second release (Exhibit 99.2) announced that Tesla's 2023 Investor Day will be held March 1, 2023, live-streamed from Gigafactory Texas, with limited in-person attendance for select institutional and retail investors. Management said the event will showcase the most advanced production line, long-term expansion plans, the generation 3 platform, and capital allocation. For investors, the key takeaways are the strong 2022 volume growth alongside the rising inventory in transit, and the upcoming catalysts: the January 25 earnings release, where profitability and cash flow will first be visible, and the March 1 Investor Day. Because the filing contains no financial statements, margin or cash data should be treated as unknown until the earnings release.

Jan 3, 2023 8-K

Earnings & ResultsExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 19, 2022)

On October 19, 2022, Tesla released its Third Quarter 2022 Update (Exhibit 99.1) covering the quarter ended September 30, 2022. The 8-K furnishes the update under Item 2.02 and states that it is not deemed "filed" for Exchange Act Section 18 purposes. The text provided for this review is largely the update's section headings and narrative. Its financial tables (income statement, balance sheet, cash flows, deliveries, and GAAP to non-GAAP reconciliations) did not come through in extracted form, so this summary does not cite specific reported revenue, earnings, margin, or delivery figures. Investors should review the tables in the full exhibit before drawing quantitative conclusions. The narrative points to several areas of focus. The update covers financial and operational summaries, vehicle production capacity across Fremont, Shanghai, Berlin-Brandenburg, and Texas, Full Self-Driving (FSD) Beta usage, energy storage deployments, and an Outlook section. The update also discusses how back-end-loaded quarterly deliveries lead to higher vehicles in transit and more expensive outbound logistics. Prior-period figures were retroactively adjusted for the three-for-one stock split effected as a stock dividend in August 2022. The company disclosed non-GAAP measures, including Adjusted EBITDA and free cash flow, and held a webcast of its Q3 2022 results call at 4:30 p.m. CT on October 19, 2022. The filing's forward-looking statements caution that results may differ materially. The risks cited include macroeconomic and pandemic-related uncertainty, supplier and battery cell supply, ramp timing at new Gigafactories, competition, regulatory and incentive changes, product recalls, and foreign exchange movements. Investors should refer to the risk factors in Tesla's Form 10-Q filed July 25, 2022.

Oct 19, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Tesla, Inc. 8-K Report, Financial Results (Oct 3, 2022)

Tesla's October 2, 2022 Form 8-K, furnished under Items 2.02 and 7.01, attaches a press release reporting preliminary Q3 2022 production and deliveries and announcing the date of its Q3 financial results. Tesla produced over 365,000 vehicles (365,923) and delivered over 343,000 (343,830) in the quarter, with Model 3/Y accounting for the bulk of volume (345,988 produced; 325,158 delivered) and Model S/X at 19,935 produced and 18,672 delivered. Total deliveries were up 3% for the group as a whole, with Model S/X and Model 3/Y subject to operating lease accounting at 10% and 3% respectively per the filing's table. The key point for investors is the gap between production and deliveries, roughly 22,000 vehicles. Tesla attributes this to a shift toward a more even regional mix of weekly builds, which reduced the usual end-of-quarter delivery bunching but left more cars in transit at quarter end. Management says these vehicles are already ordered and will be delivered on arrival, and it notes that transport capacity is becoming harder and more costly to secure during peak logistics weeks as volumes grow. Investors should treat this as a timing issue to monitor in Q4 rather than a demand signal, though it does mean reported Q3 deliveries lag production. The filing does not disclose net income or cash flow; Tesla states these will be released with full Q3 results after market close on October 19, 2022, with a webcast at 5:30 p.m. Eastern Time. Because the press release is furnished rather than filed, its content is not subject to Section 18 liability unless specifically incorporated into another filing. The forward-looking statement caveat applies to the production and delivery figures.

Oct 3, 2022 8-K

Leadership ChangesExhibits & Filings

Tesla, Inc. 8-K Report, Executive Changes (Sep 28, 2022)

This 8-K filing from Tesla, Inc. announces the appointment of Joseph Gebbia to its Board of Directors, effective September 25, 2022. Mr. Gebbia, a co-founder of Airbnb, brings significant experience in scaling a technology company. This addition to the board could be viewed positively by investors as it potentially brings new perspectives and expertise to Tesla's governance and strategic decision-making. The filing explicitly states there are no related party transactions requiring disclosure between Tesla and Mr. Gebbia. Importantly, Mr. Gebbia has elected to waive his cash compensation and also, along with the rest of the Board, has waived equity compensation until July 2023. This demonstrates a commitment to aligning director interests with long-term shareholder value during a period of strategic recalibration for the company's compensation structure. The Board has not yet appointed Mr. Gebbia to any committees, with such decisions to be made in due course.

Sep 28, 2022 8-K

Shareholder MattersOther EventsExhibits & Filings

Tesla, Inc. 8-K Report, Shareholder Vote Results (Aug 5, 2022)

This 8-K filing from Tesla, Inc. reports on the outcomes of their 2022 Annual Meeting of Stockholders held on August 4, 2022. Key decisions made by shareholders include the election of two Class III directors, Ira Ehrenpreis and Kathleen Wilson-Thompson, to the Board of Directors. The meeting also saw the approval of a management proposal to increase the number of authorized shares of common stock by 4 billion, which is a significant move for potential future capital raising or stock-based compensation. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified by shareholders. Notably, two management proposals to amend the company's charter to reduce director terms to two years and to eliminate supermajority voting requirements were not approved. These proposals required a 66 2/3% approval of outstanding shares and failed to meet this threshold. Furthermore, several non-binding advisory stockholder proposals concerning various reporting matters, including anti-harassment efforts, board diversity, employee arbitration, lobbying, freedom of association, child labor, and water risk, also failed to gain majority support from shareholders. An important update outside of the shareholder meeting results is Tesla's announcement on August 5, 2022, of a three-for-one stock split in the form of a stock dividend, which is designed to make stock ownership more accessible.

Aug 5, 2022

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