Tesla, Inc. (TSLA), Financial Analysis

Insights derived from analysing SEC filings. Independent analysis of Tesla, Inc. common stock, not a publication of the SEC. Figures are read from three annual reports on Form 10-K, six quarterly reports on Form 10-Q, ten current reports on Form 8-K and their exhibits, the 2025 proxy statement, Schedules 13D and 13G, Forms 13F and Forms 3, 4, 5 and 144 on the record for central index key 1318605, together with the comparable filings of seven peers. Accession numbers for every filing used appear in the Sources appendix. Every market price is the last trade recorded on 4 September 2026.

1 Revenue & Business Model

The revenue mix moved away from vehicles across the five years to 2025. Revenue for the year to 31 December 2025 was $94,827m, down 2.93% on 2024 and up at a 15.2% compound rate from 2021. Automotive sales fell from 82.0% of revenue in 2021 to 69.4% in 2025, while energy generation and storage went from 5.2% to 13.5% at a 46.3% compound rate and services and other from 7.1% to 13.2% at 34.7%. The two nonvehicle lines produced $25,301m, 26.7% of revenue, and energy alone produced 22.2% of group gross profit on deployments of 46.7 GWh, 11.7 times the 2021 figure. Deliveries of approximately 1.64 million vehicles were 9.3% below 2023.

Three items are disclosed separately inside automotive revenue. Regulatory credits of $1,993m carry, in the company's own words, negligible incremental costs, so the line is close to pure gross profit; it fell 27.9% in the year and was still 45.8% of operating income. Automotive leasing was $1,712m, down 6.29% on 2024, and the annual report attributes the fall in part to a shift towards commercial banking partner programmes whose revenue is recognised in automotive sales. The deferred revenue on connectivity, FSD (Supervised) features, free Supercharging and software updates closed 2025 at $3,867m, and the filings do not separate the autonomy part of that balance in any year except 2024.

The first half of 2026 reversed the direction of both lines. Revenue for the six months to 30 June 2026 was $50,623m, up 21.0%, on automotive sales up 23.6% and services and other up 46.5%. Regulatory credits in the same half were $526m against $1,034m, a 49.1% fall, and the contracted credit backlog on agreements longer than one year fell $3.84bn during 2025, to $841m.

How the money is made

Tesla reports two segments: automotive, and energy generation and storage. The automotive segment holds vehicle sales, regulatory credits, leasing and the whole of services and other, which covers used vehicles, nonwarranty maintenance and collision, paid Supercharging, insurance, parts and merchandise. The energy segment holds Megapack, Powerwall, solar generation, related services and incentives. Vehicles are sold direct through Tesla's own website and stores rather than a dealer network, and software features are sold as options or subscriptions after delivery. The company states its focus as bringing artificial intelligence into the real world through FSD (Supervised), the Robotaxi service launched in June 2025, and Optimus, none of which carries a revenue line in the segment note; the chief executive's 2025 award measures them in units instead.

Table 1.1 Revenue by major source as filed, five years to 31 December 2025

Energy revenue divides between sales, $12,270m in 2025, and leasing, $501m, and the leasing part has not moved in five years.

The two segments

Table 1.2 Reportable segment revenue and gross profit as filed

The automotive segment revenue line is not total automotive revenues: it adds services and other, so the $82,056m in 2025 is $69,526m of vehicles, credits and leasing plus $12,530m of services. Services and other grew 18.95% while automotive revenue fell 9.79%. Energy is the mirror image, its gross profit moving from a loss of $129m in 2021 to $3,802m in 2025.

Where the revenue is earned

Geographic revenue is stated on the sales location of the products, in three lines only: the United States, China and one residual international line. There is no hedging or elimination line, no Europe split and no country detail below the residual line. The long lived asset table is the only country level cut, and it shows $35,847m in the United States, $4,775m in Germany and $4,625m elsewhere at 31 December 2025.

The United States moved from 44.5% of revenue in 2021 to 50.2% in 2025 while its absolute revenue was flat over the last two years, $47,725m then $47,627m. China has held between 21.4% and 22.5% since 2022 and was $20,962m in 2025. The residual international line carried $2,783m of the $2,863m fall in 2025 revenue, ending at $26,238m, then grew 61.3% in the first half of 2026 to $17,879m as the United States fell to 47.2% of revenue and China to 17.5%.

Regulatory credits

Table 1.3 Regulatory credits against the profit lines they support

Two readings follow. On the reported numbers the automotive segment margin fell 71 basis points in 2025; on the credit free numbers it fell 9 basis points, and the underlying vehicle and services business was flat. The counterargument is that the credits are cash from a real business activity, earned every year since well before this period, so excluding them understates a recurring source of profit. On both readings the share of income from operations the credits carry rose to 45.8% while the line itself fell 27.9% in 2025, to 2.10% of revenue, and a further 49.1% in the first half of 2026, to 1.04%.

The credit contracts carry one forward figure. Transaction price allocated to unsatisfied performance obligations on credit contracts with an original expected length of more than one year was $841m at 31 December 2025, of which $738m is expected within 12 months, and the annual report attributes the $3.84bn decrease in part to governmental and regulatory actions, naming the One Big Beautiful Bill Act.

Leasing

Automotive leasing revenue of $1,712m covers two arrangements. The direct operating lease programme runs for up to 48 months and produced $1,680m in 2025 against $1,780m in 2024 and $1,860m in 2023, on vehicles carried at $6,120m gross. Direct sales type leases run for up to 72 months, are recognised in full on delivery, and have fallen 95.3% from $215m in 2023 to $10m in 2025 as the company shifted to banking partner programmes whose revenue lands upfront in automotive sales; the volume that shift moved is not disclosed. Maximum exposure on resale value guarantees was $3.45bn at 31 December 2025 against $1.45bn a year earlier.

Deferred revenue on autonomy features

Tesla defers part of each vehicle's price for features it has promised but not yet delivered, and releases the balance to automotive sales revenue when the functionality reaches the customer. The disclosure bundles four things into one balance: internet connectivity, access to FSD (Supervised) features and their ongoing maintenance, free Supercharging programmes and over the air software updates.

Table 1.4 Deferred revenue on connectivity, FSD (Supervised), free Supercharging and software updates

The release doubled in 2024 and the annual report for that year states why: $596m of FSD (Supervised) revenue was recognised on the release of certain features. No equivalent figure appears in the 2025 annual report, and the 2021 to 2023 reports give none either. The amount of autonomy revenue inside automotive sales therefore cannot be read from the filings for any year other than 2024, and the $3,867m balance at the end of 2025 mixes autonomy with connectivity and free charging. Additions fell to $1,083m, the lowest of the four years on file.

Volumes behind the revenue

Table 1.5 Volume and revenue per unit, on the volumes each annual report states

The 2024 and 2025 delivery counts are stated as approximate, so the per unit figures for those years carry that rounding. Revenue per vehicle delivered fell 22.4% from $53,039 in 2022 to $41,179 in 2025, $356 of that in the last year, while services and other per vehicle delivered rose 88.1% from $4,061 in 2021 to $7,640 in 2025 on a line that covers used vehicles, nonwarranty maintenance and collision, paid Supercharging, insurance, parts and merchandise. Energy revenue per kilowatt hour deployed is not a storage price: the segment also carries solar products, incentives and services, so the fall from $699 to $273 mixes a decline in the price of a Megapack with a mix shift towards storage.

The current half year

Table 1.6 Six months to 30 June, revenue as filed in the quarterly report

Automotive sales revenue rose 23.6% in the half and regulatory credits fell 49.1%. Automotive segment gross margin was 17.48% against 14.87%. Energy revenue was $5,547m against $5,519m and its gross margin 28.70% against 29.55%, and operating income rose $17m on $8,792m more revenue.

What the mix means for the equity

The mix moved in both directions at once. Deliveries in 2025 were 9.3% below 2023, revenue per vehicle delivered was 22.4% below its 2022 peak, energy revenue per kilowatt hour deployed fell from $699 to $273, and regulatory credits fell 27.9% in 2025 and a further 49.1% in the first half of 2026. Over the same period energy carried a 29.77% gross margin and 22.24% of group gross profit on 13.47% of revenue, services and other compounded at 34.7% over four years, and the first half of 2026 raised automotive sales revenue 23.6% and the automotive segment gross margin 261 basis points while the credit line halved.

2 Financial Analysis & Ratios

Revenue in the first half of 2026 was $50,623m, up 21.0%, and operating income was $1,339m against $1,322m, a rise of 1.3%. Gross profit rose $2,440m and operating expenses rose $2,423m. The operating margin was 2.65%, against 16.76% in 2022 and 4.59% in 2025. Free cash flow was $352m on capital expenditure of $8,282m, 97.1% of the whole of 2025 spent in six months.

Three measures run through this chapter. Automotive gross margin excluding regulatory credits, the company's own number, fell from 27.04% in 2021 to 15.35% in 2025 and then rose to 17.55% in the 2026 half year while credit revenue halved. Free cash flow fell to $3,581m in 2024 from $7,561m in 2022, and to $352m in the 2026 half year. And the gap between filed net income and the company's own adjusted measure reached 63.8% of the filed result. One prior year, 2023, carries a deferred tax valuation allowance release the company itself removes, worth $1.70 of the $4.30 of diluted earnings per share reported that year.

The market values that record at $1,392,413m, which is 367 times the 2025 filed result, 238 times the company's own adjusted 2025 result and 224 times 2025 free cash flow.

What changed

Table 2.1 What changed, the audited year to 31 December 2025 against 2024, and the half year to 30 June 2026 against the same half of 2025

The two periods run in opposite directions on the top line and in the same direction on the bottom line. Revenue fell 2.9% in 2025 and rose 21.0% in the 2026 half year, and in both periods net income moved less than a percentage point of revenue. Operating income fell 38.5% in 2025 on a 2.0% fall in gross profit, because operating expenses rose $2,365m to $12,739m; in the 2026 half year research and development rose $1,319m and selling, general and administrative expense $1,198m.

The energy segment changed direction. It grew 26.6% in 2025 at a 29.77% gross margin and produced 22.24% of group gross profit on 13.47% of revenue. In the 2026 half year its revenue was flat at $5,547m and its gross profit fell 2.4%, so the growth in the half came from automotive and from services and other.

Five years as filed

Table 2.2 Income statement, cash flow and balance sheet, as filed, 2021 to 2025

Revenue rose 76.2% across the five years and operating income fell 33.2%. The turn came in 2023, when revenue grew 18.8% and gross profit fell 15.3% as the gross margin fell from 25.60% to 18.25% in one year. Since then the gross margin has held between 17.86% and 18.25%. Gross profit fell 3.2% from $17,660m in 2023 to $17,094m in 2025 while operating expense rose from $8,769m to $12,739m, and operating income fell from $8,891m to $4,355m.

Capital expenditure in this table adds purchases of solar energy systems to purchases of property and equipment, the basis on which the company restates the earlier years itself. The annual report presented those as two lines up to the 2023 report and as one from 2024, and the solar line was $32m in 2021, $5m in 2022 and $1m in 2023.

The automotive margin without the regulatory credits

Table 2.3 Automotive gross margin, as filed and excluding regulatory credit sales

Regulatory credits carry no cost of revenue, so every dollar of them is gross profit and operating profit. Remove the $1,993m earned in 2025 and operating income is $2,362m and the operating margin 2.54% rather than 4.59%. In the first half of 2025 credits were 78.2% of operating income; in the first half of 2026, after falling 49.1% to $526m, they were 39.3%.

The two moved in opposite directions. Automotive gross margin excluding credits was 15.35% in 2025 and 17.55% in the 2026 half year, a rise of 370 basis points, and 118 basis points of the reported 18.73% is credits against 291 basis points a year earlier.

Two limits on reading it. The measure covers automotive revenues only, so services and other sits outside it: the automotive segment, which includes services, earned a 16.20% gross margin in 2025 against the 17.78% automotive figure. And the company publishes the measure only in the furnished update exhibit, so it is unaudited; the last row of the table is its own published version.

Cash generation against the capital programme

Operating cash flow ran between $13,256m and $14,923m across the four years to 2025, a band of $1,667m, while capital expenditure ran between $6,514m and $11,342m, a band of $4,828m. Free cash flow was $7,561m in 2022, $3,581m in 2024 and $6,220m in 2025.

Both lines moved in the 2026 half year. Operating cash flow rose 83.9% to $8,634m and capital expenditure rose 113.1% to $8,282m, leaving $352m. Capital expenditure was 16.36% of revenue against 9.29% a year earlier, and 2.58 times depreciation, amortisation and impairment against 1.39 times for the whole of 2025. In the second quarter alone the company spent $5,789m and free cash flow was a loss of $1,092m, its first negative quarter since the first quarter of 2024.

Cash and short term investments were $43,524m at 30 June 2026 against $44,059m at 31 December 2025, a fall of $535m against $8,282m of capital expenditure in the half. Interest income was $1,680m of the $5,278m of income before income taxes in 2025, 31.8%.

Filed earnings against the company's own adjusted measure

Table 2.4 From net income as filed to the company's own adjusted measure

The company defines the measure as net income attributable to common stockholders before stock based compensation expense net of tax, digital assets gain or loss net of tax, and release of valuation allowance on deferred tax assets. It is published in the quarterly update exhibit furnished with the earnings release on Form 8-K. The annual report on Form 10-K contains no adjusted earnings measure at all, so every adjusted figure in this report is unaudited, expressly not deemed filed, and not incorporated into the audited statements.

Stock based compensation is what the gap mostly is: $2,012m net of tax of the $2,064m gap in 2025, and $1,792m against a gap of $1,015m in the 2026 half year. That $1,792m is larger than the filed result of $1,591m for the same half. Gross stock based compensation of $2,181m was 162.9% of operating income and 4.31% of revenue against 2.98% for 2025, and includes $527m for the chief executive award.

Two adjusting items appeared for the first time in the second quarter of 2026 and both work against stock based compensation. The company invested $2.00bn in SpaceX common stock in March 2026 for an interest of less than 1%, elected the fair value option, and recognised an unrealised gain of $1,005m in the half year, $763m net of tax, which it then removes from its own measure. That gain is 48.4% of income before income taxes for the half. Other income, net was $55m in total and includes both the gain and a $334m loss on digital assets; without the SpaceX mark it would have been a loss of $950m. The second item, certain tax items, removes $274m for the release of valuation allowances on certain California deferred tax assets and pillar two accruals, the second time in four years that a valuation allowance release has increased the filed result and been removed from the company's own measure.

The 2023 deferred tax valuation allowance release

2023 is the one year in the table where the adjusted measure is below the filed result, and the reason is a single item that never touched cash.

Table 2.5 The 2023 valuation allowance release, and what 2023 looks like without it

Income before income taxes in 2023 was $9,973m and net income $14,997m, because the tax line was a benefit of $5,001m: the company concluded that its United States federal and certain state deferred tax assets were more likely than not to be realisable and released the allowance held against them, keeping a full allowance against California. Remove the $5,927m the company itself removes and 2023 net income is $9,070m, diluted earnings per share $2.60 rather than $4.30, and the effective tax rate 9.29% rather than a benefit of 50.15%.

That changes the shape of the five year record. On the filed numbers, net income rose 19.4% in 2023 and then fell 52.7% in 2024. Without the release, 2023 net income fell 27.8% against 2022 and 2024 fell 21.8% against 2023.

The disclosure carries a real limitation. The filings describe the same event with four different figures, on four different bases, and no bridge between them is disclosed. The income tax note says $6.54bn was released against United States federal and state deferred tax assets. The rate reconciliation in the same note carries a change in valuation allowance line that cuts the tax charge by $5,962m, netting the release against the allowance created during the year. The same note says the allowance on net deferred tax assets fell by $6.46bn, the movement between the $7,349m and $892m carried at each year end. The update exhibit removes $5,927m from net income. A reader who needs one number has to choose which question is being asked.

Ratios

Table 2.6 Ratio analysis, 2021 to 2025 and the half year to 30 June 2026

Definitions. Capital employed is total equity including noncontrolling interests, plus redeemable noncontrolling interests, plus net debt, and net debt is debt and finance leases plus operating lease liabilities less cash and short term investments. Return on capital employed is operating income less the income tax expense reported, over capital employed, and return on equity is net income attributable to common stockholders over closing equity. The return rows read n/a for the half year because they are annual measures; half year working capital days are struck on 182 days and full year days on 365.

Returns fell by a factor of eight in three years. Return on capital employed was 42.51% in 2022 and 5.48% in 2025, and return on equity 28.09% and 4.62%, as operating profit fell 68.1% from its 2022 peak while capital employed rose from $29,461m to $53,525m. The 2023 figures carry the tax benefit above; on the normalised result the return on equity is 14.5% rather than 23.94%.

Net cash rose from $8,834m to $29,340m across the five years and was $27,444m at 30 June 2026, debt and finance leases are 10.68% of equity, and the current ratio has run above 1.9 since 2024. Interest cover fell from 71.5 times in 2022 to 7.74 times in the 2026 half year, on operating income of $13,656m in 2022 against $1,339m in the half.

Working capital turned from a source of funding into a use of it. The cash conversion cycle was a negative 25.8 days in 2021, when suppliers financed 91.0 days against 52.2 days of inventory, and a positive 13.0 days in 2025. Days payable fell from 91.9 to 62.8 between 2022 and 2025 while days sales outstanding rose from 13.2 to 17.6.

Research and development rose from 3.77% of revenue in 2022 to 8.53% in the 2026 half year, stock based compensation from 11.42% of operating income in 2022 to 162.88%, and capital expenditure over depreciation fell to 1.39 times in 2025 and rose to 2.58 times in the 2026 half year. Capital expenditure of $8,282m in that half compares with operating income of $1,339m.

What the numbers mean for the stock

Against the 2025 accounts the $1,392,413m market value is 367 times net income of $3,794m, 238 times the adjusted result of $5,858m, 224 times free cash flow and 26.0 times capital employed of $53,525m. On the diluted share count the 2025 result was struck on, the price is 326 times filed earnings per share of $1.08.

Against those multiples the five year record reads as follows. Revenue compounds at 15.2% a year and fell 2.93% in 2025, the operating margin is 4.59% for 2025 and 2.65% for the half year, return on capital employed is 5.48%, and free cash flow in the most recent half year is 0.03% of the market value.

Three measures moved in the other direction. The automotive margin excluding credits rose 370 basis points in the 2026 half year while the credits halved. Revenue grew 21.0% in that half, the fastest since 2023. And the balance sheet funds the capital programme without help, on $43,524m of cash and short term investments and $27,444m of net cash.

The spending going through research and development, stock based compensation and capital expenditure is not matched by revenue in any of these tables, and no filed statement quantifies the revenue it is expected to produce. What the filed statements do state for the half year is a 2.65% operating margin, 0.70% of revenue converted into free cash flow, and a result the company's own adjusted measure puts 63.8% higher.

3 MD&A & Management Commentary

Tesla's filed management discussion commits to one number about the future, and that number is a cost. The Form 10-K for 2025 said capital expenditure would be in excess of $20 billion in 2026; eighty four days later the Form 10-Q for the March quarter said in excess of $25 billion, and the July filing repeated it. Between the December 2025 quarter and the June 2026 quarter the operating margin fell from 5.7% to 1.4%, free cash flow turned negative for the first time since March 2024, and revenue reached a record $28.24bn. Everything else management says about autonomy, Robotaxi and Optimus reaches investors through documents that are furnished rather than filed, or through an earnings call that is not a Commission document at all.

That one number was restated four times inside fifteen months. The 10-K for 2024, accession 0001628280-25-003063, said Tesla expected capital expenditure "to exceed $11.00 billion in 2025 and in each of the following two fiscal years". Eighty three days later, in the 10-Q of 22 April 2025, accession 0001628280-25-018911, that had become "we currently expect our capital expenditures to exceed $10.00 billion in 2025", with the two following fiscal years gone from the sentence. The 10-Q of 23 July 2025, accession 0001628280-25-035806, cut it again: "we currently expect our capital expenditures to exceed $9.00 billion in 2025". The 10-Q of 22 October 2025, accession 0001628280-25-045968, kept the amount and removed the floor: "we currently expect our capital expenditures to be approximately $9.00 billion in 2025". Capital expenditure in 2025 was $8,527m, $473m and 5.3% below the last figure filed and $2,473m below the first, and no filed document compares the outturn with any of them. The floor the 10-K for 2024 set for 2026 was also $11.00 billion; the figure now filed for 2026 is $25 billion, 127% higher. The floor it set for 2027 was dropped in April 2025 and has never been restated. In fifteen months the only quantified forward statement in Tesla's filed management discussion was cut twice and downgraded from a floor to an approximation for one year, left unstated and then raised 127% for the next, and dropped without restatement for the one after that.

Neither Robotaxi, nor FSD (Supervised), nor Optimus has a revenue line, a unit figure or a margin in the 10-K or in either 10-Q. The only quantified autonomy disclosure is a subscription count on a slide, defined by reference to the 2025 CEO Performance Award. The filed record states that capital expenditure will be in excess of $25 billion in 2026, against $8,527m spent in 2025, and that investment in research and development will negatively impact profitability during this phase. The reasons given for that spending appear only in the furnished deck and on the call.

Reported profit for the June quarter makes the same point. Net income attributable to common stockholders was $1,114m. Of that, $763m after tax was an unrealised mark on a stake of less than 1% in SpaceX, and $274m was the release of a California deferred tax valuation allowance. Strip both and the quarter earned $77m on $28.24bn of revenue.

Three registers, three legal weights

Table 3.1 Where each kind of management statement sits, and what it carries

The body of every Tesla earnings 8-K says the same thing about its own exhibit. Accession 0001628280-26-049213: "This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended". The Outlook slide, the Robotaxi coverage table, the installed capacity table and every adjusted measure in chapter 2 sit inside that exhibit.

Both registers can be watched on a single transaction. The furnished update of 28 January 2026, accession 0001628280-26-003837, states that on 16 January 2026 "Tesla entered into an agreement to invest approximately $2 billion to acquire shares of Series E Preferred Stock of xAI". Item 7 of the 10-K filed the same day says only that "the Company entered into an agreement in January 2026 to make a minority equity investment", and sends the reader to Item 9B, where the same sentence about the $2 billion and the Series E Preferred Stock appears in the filed record. Six months later the same holding is described in the July 10-Q as a stake in SpaceX, "formerly a preferred share investment in xAI", and it produced 68.5% of the quarter's reported profit.

Transcripts of the earnings calls are published by third parties and are not EDGAR documents. Every call quotation below appears word for word in at least two independent publications, named where it is used. Where two publications differ on any word, the statement appears as indirect speech without quotation marks.

What the filed MD&A commits to

Table 3.2 Every quantified or dated forward statement in the filed MD&A, and how it moved

Only the first two rows carry a number about the future. The 10-K sentence reads: "We currently expect our capital expenditures to be in excess of $20 billion in 2026, driven by our AI initiatives, including investments in compute infrastructure and data centers, the expansion and ramp of our manufacturing and R&D production lines and facilities, and growth in our fleet of company-operated AI-enabled assets and our retail, service and charging footprint." The April and July filings repeat the sentence with $25 billion in place of $20 billion and no other change.

The July filing added two sentences that were not in the 10-K. On profitability: "We are also investing heavily in research and development to accelerate our AI, software and fleet-based profits for further revenue growth, which will negatively impact our profitability during this phase." On the balance sheet: "we intend to manage the business such that we maintain a strong balance sheet and sufficient liquidity, which may include additional funding."

The third row is a change made a year earlier, at the 10-K for 2025. The 10-K for 2024 closed its capital expenditure discussion by asserting self sufficiency: "Overall, we expect our ability to be self-funding to continue as long as macroeconomic factors support current trends in our sales." That sentence does not appear in the 10-K for 2025. In its place stands the opposite proposition, repeated word for word in both 2026 quarterly filings: "At the same time, periods of heightened levels of capital expenditures due to capital-intensive projects and other potential variables such as rising material prices and increases in supply chain and labor expenses resulting from changes in global trade conditions and labor availability, will necessitate additional funding beyond our operating cash flow." The self funding sentence appears in each of the three quarterly reports Tesla filed during 2025 and in no filing after the 10-K for that year.

The seventh row is a disclosure that existed and stopped. The 10-K for 2024 states that "we recognized $596 million of FSD (Supervised) revenue due to release of certain features in 2024". No filed document since has carried an FSD revenue figure for a period after 2024; the last one of any kind is the $326 million recognised in the third quarter of 2024 for Cybertruck and certain features, disclosed as a comparative in the third quarter 2025 report. FSD (Supervised) is named in the July 10-Q as a driver of the half year increase in automotive sales revenue, and the furnished updates name it as a driver of revenue and of operating income in three of the four quarters below, but the last amount an investor was given is now more than eighteen months old.

The one number Tesla files, guided against outturn

Table 3.3 The filed capital expenditure statement for each year, as first stated, as restated, and as reported

The 2025 row is the only completed cycle. The figure filed at the start of the year was a floor of $11.00bn. It was cut to $10.00bn in April, cut again to $9.00bn in July, and in October the word exceed was replaced by approximately, so that the last thing Tesla filed about 2025 was not a floor at all. Tesla then spent $8,527m, $473m and 5.3% below that last figure and $2,473m below the first. The 10-K for 2025 reports the outturn in one sentence, that capital expenditure amounted to $8.53 billion in 2025 compared to $11.34 billion in 2024, and does not compare it with any of the four statements the company filed about the year while it was running.

Capital expenditure in the first half of 2026 was $8.28bn, already 97.1% of everything spent in the whole of 2025. The floor stated in the July 10-Q implies at least $16.72bn in the second half, an average of $8.36bn a quarter against the $5.79bn spent in the June quarter, and is 193% above the $8.53bn spent in the whole of 2025. On the call the chief financial officer said "CapEx for this year will be more than $25 billion" and that the spending rate would grow for the next two to three years, the second point carried as indirect speech because published transcripts differ on the wording. He also described "securing certain debt facilities that will give us the capacity to borrow up to $30 billion", both spans quoted from the Motley Fool and Investing.com transcripts of that call. That figure appears in no filing; the July 10-Q discloses $9.08bn of debt outstanding and $5.00bn of unused committed credit, against $6.43bn of unused committed credit at 31 December 2025.

What management says the year was driven by

Item 7 of the 10-K for 2025 explains each revenue and cost line against 2024. It attaches an amount to two of them.

Table 3.4 Management's own explanation of each material movement in the year to 31 December 2025, from Item 7 of accession 0001628280-26-003952

Only the selling, general and administrative line is explained in full: the five named components sum to exactly the $684m increase. Research and development is explained in part, with $500m of the $1,871m increase attributed to stock based compensation and the balance to AI and other programmes without a figure. Between them those two lines rose $2,555m and management attaches an amount to $1,184m of that, 46.3%. Everything else in the table moves on named causes with no arithmetic attached, including the $6,659m fall in automotive sales revenue, the largest single movement of the year.

Total automotive gross margin fell from 18.4% to 17.8% "primarily due to a decrease in regulatory credits revenue as well as the changes in automotive sales revenue and cost of automotive sales revenue". The energy segment margin rose from 26.2% to 29.8%, a 360 basis point move and the largest margin change of the year, and Item 7 explains it only by reference to the revenue and cost changes already described. No component of either margin movement carries a number.

One line has no explanation at all. Automotive leasing revenue fell $115m, and the 10-K for 2025 contains no paragraph explaining it, although the 10-K for 2024 explained the equivalent $293m fall by reference to lower direct sales type leasing deliveries, a shift towards commercial banking partner programmes and a decrease in lease buyouts. It is the only revenue line in the Item 7 revenue table with no narrative of its own.

What management says the June quarter was driven by

Table 3.5 Management's own attribution of the June quarter 2026 against the June quarter 2025, from Exhibit 99.1 to accession 0001628280-26-049213

Sixteen driver statements, and the two currency effects are the only amounts Tesla itself attaches to a driver. Every other figure in the table is read off another slide of the same document rather than supplied as an attribution. The two items that dominate the arithmetic are visible from the statements: gross profit rose $873m year on year while operating expenses rose $1,398m, and operating income fell $525m to $398m. Research and development rose 49% to $2,371m, SG&A rose 45% to $1,982m, and stock compensation rose 81% to $1,151m, so revenue rose 25.5% and operating expenses rose 47.3%.

The filed document is shorter than the furnished one on the same quarter. Where the update lists seven drivers of revenue, the 10-Q attributes the entire $4.22bn increase in automotive sales revenue to one cause, "due to an increase of approximately 25% in cash deliveries", and names neither currency nor mix for the three month period.

The two documents also differ on the energy margin. Segment gross margin fell from 30.3% to 20.4%, and the 10-Q attributes the fall to the revenue and cost changes it has already described, with the cost paragraph naming "an increase in average cost per MWh primarily driven by sales mix and unfavorable warranty adjustments". The furnished update is more specific and names the cause as an increase in energy warranty related charges due to a vendor cell issue. The filed document does not identify the vendor.

The operating expense splits in the 2026 quarterly filings do not close. For the three months to 30 June 2026 the 10-Q attributes the $616m increase in SG&A to four named items, $283m of stock based compensation primarily related to the 2025 CEO Performance Award, $134m of employee and labour costs, $109m of operating expenses including litigation related expenses and $68m of facilities costs, which total $594m and leave $22m unexplained. For the six months the four named items total $1,177m of a $1,198m increase. Of the $782m increase in research and development in the quarter, $189m is attributed to stock based compensation and the remaining $593m to AI and other programmes with no further split. The equivalent disclosure in the 10-K for 2025 reconciled exactly; the quarterly ones do not.

One related party amount sits behind the energy segment's revenue increase. Segment revenue rose $350m year on year to $3,139m, and Note 13 of the July 10-Q records $318m of Megapack revenue from SpaceX in the quarter, against related party transactions that were immaterial a year earlier. That single related party customer accounts for 91% of the segment's revenue growth and 10.1% of its revenue, while segment gross margin fell from 30.3% to 20.4% on what the update attributes to sales mix and warranty adjustments. The filed attribution of the increase names Megapack deployments, a lower average selling price per Megapack unit and a decrease in Powerwall deployments, and does not mention the related party at all.

Targets repeated across quarters, and whether they moved

The Outlook slide of each furnished update carries four paragraphs under the headings Volume, Cash, Profit and Product. Three of the four changed across the year to July 2026, and the changes run in the same direction as the filed record.

Table 3.6 The four Outlook paragraphs across four consecutive furnished updates

The Volume paragraph was the one that carried risk language, and it disappeared. In October 2025 it opened "It is difficult to measure the impacts of shifting global trade and fiscal policies on the automotive and energy supply chains, our cost structure and demand for durable goods and related services." From January 2026 the paragraph opens "We are focused on maximum capacity utilization at our factories." Nothing in the three later paragraphs mentions trade policy, fiscal policy or the macroeconomic environment. The same risk did not disappear from the filed record, where the 10-Q for June 2026 still opens with a paragraph on rapidly evolving trade and fiscal policy and geopolitical conflicts.

The Cash paragraph moved in the opposite order. In October 2025 it asserted a present fact and then a future intention: "We have sufficient liquidity to fund our product roadmap, long-term capacity expansion plans and other expenses." followed by "Furthermore, we will manage the business such that we maintain a strong balance sheet during periods of uncertainty." From January 2026 the assertion of present sufficiency is gone and the paragraph begins with the intention, "We will manage the businesses such that we ensure a strong balance sheet", with liquidity demoted to a subordinate clause. The filed record made the corresponding change at the same 10-K, where the self funding assertion was replaced by the statement that additional funding will be necessary, and again in July, when the balance sheet sentence acquired the qualifier which may include additional funding.

The Profit paragraph is the one that has not changed in any quarter. It promises that hardware related profits will over time be accompanied by an acceleration of AI, software and fleet based profits. It has been repeated unaltered through four updates in which the operating margin fell from 5.8% to 1.4%.

Table 3.7 The Outlook product paragraph, four consecutive furnished updates

Three consecutive updates carried the same commitment, changing only a hyphen. The July update dropped Cybercab from the list because production started, dropped the word volume from both the Semi and Megapack 3 commitment and the Optimus commitment, and put a date in its place. A reader who tracks the paragraph sees a commitment to volume production in 2026 become a commitment to production in 2026.

Dated commitments in the furnished updates, and where they landed

The Outlook slide is not the only place the furnished updates carry a date. The body slides carry more of them, and because they are quarterly the outcome is usually visible within two updates.

Table 3.8 Dated or quantified commitments in the furnished updates, and the position later reported

The compute row is the one that cannot be settled. The commitment was made in H100 equivalent units and the claim of achievement was made in megawatts of compute, so the doubling asserted in July cannot be tested against the base stated in January. The same substitution runs through the capacity table: Cortex 1 was stated at over 100k H100e in January and April and at over 90 MW in July, and Cortex 2 at over 130k H100e in April and over 115 MW in July.

One other capacity line was restated without comment. Installed Megapack capacity at Shanghai was stated as 40 GWh in the January update and 20 GWh in the April and July updates. In none of these cases does the update note that the basis or the figure has changed.

Table 3.9 Announced Robotaxi coverage as stated in three consecutive furnished updates

Five of the seven metros that carried a stated date in January reached unsupervised operation by July. Two did not, and the dated commitment attached to them was replaced by an undated status in April rather than being restated or missed in public. By the time the first half of 2026 ended there was no dated commitment left outstanding against Phoenix or Las Vegas to miss. The slide heading lost the word Planned between April and July.

Table 3.10 Targets stated on the earnings calls, and where the filings stand at 30 June 2026

Two autonomy targets stated on the calls have no filed counterpart. Musk said on 28 January 2026 that Tesla expected "fully autonomous vehicles in probably somewhere between a quarter and half of the United States by the end of the year", quoted from the Motley Fool and EarningsCall.ai transcripts of that call. On 22 April 2026 the target had become "a dozen or so states by the end of this year", quoted from the Motley Fool and EVWire transcripts. At 30 June 2026 the furnished coverage table lists three states with a live service and two more preparing. Neither statement is a filed one, and neither has been withdrawn.

Optimus moved the same way. The January update said preparations were underway for the first production line "with start of production planned before the end of 2026 and eventual planned capacity of 1 million robots per year". The April update described a first generation line designed for a million robots a year at Fremont and a second generation line at Gigafactory Texas "being designed for long-term annual production capacity of 10 million robots". The July update states only that the Model S and Model X lines have been decommissioned, that the first generation lines are being installed, and that production is expected to start soon. On the July call Musk said "Optimus will be the biggest product ever", that "This is going to be the hardest product to scale manufacturing that we've ever made at Tesla" because "everything on the robot is new", and that "the initial portion of the S-curve will be quite flat and long". Those four spans appear in the Motley Fool transcript and are corroborated by the Investing.com transcript and, for the second and third, by the Axios report of the call.

Where the reported profit came from

Table 3.11 From the reported result to the result the operating business produced, three months to 30 June 2026

The July 10-Q describes the SpaceX investment as "formerly a preferred share investment in xAI" and as "representing an ownership interest of less than 1%". The stake was carried at $3,007m at 30 June 2026, level 2 of the fair value hierarchy, after a $238m discount for lack of marketability, and sales restrictions expire in September 2026 with initial public offering restrictions in December 2026. The fair value is stated to rest on market observable inputs and is measured quarterly, and the filing discloses no inputs. The investee is a related party, since the same person is chief executive of both companies, and Tesla sold $405m of Megapack products to SpaceX in the half year. The related party note states the investment as $2.00 billion; the consolidated statement of cash flows for the half shows $2,002m, and the cash flow figure is the one that ties the carrying value to the gain recognised.

The gain also runs through the cash flow. The furnished statement of cash flows deducts $1,005m as an unrealised gain on the SpaceX equity investment, against $1,151m of stock based compensation added back, so two non cash items of comparable size move in opposite directions inside a $4,697m operating cash inflow.

Both adjusted measures were redefined in the same quarter. From the June quarter the adjusted result and Adjusted EBITDA each exclude the unrealised gain on the SpaceX stake, and the adjusted result also excludes certain tax items; the March quarter definition covered only the release of a valuation allowance on deferred tax assets. The published June quarter figures are therefore not on the basis first published for earlier quarters, though Tesla restates the comparative columns on its own reconciliation slide.

The critical accounting estimates, and what changed in them

Item 7 requires the estimates most likely to change the reported numbers to be identified. Tesla's list changed materially at the 10-K for 2025, and the changes cluster in two places, the valuation of the chief executive's pay award and the recognition of automotive revenue, while goodwill left the list altogether.

Table 3.12 Critical accounting policies and estimates, the 10-K for 2025 against the 10-K for 2024

The 10-K for 2025 sets out for the first time how awards with market, service and performance conditions are valued, using a Monte Carlo simulation model that requires the risk free rate, expected award term, expected share dilution and expected share price volatility, adjusted for an illiquidity discount where a post vesting holding requirement applies. The filing states that these inputs "are subjective and generally require significant judgment". It also states the reversal mechanism: "If an operational milestone is subsequently determined to be improbable of achievement, stock-based compensation expense previously recognized would be reversed in the period the condition is deemed improbable."

The 2025 CEO Performance Award is named in the July 10-Q as the primary cause of a $283m increase in stock based compensation within SG&A in the June quarter and $577m in the half year, and as a reason the effective tax rate moved, because the expense is not deductible. Total stock based compensation reached $1,151m in the June quarter, 289% of the $398m of operating income for the same quarter.

The rest of the section carries no numbers at all. Neither 10-K quantifies any critical estimate, gives a sensitivity or states a range, and the reader is left to find the warranty reserve, the deferred tax valuation allowance and the sales return reserve in the notes. Both 2026 quarterly filings dispose of the whole subject in one sentence: "There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2025."

Two of the changes read against events elsewhere in the accounts. The warranty period covered by the critical estimate was widened downwards from a ten year minimum to a one year minimum in the 10-K for 2025, and two quarters later the June 2026 quarter recorded an increase in energy warranty related charges as a driver of a segment margin that fell by nearly ten percentage points. And goodwill left the list of estimates in the same year that the furnished balance sheet stopped presenting goodwill and intangible assets as a separate line, folding them into other non current assets from the December 2025 quarter.

Trends management names itself

Table 3.13 Trends and risks management flags, with the document and the date

The Q2 2026 update states the battery constraint directly: "We continue to work on initiatives to increase battery pack capacity as it remains the limiting factor on ramping our vehicle production globally." It also states that "Tesla is in its largest and most exciting period of investment" and that "Scaling will be non-linear, and we are focused on long-term value creation." The 2025 restructuring charge shows what the AI programme has already cost inside the accounts: the 10-K records $390m of charges in the second half of 2025 within the automotive segment for supercomputer assets, contract terminations and employee terminations, following actions taken "through convergence of AI chip design efforts".

What management does not say

The items below are absent from the filed record in each of the quarters read for this chapter.

Capital expenditure is the only forward number. Table 3.3 shows the whole of it: three floors set for three years in a single filing, the first cut twice and then downgraded from a floor to an approximation before the year closed 5.3% below it, the second dropped for nine months and then raised 127%, the third dropped in April 2025 and never restated. Nothing else in Item 7 or Part I Item 2 states a quantity or a date about a future period. There is no revenue guidance, no delivery guidance, no deployment guidance, no margin guidance and no unit target of any kind in any filed document read for this chapter.

Robotaxi has no filed measurement. The nine metro coverage table, the status of each metro and the chart of cumulative paid Robotaxi miles exist only in the furnished exhibit, and the chart carries no labelled value in any update that carries it. The filed record says only that Tesla believes the launch of the service "unlocks the potential for significant business growth to advance a service-driven business model". No filed document names a fleet size, a paid mile or a dollar of Robotaxi revenue, and the only city named in one is Austin, in the quarterly report for June 2025.

FSD (Supervised) has a metric but no money. Active subscriptions rose 56% year on year to 1.48m on the furnished operational summary, and the definition of that metric is set by the 2025 CEO Performance Award rather than by an accounting standard. The last FSD revenue figure for a full year in a filed document is the $596 million recognised in 2024, and no filed document covering a period after 2024 states one at all.

Optimus has neither. There is no Optimus revenue, production, delivery or capacity figure in the 10-K, in either 10-Q or in any furnished financial statement. The 1 million and 10 million robot capacity figures are furnished narrative on a manufacturing slide, and the July update replaced the dated Optimus commitment with the statement that production is expected to start soon.

Three further absences are specific rather than structural. Automotive leasing revenue fell $115m in 2025 with no explanatory paragraph in Item 7. The June quarter energy revenue increase is attributed in the filed MD&A without naming the related party customer that accounts for most of it. And the $30 billion of debt capacity described on the July call appears in no filing, against $9.08bn of debt outstanding and $5.00bn of unused committed credit at 30 June 2026.

Where the framing and the numbers point differently

Management describes the June quarter as strong for the core vehicle, energy and services businesses, and the three product lines all grew: automotive revenue rose 23%, services 50%, energy 13%, and deliveries of 480,126 units were a record for a June quarter. Below gross profit the same quarter produced the lowest operating margin of the six in Figure 3.1, 1.4%, and the first negative free cash flow quarter since March 2024. Both readings describe different lines of the same statement.

The update highlights that revenue passed $100bn on a trailing twelve month basis for the first time. On the same basis operating income was $4,372m, a 4.22% margin, and free cash flow was $5,762m against $7,000m one quarter earlier. Revenue crossed the threshold while the profit and the cash it produces fell.

FSD (Supervised) carries an operating metric and no financial disclosure. Active subscriptions rose 56% year on year to 1.48m, and the chief financial officer said on the call that in North America "about 55% of our deliveries had FSD subscription at the time of delivery enabled", quoted from the Motley Fool and Investing.com transcripts. No filed document states the revenue, the gross margin or the deferred balance attributable to it. Over the same year automotive regulatory credits, a revenue stream that is disclosed, fell 67% to $146m.

The documents also leave things out. Cumulative paid Robotaxi miles is charted on the Services slide of each furnished update with no value labelled, and the April update states that paid miles nearly doubled sequentially in the March quarter from an undisclosed base. Cumulative deliveries and active FSD subscriptions are defined by reference to the 2025 CEO Performance Award, and the delivery metric counts "all new Tesla vehicles delivered to customers plus any unsupervised Robotaxis placed into commercial operation" as one number.

Management states that Tesla is spending more than $25 billion in 2026 on compute, batteries, semiconductors, solar capacity and robot production lines, that this will negatively impact profitability while it does so, and that it will necessitate funding beyond operating cash flow. None of Robotaxi, FSD (Supervised) and Optimus carries a revenue line in any filed statement. The filed record shows a vehicle and storage business earning a 4.22% operating margin on trailing twelve month revenue above $100bn, capital expenditure stated at more than $25bn for 2026 against $8,527m spent in 2025, and a June quarter result of $1,114m of which $763m was an unrealised mark and $274m a tax release.

4 Sector & Competitor Analysis

The market value of $1,392.4bn and enterprise value of $1,363.8bn are 14.4 times the $94.83bn of 2025 revenue, 129.8 times EBITDA and 367 times the reported result. NVIDIA trades at 25.7 times revenue on a 60.4% operating margin, Apple at 11.4 times on 32.0%, and General Motors and Ford at 1.0 times on 1.6% and a 4.9% loss. Tesla's operating margin for 2025 was 4.59%, its return on capital employed 5.48%, and its revenue fell 2.93%.

The automotive and services segment earned a 16.2% gross margin against 5.26% at General Motors and a loss at Ford, energy grew 26.6% to $12.77bn at a 29.8% gross margin, and net cash of $29.3bn sits against net debt of $103.9bn and $127.3bn. On the same figures the enterprise value is 25.5 times capital employed. Robotaxi, full self driving software and Optimus carry no revenue line in any filing.

The peer set and the rule that picks it

Tesla sits between two sets of comparators and the choice changes the answer, so the screen is stated rather than assumed. It runs over companies filing audited annual statements with the Commission on Form 10-K, in United States dollars under United States generally accepted accounting principles, on three tests. The vehicle test takes companies designing and manufacturing light vehicles under their own brand with more than $500m of revenue, returning General Motors, Ford, Rivian and Lucid. The storage test takes companies with substantially all revenue from grid scale battery storage and more than $1bn of revenue, which Fluence Energy alone clears, and Tesla's energy segment produced 22.2% of group gross profit, so a peer table that ignores it does not describe the company. The multiple test takes the two largest United States companies by market value whose principal products are manufactured physical goods, NVIDIA and Apple.

Three companies a reader would expect are excluded. Toyota Motor Corporation and Honda Motor Co., Ltd. file on Form 20-F in Japanese yen on a year to 31 March, and Stellantis N.V. files on Form 20-F in euro under IFRS. BYD, Volkswagen, Hyundai, Kia, BMW, Mercedes-Benz, Geely, SAIC, Xiaomi, CATL, LG Energy Solution, Samsung SDI, Panasonic and Sungrow file nothing with the Commission. The comparison is against Commission filers, not the world market, and Tesla's largest volume competitor is not in it.

Table 4.1 The peer set, the test each company passes, and the filing every figure is read from

What this peer set costs the comparison

Captive finance is the largest difference between the balance sheets. General Motors carries $114.0bn of GM Financial debt inside consolidated debt of $130.3bn, and Ford $141.4bn of Ford Credit debt inside $163.3bn, both funding a loan and lease book rather than a factory, which is why the leverage columns read 5.9 times EBITDA and 15.7 times. On automotive borrowings alone General Motors owes $16.2bn and Ford $21.9bn, and both hold more cash than that. Tesla has no captive finance arm of comparable size.

Impairment is the second difference and it lands in 2025 for both legacy carmakers. Ford presents no separate impairment line, so the $9,435m of asset impairment charges in its cash flow statement sits inside the expense lines above operating income and the 0.9% gross margin carries it; add them back and Ford's gross margin reads 5.9%. General Motors presents no separate line either, and states $7.9bn of North American charges to realign electric vehicle capacity, $6.0bn of it in the fourth quarter.

Four smaller differences change single cells. Lucid carries $2,283m of redeemable convertible preferred stock outside permanent equity, ranking ahead of a common equity worth $1.8bn, and completed a one for ten reverse stock split, so its per share figures are not continuous with earlier years; it also states no delivery count anywhere in its annual report, so its volume and revenue per vehicle read n/a. Fluence holds its business through Fluence Energy, LLC, and the Class B-1 shares in its market value are the same economic interest as the noncontrolling interest on its balance sheet, counted once. General Motors strikes earnings per share on income available to common stockholders of $3,180m rather than the $2,697m attributable to stockholders. NVIDIA states its cover page share count to the nearest one hundred million shares, so its market value carries a band of about $23bn either way.

The sector

Two end markets moved in opposite directions in 2025. The International Energy Agency reports that global electric car sales grew 20% in 2025 to exceed 20 million, one quarter of all new cars sold, and expects 23 million in 2026 at 28% of the market. By share, China was near 55% electric in 2025 and Europe rose more than 30% to 28%. The United States was just under 10%, and the Agency records that the end of the tax credits coincided with a drop in sales at the end of the year.

The federal purchase credits expired on 30 September 2025. The Energy Information Administration reports that battery electric vehicles were 12% of light duty vehicle sales in September 2025 and 6% in the second quarter of 2026 against 7% a year earlier, that hybrids reached a record 16%, and that 2025 was the first year in which annual sales and market share of battery electric vehicles declined.

Both legacy carmakers wrote electric vehicle assets down in the fourth quarter of 2025 for the same stated reason. Ford said in December 2025 that it would rationalise its electric vehicle capacity and product roadmap, cancelling three planned models and ending production of the current generation F-150 Lightning, and recorded an $8.4bn pretax noncash impairment for Model e long lived assets, $1.1bn of write downs on the cancelled programmes and $1.2bn of cash charges, with up to about $4bn more expected. General Motors recorded $6.0bn of its charges in the same quarter. Tesla, which builds nothing but electric vehicles, recorded no equivalent charge, and General Motors also states that tariffs cost it $3.1bn of EBIT-adjusted in 2025.

Storage runs the other way. The Energy Information Administration reports that United States utility scale battery storage capacity grew at an average 70% a year over the three years to 2025, reached 43.6 GW at the end of 2025, added 8.3 GW in the first half of 2026 to nearly 52 GW, and has a further 14 GW planned for the second half of 2026, 26 GW for 2027 and 14 GW for 2028. Tesla deployed 46.7 GWh in 2025.

Like for like comparison

Table 4.2 Peer comparison on one set of definitions, each company's latest fiscal year

Definitions, applied identically eight times. Revenue is total revenues on the face of the income statement, and growth compares that line with the prior year as filed in the same document. Gross margin is revenue less every cost of sales line presented above selling, general and administrative expense and research and development. EBITDA is operating income plus depreciation, amortisation and impairment as reported in the cash flow statement. Net debt is all borrowings and finance lease liabilities plus operating lease liabilities, less cash, short term investments and current marketable securities. Return on capital is operating income less the income tax expense the company reported, over total equity including noncontrolling interests plus redeemable instruments outside equity plus net debt; the tax is charged on total pretax income, which raises the measure for a company with large investment income. Enterprise value is market value plus net debt plus noncontrolling interests and redeemable instruments at book, and market value is each company's most recent cover page share count at the 4 September 2026 last trade.

Tesla is third of eight on gross margin, third on operating margin and third on return on capital, and in each case the two companies above it are the megacaps rather than the carmakers. It ranks seventh of eight on revenue growth, ahead only of Fluence. Against the vehicle makers: an 18.0% gross margin against 6.3% and 0.9%, a 4.59% operating margin against 1.57% and a loss, and $29.3bn of net cash against $103.9bn and $127.3bn of net debt. Against the megacaps: NVIDIA converts 60.4% of revenue into operating income and 102.7% of capital employed into after tax operating profit, Apple 32.0% and 85.5%, Tesla 4.59% and 5.48%. Free cash flow of $6.22bn compares with $96.7bn and $98.8bn, and Tesla reinvests at 1.39 times depreciation against 0.64 and 0.51.

The vehicle business

Table 4.3 Volume and vehicle segment gross margin, each company's latest fiscal year

The segment is Tesla's automotive and services and other segment, General Motors' Automotive, Ford's Company excluding Ford Credit, Rivian's Automotive segment, and for Lucid the whole company. Volumes exclude vehicles built by unconsolidated affiliates: General Motors' equity accounted China joint ventures wholesaled a further 2,090 thousand, and about 473 thousand of Ford's 4,394 thousand were built and sold by unconsolidated affiliates. Ford's vehicle gross margin is negative because the impairment charges sit inside its cost lines; add them back and it reads 5.2%.

Tesla sells 43% of General Motors' consolidated volume at 13% more revenue per vehicle and earns half as much gross profit again in absolute dollars, $8,105 for every vehicle delivered. Two adjustments cut against it, both quantified in chapter 1: credits are 15.0% of that segment's gross profit and take the margin from 16.2% to 14.1% when removed, and the segment includes $12,530m of services revenue that grew 19% while automotive revenue fell 10%.

The electric specialists are reported on the same measure. Ford Model e, the only separately reported electric vehicle segment in the set, wholesaled 178 thousand units for $6,670m of revenue and lost $4,806m of EBIT, $27,000 for every unit sold, against Ford Pro's $6,843m of EBIT on 1,488 thousand units. Rivian's automotive segment turned $3,830m of revenue into a $432m gross loss, $10,226 a vehicle, and its consolidated 2.7% gross margin exists only because its software and services segment earned $576m of gross profit on revenue that includes amounts earned from a principal owner. Lucid sold $1,354m of revenue at a cost of $2,610m. Tesla is the only company in the set with a positive vehicle segment gross margin.

Energy storage

Table 4.4 Tesla's energy segment against the only listed grid scale comparator

The two are not a clean like for like: Tesla's energy revenue includes solar products, incentives and services as well as Megapack and Powerwall, and Fluence sells integrated grid scale systems and nothing else, on a fiscal year ending three months earlier. Read within those limits, Tesla deployed 2.6 times the energy at a 29.8% gross margin against 13.1%, and grew 26.6% in a year when Fluence fell 16.1%. Fluence's forward book is the counterargument: contracted backlog of 9.1 GW and a pipeline of 122.0 GWh against 80.5 GWh a year earlier.

Reported earnings against the adjusted view

General Motors and Ford each publish an adjusted measure inside the annual report and Tesla does not, which changes how the comparison reads. General Motors reports EBIT-adjusted of $13,718m against operating income of $2,909m, and Ford adjusted EBIT of $7,618m against an operating loss of $9,169m, so on the adjusted view they run 7.4% and 4.1% margins against Tesla's 4.59%. On the reported view Tesla is the only one of the three that earned an operating profit at all. The difference between the two views is the $9,435m Ford reports as asset impairment charges and the $7.9bn of North American charges General Motors states, both taken in 2025.

What the multiple asks for

Tesla's enterprise value is 14.4 times revenue, 25.5 times capital employed of $53.5bn and 129.8 times EBITDA of $10.5bn. The four other Commission filing vehicle makers are worth $158.9bn between them, so Tesla is worth 8.8 times the rest of the listed American vehicle industry combined on 43% of General Motors' volume. Against the megacaps the comparison runs the other way: Tesla's revenue is 43.9% of NVIDIA's and its market value 24.9%, and NVIDIA earned $120.1bn of net income against Tesla's $3.79bn.

The share count is part of the arithmetic and moves fast. Tesla's cover page count went from 3,325,819,167 at 16 October 2025 to 3,752,431,984 at 23 January 2026 and 3,949,547,394 at 16 July 2026, an 18.8% increase in nine months, while the 2025 result was struck on 3,528 million diluted shares.

Three products carry no figure in this year of accounts: Robotaxi has no separate revenue line, full self driving software revenue is not disclosed, and Optimus produced no revenue. The accounts show a storage business compounding at 26.6% at a 29.8% gross margin, a vehicle segment gross margin of 16.2% where every other listed American maker of electric vehicles reports a loss on the same measure, and $29.3bn of net cash. On the same definitions Apple is priced at 11.4 times revenue on a 32.0% operating margin and $98.8bn of free cash flow, and Tesla at 14.4 times on a 4.59% operating margin, $6.22bn of free cash flow and revenue that fell 2.93% in the year being capitalised.

5 Material Events & Contracts

Tesla filed ten current reports on Form 8-K in the twelve months to 4 September 2026 and eight were earnings mechanics, each carrying Item 2.02 and one furnished Exhibit 99.1. Two carried filed exhibits and both concerned the chief executive: the indemnification agreement of 5 September 2025 under Item 1.01, and the shareholder approval of 6 November 2025 under Item 5.02(e) and Item 5.07. Nothing was reported under Item 7.01 or Item 8.01 all year, and no product launch, factory, capital raising or departure of a director or officer produced a current report.

One corporate event in the year did not reach the market on Form 8-K. On 21 April 2026 the board determined that the Delaware final order allowing Elon Musk to exercise the 2018 CEO Performance Award in full was a Tornetta Decision Event, which forfeited the 96,000,000 restricted shares of the 2025 CEO Interim Award, and approved an Implementation Agreement governing that exercise. Both were disclosed the next evening inside the quarterly report for the March quarter, with the Implementation Agreement filed as its Exhibit 10.1; the current report filed the same afternoon carried Item 2.02 alone. In the June quarter Musk exercised about 304,000,000 options and net settled the exercise price with about 17,500,000 shares, and those two events explain 190.5 million of the 194 million increase in the share ledger over the quarter.

Two awards therefore sit on the register at once. The 2018 award, reinstated on 19 December 2025 and now exercised, produced restricted shares that vest on 19 January 2028 and carry a five year holding period, with no incremental expense because the options were already fully vested and their grant date fair value recognised. The 2025 CEO Performance Award, 423,743,904 shares approved on 6 November 2025, is 10.73% of the shares now outstanding.

The event log

Table 5.1 Every current report on Form 8-K in the twelve months to 4 September 2026, newest first

The revenue, result and earnings per share in Table 5.1 are read from the periodic report covering each period, because the Item 2.02 exhibit is an advisory carrying a link to a website update. The fourth quarter of 2025 has no periodic report of its own: revenue of $24,901m and a result of $840m are the audited year less the nine months to 30 September 2025 as filed.

Each figure is read from the periodic report covering the period: the 10-Q accessions 0001628280-25-045968, 0001628280-26-026673 and 0001628280-26-049270, the annual report for the year, and the audited year less the nine month 10-Q for the fourth quarter of 2025, which has no periodic report of its own.

The 2025 CEO Performance Award

The award was granted on 3 September 2025 and approved by shareholders on 6 November 2025, the accounting grant date, and runs in twelve equal tranches of 35,311,992 shares. A tranche is earned when disinterested directors certify both a market capitalisation milestone and a count of operational milestones, one for the first tranche rising to twelve for the last, with market capitalisation measured on trailing six month and 30 day averages and, for certain product goals, over one year. Earned shares vest on the seven and a half year anniversary if earned inside five years and otherwise on the ten year anniversary, and only if the chief executive stays as chief executive or as an executive officer responsible for product development or operations. Unearned shares are forfeited at the ten year anniversary, and vesting shares are reduced by an offset of $334.09 each unless that amount is paid in cash.

Market value on 4 September 2026 was $1.3924trn, 69.6% of the first milestone and 16.4% of the last, so every tranche is out of the money on the market capitalisation test. The offset applies as well: at $352.55 against an offset of $334.09, a share earned and vested at that price would deliver $18.46. The Monte Carlo model behind the accounting gives a grant date fair value of $284.24 to $337.74 per share on a 9.8 year expected term, 60% volatility, a 4.06% risk free rate and a 15% dilution adjustment.

Table 5.2 What the award has cost the income statement, and what remains

One operational milestone out of twelve is treated as probable, the delivery of 20 million vehicles. The other eleven, which include 10 million active full self driving subscriptions, 1 million bots delivered, 1 million Robotaxis in commercial operation and adjusted EBITDA rising from $50bn to $400bn, are not, and that judgement is what keeps $105.82bn to $120.37bn of expense off the income statement. The company states that the probability assessment is subjective and that changes in it are reasonably likely from period to period.

The award came with a voting agreement, filed as Exhibit 10.3 to the same current report and listed in the annual report's exhibit index at 4.15 rather than in the 10 series. Until no unearned shares remain, those shares are voted proportionately to all other shares present and entitled to vote, under an irrevocable proxy and power of attorney granted to the corporate secretary, whose good faith estimate of the proportion is dispositive absent manifest error. The agreement is governed by Texas law, both parties waive trial by jury, and any injunction bond is capped at $500.

The award and the plan behind it were approved at the annual meeting of 6 November 2025, tabulated in Table 6.7. The amended plan increased the general share reserve by 60.0 million shares and created a special reserve for the chief executive of about 208.0 million shares, registered on Form S-8, file 333-291402, on 10 November 2025.

Material contracts

Table 5.3 Material contracts in the annual report exhibit index, with what the retrieved exhibit provides, noncompensatory first

The last six rows are the ones the registrant marks as a management contract or compensatory plan; exhibit 10.15, the indemnification agreement with the chief executive personally, carries no such mark. Every row is incorporated by reference from an earlier filing and none is filed with the annual report itself, so each was read from the accession named against it. The 2025 CEO Performance Award Agreement is the one document that travels twice: Exhibit 4.4 to the registration statement, which the exhibit index cites, is the same text as Exhibit 10.2 to the current report of 7 November 2025 and differs only in the exhibit legend.

Four of the thirteen are commercial, and the documents are more specific than the index suggests. The indenture is a shelf that fixes no rate, no maturity and no size; its one distinctive provision is a carve out from the merger test for the sale or transfer of intellectual property and of the equity of foreign subsidiaries to subsidiaries in connection with global tax optimisation strategies, which the document says is not all or substantially all of the properties and assets. The Nevada agreement recites an effective date of 17 October 2014 rather than the 7 May 2015 the exhibit index gives it, and prices the credits precisely: $12,500 for each new qualified employee up to 6,000 employees, 5% of the first $1.00bn of new capital investment and 2.8% of the next $2.50bn, with each certificate transferable once, expiring four years after it is issued, and anything not issued by the audit for the period ending 30 June 2022 forever forgone. The Shanghai contract caps floor area above ground at 1,729,770.00 square metres and height at 30 metres, charges liquidated damages of 1.00 per mille of the amount due for each day the grant fee is late and lets the grantor terminate after 60 days, and settles a tax shortfall at 20% of it so long as revenue reaches at least 80% of the standard. The credit agreement requires transactions with affiliates to be on terms no less favourable in all material respects than an arm's length deal, and obliges each wholly owned domestic subsidiary that is not an Excluded Subsidiary to join the guarantee within 60 days.

The compensation documents answer questions the accounting notes do not. The Implementation Agreement bars an election under Section 83(b), permits pledging only to fund the exercise price or the tax, and provides that if no tax plan is agreed 180 days before 19 January 2028 Musk may net settle up to 50% of the tax obligations in shares and the company must help him sell enough shares to meet the rest. It also records the forfeiture of the interim award as already done, on the company's representation that a final judgment has made the 2018 award exercisable in full. The 2025 award agreement sends dividends on unvested shares to a dividend agent, which reinvests them in shares that are forfeited with the shares they relate to, and defines adjusted EBITDA for the milestone test as the result attributable to common shareholders before interest expense, tax, depreciation, amortisation and impairment, stock based compensation and digital asset gains and losses, over the four consecutive quarters before the determination date. Each of the last three operational milestones needs a further $400bn of that measure over four consecutive quarters, so all twelve require three separate four quarter periods that do not overlap.

Four exhibits are incomplete on the public record, and in two of them the gap is not a redaction. The credit agreement's table of contents lists a schedule of commitments and letter of credit commitments, a schedule of existing liens and a schedule of existing restricted subsidiary indebtedness, together with Exhibits A to J, and the filed exhibit reproduces none of them: it ends at the signature pages, so the lender by lender split of the $5.00bn and the liens outstanding in January 2023 cannot be read. Exhibit 10.1 is a form, with the effective date, the indemnitee's name and address and every signature left as empty brackets, so the exhibit does not say which directors and officers signed it or when. The Shanghai contract takes the lump sum option, so the grant fees fall due in one payment within 30 working days of execution after a deposit of 20% within five, and both instalment rows of the alternative it did not take are left blank. Its legend states that the omitted information is not material and would be competitively harmful if publicly disclosed; what is marked out is the contract number, the contract version identifier, the grantee's contact person, telephone and bank account, and the seals and signatures of both parties. The Nevada agreement was filed with confidential treatment requested, but its operative articles carry no omission at all: the marks fall in the attached application and its supporting schedules, on construction phasing and projected manpower.

Only four contracts in Table 5.3 are of the window or later: the form of indemnification agreement of 3 September 2025, the voting agreement and the 2025 CEO Performance Award Agreement of the same date, and the Implementation Agreement of 21 April 2026. Three of the four reached the market through a current report. The fourth did not.

Debt and credit, none of it on a current report

Table 5.4 Credit arrangements and securitisations, with the report each is disclosed in

No current report in the window reported a financing. Every movement in the debt stack was disclosed in a periodic report, the largest being the September 2025 amendment that doubled the aggregate lender commitment on the China Working Capital Facility by RMB 20.00 billion, disclosed one line at a time in the debt note. Drawings on that facility rose from $4,288m to $5,888m in the half and the undrawn amount fell from $1,429m to nil, making it the only revolving facility with money drawn on it. The $5.00bn revolving credit facility has been undrawn throughout, at 0.125% a year on the undrawn balance. The annual report states that long term debt below 10% of total assets is excluded from the exhibit index, which is why the China facility, the warehouse facility and the note programmes have no exhibit to read.

Litigation on the compensation, and what it moved

Table 5.5 The compensation litigation timeline inside the window

None of these appears on a current report, and Item 3 of the annual report carries no text of its own. The reversal cost the income statement nothing: no expense was ever recognised on the 96,000,000 share interim award, whose grant date fair value was $26.06bn, because vesting was never deemed probable, and the reinstated options were already fully vested with their fair value recognised. The interim award had been designed for this outcome, with a no double dip provision that forfeits it if the chief executive becomes able to exercise the 2018 award in full. What the accounts carry is the new award, $162m in 2025 and $527m in the first half of 2026, whose nondeductibility the company says partly offset the fall in its effective tax rate.

Three points follow. The current report stream is almost entirely furnished rather than filed, so an investor relying on incorporation by reference gets eight furnished releases against six filed substantive exhibits. The compensation architecture is the only thing Tesla filed under Item 1.01 or Item 5.02 all year, and the step that forfeited the 96,000,000 share interim award and governed the exercise of the 2018 award arrived through a quarterly report. And the newest third party commercial contract in the index is the January 2023 credit facility, with the site agreements behind Nevada and Shanghai dated 2015 and 2018.

6 Ownership, Voting Power & Annual Meeting

Tesla has one class of stock and one vote a share, so there is no dual class wedge to unpick. The wedge is contractual instead. Elon Musk holds 1,123,324,786 shares, 28.44% of the 3,949,547,394 outstanding at 30 June 2026, and directs the vote of 699,580,882 of them, 17.71%. The remaining 423,743,904 shares, 10.73% of the company, are unearned restricted stock under the 2025 CEO Performance Award, voted by the irrevocable proxy described in chapter 5 in proportion to every other share until each tranche is earned. The gap was opened by the April 2026 forfeiture of the interim award and the June 2026 exercise of the 2018 options into restricted stock, with 17,531,857 shares withheld to pay the exercise price and no open market sale. He now holds no Tesla options at all.

The five largest institutional managers together reported 673.9m shares at 30 June 2026, 17.06% of the company, and sole voting authority over 313.4m, so Musk alone directs 2.23 times as many votes as those five combined. At the 6 November 2025 annual meeting his 509,362,808 votable shares were 18.38% of the shares represented.

One class, one vote, and three awards that move the line

Table 6.1 Beneficial ownership at the record date of 15 September 2025, split into the part that carries a vote and the part that does not

Percentages are recomputed on the 3,325,150,886 shares outstanding at 15 September 2025 that the proxy states its own percentages rest on, with options exercisable within 60 days added to the holder's numerator and denominator. The column that decides control is the sixth. Of Musk's 717,323,438 reported shares, 303,960,630 were options, which are neither outstanding nor votable, while 96,000,000 restricted shares of the interim award were outstanding, votable and left out of the reported figure to avoid double counting.

Table 6.2 Economic stake against voting stake after the June 2026 exercise

Table 6.3 The three chief executive awards and what each one does to the vote

The 2025 award is the reason the two columns of Table 6.2 diverge. Each tranche is one per cent of an adjusted share count the proxy defines as the shares outstanding at 29 August 2025 plus the 2018 award and less the interim award, and the award is 12% of that count. The board valued it at a preliminary $87.75bn on the grant date.

Where the disclosed percentages disagree

Three different denominators are in use for the same holding. The proxy reports 717,323,438 shares as 19.8% at 15 September 2025; amendment 15 to the Schedule 13G reports the same 717,323,438 shares as 20.3% at 30 September 2025, fifteen days later. The difference is the interim award: the proxy leaves the 96,000,000 restricted shares inside the outstanding count and the schedule takes them out, giving 19.77% on one base and 20.30% on the other.

The most recent schedule reproduces on no published share count. Amendment 17, filed 17 June 2026, reports 699,580,882 shares as 19.9%; against the 3,949,547,394 shares on the 10-Q cover page the same holding is 17.71%, a gap of 2.19 points, and it reproduces at 19.84% only once the 423,743,904 unearned restricted shares leave the base as well. The schedule percentages are struck on the shares that carry a vote he directs rather than on the shares outstanding. The proxy's own adjusted count is a third base: backed out of the award size it is 3,531,199,200, implying 3,323,238,570 shares outstanding at 29 August 2025, 1,912,316 fewer than the record date count seventeen days later.

Each earned tranche adds roughly one point. On the basis that counts the 2018 award the stake runs from 18.1% at zero tranches to 28.8% at twelve; on the basis that counts the interim award instead it runs from 13.6% to 24.9%. The two columns never meet, because the proxy removes the interim award shares from the denominator of one and not the other, and because the interim award and the 2018 award cannot both be counted. Both columns understate influence, and the proxy says so: mirroring preserves the ratio of the shares that decide an outcome, so at zero tranches earned the mirrored figure is 15.32% rather than the 13.59% the table shows.

The pledge

Musk had 235,998,721 shares pledged as collateral for personal indebtedness at 15 September 2025, 57.09% of the shares his revocable trust then held and 7.10% of the company, worth $83.2bn at $352.55. Kimbal Musk has his entire 1,463,220 share holding pledged. The board's policy caps the borrowing, not the pledge: for the chief executive the maximum loan collateralised by pledged stock is the lesser of $3.5bn or 25% of the value of the pledged stock, and 15% for other directors and officers. On the 4 September 2026 price the percentage test allows $20.8bn, so the dollar cap binds at $3.5bn, 4.21% of the pledged value, and Tesla states that at 31 December 2024 the aggregate amount collateralised by all directors' and officers' pledged shares was less than 1% of that value. The pledged count has not been restated since 15 September 2025 while shares outstanding rose 624,396,508, so these ratios are the last ones the filings support rather than a current position. The 2025 award adds a permission to pledge award shares solely to fund tax withholding or the offset amount due on vesting.

Schedule 13D and 13G, two years

Table 6.4 Every Schedule 13D and 13G naming Tesla as subject company, 1 September 2024 to 4 September 2026

Five filings in two years and not one Schedule 13D, so no investor has told the Commission it holds Tesla stock with the purpose of influencing control. Three of the five are Musk's own amendments and they trace the three events already described. The other two are a reorganisation, not a trade: The Vanguard Group reported zero shares and less than 5% on 27 March 2026, and Vanguard Capital Management LLC filed a fresh Schedule 13G reporting 210,796,512 shares, 5.61%, which reproduces at 5.62% of the 3,752,431,984 shares on the 10-K cover page. The perimeter still differs from the Form 13F: for the same date the Vanguard entities' information tables carry 232,103,708 shares, 21.3m more, and Vanguard reports sole voting authority over 27,945,729 of them, 13% of the position. BlackRock has filed no Schedule 13G inside the window; its last was the amendment of 29 January 2024, which Tesla still relied on for the proxy table nineteen months later.

Institutional participation

Table 6.5 Form 13F participation across four quarters

More managers hold the stock and the largest managers hold less of it. Holdings reports naming CUSIP 88160R101 rose from 4,024 for the quarter to 30 September 2025 to 4,325 for the quarter to 30 June 2026, with a peak of 4,400 at 31 December 2025. Over the same four quarters the four managers with a complete series held 7.9m fewer shares, a fall of 1.68%, while their combined position fell from 14.06% of the shares outstanding to 11.64%. Each quarter's percentage is struck on the cover page count nearest that quarter end, so most of that decline is dilution: shares outstanding rose 623,728,227 over the four quarters, of which 614,172,677 came from the chief executive's awards.

Table 6.6 The largest Form 13F managers across four quarters, and the votes they control

Share count and voting authority are different things, and the difference is large. Vanguard reports 233.6m shares at 30 June 2026 and sole voting authority over none of them, State Street 117.5m shares and 14.2m votes, 12.1% of its position after that figure fell from 63.6m a year earlier, while Geode votes 99.9% of its position and BlackRock 92.0%. Add the five together and 673.9m shares carry 313.4m directed votes, which is why a 17.06% index block does not offset a 17.71% founder block. BlackRock's information table for 31 March 2026, accession 0002012383-26-001841, runs to 50,651 line entries and 23.3MB and did not come back through the retrieval path used here, so that cell reads n/a rather than an estimate. Vanguard changed reporting entity mid period, and the two entities are summed so the series stays like for like.

The annual meeting of 6 November 2025

Table 6.7 Certified voting results, annual meeting of 6 November 2025

Support is votes for over votes for plus against plus abstained, because the bylaws generally treat an abstention as a vote against, and broker nonvotes sit outside that base. Turnout was 83.36%: of 3,325,150,886 shares entitled to vote, 2,771,860,850 were represented, of which 302,456,274, 10.91%, were broker nonvotes on every item except the auditor ratification. Musk's 509,362,808 votable shares were 20.63% of the base on which the compensation votes were decided; strip his block out of the vote on the 2025 CEO Performance Award and support falls from 76.6% to 70.6%, assuming he voted every share in favour. The 8-K does not disclose how he voted.

The advisory vote on 2024 compensation carried at 78.2%, the amended plan at 78.7% and the award at 76.6%, while auditor ratification carried at 97.0%, the only item with no broker nonvotes. Director elections ranged from 86.7% for Joe Gebbia to 64.6% for Ira Ehrenpreis.

The charter item failed on its own threshold. Proposal 6 needed the affirmative vote of at least 66 2/3% of the total voting power of all outstanding shares entitled to vote. It drew 1,309,549,644 votes for, 39.38% of shares outstanding and 907.2m short of the 2,216,767,257 required, so a supermajority provision survived because it could not clear itself. Proposal 12, to elect every director annually, carried at 53.8%, but it is advisory and giving effect to it needs the same charter machinery Proposal 6 could not move. Proposal 7 drew more votes for than against, 1,058,999,435 against 916,321,296, alongside 473,073,200 abstentions, 19.3% of the shares voting on that item against 0.5% on the compensation vote; the 8-K states that abstentions count against, that the vote is advisory, and that the board will examine next steps in light of the number of abstentions.

Two items do not tie to the meeting total. Every proposal except Proposals 6 and 7 records 2,771,860,850 shares, the same total as the auditor ratification. Proposal 6 records 2,749,452,671, 22,408,179 fewer, and Proposal 7 records 2,750,850,205, 21,010,645 fewer. The 8-K gives no reconciling item and the figures above are reproduced as certified.

There is no 2026 proxy statement and no 2026 annual meeting on file at 4 September 2026, so the November 2025 meeting is the latest vote and the September 2025 proxy the latest ownership table. Nothing filed since 15 September 2025 restates the pledged share count, discloses how Musk voted on any item, or reports whether any tranche of the 2025 award has been earned.

7 Insider Activity

Tesla insiders bought about $1.0bn of stock in the twelve months to 4 September 2026 and sold $116.3m. One purchase carries the whole of the buy side: Elon Musk acquired 2,568,732 shares on 12 September 2025 across twenty five weighted average price bands from $371.38 to $396.54, a weighted average of $389.28 and $999,959,042 of consideration. Nothing else on the buy side is an open market transaction. On the sell side, 200,949 shares for $83.4m went out under Rule 10b5-1 plans adopted between May and November 2025, and 76,820 shares for $32.9m went out with no plan cited. The buy to sell ratio on open market transactions is 33.44 to 1 by shares against discretionary sales and 9.25 to 1 once plan sales are counted, and net open market activity for the year is a purchase of 2,290,963 shares for $883.7m.

Everything larger than that is compensation. Twenty Form 4 filings by six insiders report 844,503,830 shares across 111 nonderivative lines, and 841.7 million of those shares never touched the market: a 423,743,904 share restricted stock award, a 303,960,630 share option exercise, a 96,000,000 share forfeiture and 17,531,857 shares withheld on net settlement. That leaves 2,846,501 shares of open market transactions. No Form 3 and no Form 5 were filed inside the window, and the last trade of $352.55 is 9.44% below the price Musk paid and below every open market sale in the table.

Table 7.1 Every insider transaction reported on Forms 4 in the twelve months to 4 September 2026

Four repeated pairs are folded onto one row each: Taneja's quarterly restricted stock unit vestings of 6,538 shares and the four automatic withholding sales that followed them. Where an entry stands for several weighted average price bands filed on one date, the price shown is the value divided by the shares, holdings marked (I) are held indirectly, and the resulting holding on a folded row is the last one reported.

What the transaction codes conceal

Reading the codes without the footnotes gives the wrong answer twice. Tesla reports the issuer's automatic sell to cover on a unit vesting under code S, the open market sale code, and not under code F, with a footnote stating that the shares were automatically withheld and sold by the issuer to satisfy tax withholding on the vesting reported in the same filing. A screen that classifies by code alone counts 10,112.5 shares and $4.04m of nondiscretionary tax settlement as insider selling, 3.5% of every share the filings report under code S.

The second is larger. Musk's 16 June 2026 exercise produced a code F disposition of 17,531,857 shares at $404.66, worth $7,094,441,254, and the footnote states that those shares were withheld by the company on net share settlement to satisfy the exercise price and that the transaction did not involve any open market sales. The exercise cost was $7,094,441,104, so the withheld shares exceed the cost by $149.42, one share rounded up. No stock reached the market.

Table 7.2 Reported share flow split between open market transactions and everything the issuer drove

On the exercise line the filed price is the exercise price and the value is the cash cost of exercising. On the award line the filed price of $334.09 is the offset amount payable unconditionally on vesting, not a price paid. Gifts and the forfeiture passed no consideration. The 520,021 share option grant of 8 January 2026 sits in the derivative table of its Form 4 and is outside this share count.

Selling reached the market in seven of the twelve months and never exceeded $32.6m in a month, and five months carried no open market transaction at all, including the last three of the window. The cumulative line falls from $967.3m after September 2025 to $883.7m, a decline of 8.6%.

The purchase and the selling

The one open market purchase was made into the Elon Musk Revocable Trust and lifted it from 410,794,076 shares to 413,362,808. Size rose with price: the seven bands above $390 absorbed 1,331,468 shares, 51.8% of the total, while the eight bands below $380 took 294,239 shares. At 2,568,732 shares it is 0.0650% of the shares outstanding and 0.23% of Musk's own reported position, and its weighted average of $389.28 is 10.4% above the $352.55 last trade.

Twelve of the twenty Form 4 filings report a sale: six under a Rule 10b5-1 plan that states its adoption date on the face of the filing, two discretionary, and four the issuer's tax withholding. James R. Murdoch sold 60,000 shares on 15 September 2025 at $422.68 and 60,000 more on 2 January 2026 at $445.40, both from the JRM Revocable Trust under a plan adopted on 20 May 2025, and his September Form 144 records a further 120,000 shares sold on 26 August 2025 for $42,034,359, before this window opens. Kathleen Wilson-Thompson exercised options at $14.99 in three tranches and sold 77,949 of the 120,948 shares she received, all under a plan adopted on 26 November 2025; the option series expired on 18 June 2026 and her balance reached zero on the last exercise, and her holding closed at 48,399 shares against the 5,400 she held before.

Two sales carry no plan and they are the entire discretionary sell side at $32.9m. Xiaotong Zhu sold 20,000 shares on 11 September 2025 at $363.755 through Magical Blake Global Limited, a British Virgin Islands entity the filing states he solely owns, and Kimbal Musk sold 56,820 shares on 9 December 2025 at $450.66, the highest price in the table, with no trading plan cited on either the Form 4 or the Form 144. Two transactions run the other way: Zhu exercised 20,000 options at $20.57 on 31 March 2026 and sold nothing, having received a fresh grant over 520,021 shares at $435.80 whose first monthly vesting is 5 April 2027; and Taneja's 13 May 2026 sale of 3,000 shares at $450.00 sat under a plan adopted on 17 November 2025, with about 1,337 shares sold to cover the exercise price and tax on the same day's exercise. Gifts moved 240,726 shares and no cash, 30,027 of them from Kimbal Musk to a donor advised fund and 210,699 from Elon Musk to charities which, the footnote states, advised him that they have no current intention to sell the stock.

Every open market execution in the year printed above the 4 September 2026 last trade. The lowest was Wilson-Thompson's 30 March 2026 plan sale at $359.33, whose cheapest band ran from $352.22 to $353.21 and straddles the current price. The only execution below it was Taneja's automatic tax withholding sale at $352.384, which the issuer, not the insider, timed.

Twelve Form 144 notices covering 287,883 shares and $118.05m preceded the year's sales, and every one was executed on the day it named at the full amount proposed. Three of Taneja's notices propose one share more than the Form 4 reports sold, and the notice filed on 13 May 2026 explains it: the sale of 6 March 2026 was rounded up from 2,264.5 shares to 2,265 because of Form 144 input limitations, so the shortfall across the twelve is 1.5 shares. Aggregate notice value is 1.9% below the $120.30m the Form 4s report as executed, because a notice states market value when it is filed and the Form 4 states the price achieved.

Buy to sell

Table 7.3 The buy to sell ratio on open market transactions only, on two definitions of a sale

Both rows exclude the 841,657,330 shares that moved through option exercises, the award, the forfeiture, net settlement withholding, gifts and tax withholding. The narrower row treats a plan sale as a decision made when the plan was adopted rather than when the trade printed, and every plan behind a sale this year was adopted in May or November 2025; the wider row treats every share that reached the market as a sale. The choice moves the ratio from 33.44 to 9.25 and does not change the sign. One reading is that one transaction by one insider is not a pattern, and five of the six reporting insiders sold and did not buy. The other is that the purchase is 8.6 times the year's open market selling by value, and that the selling itself is 0.008% of the market value.

Table 7.4 Beneficial ownership last reported by each Section 16 insider inside the window

Percentages are struck on the 3,949,547,394 shares outstanding at 16 July 2026, and each holding is the last one the insider reported, so the dates are not uniform. Murdoch holds 577,031 shares in the JRM Revocable Trust and 157,275 in the Seven Hills Trust, and Taneja's indirect holding is 111,000 shares in grantor retained annuity trusts.

All 710,172,677 of Musk's direct shares are restricted: 423,743,904 from the 2025 award, subject to the voting agreement and earned tranche by tranche, and 286,428,773 from the June 2026 exercise, scheduled to vest on 19 January 2028 subject to a service condition. Unrestricted stock is the 413,152,109 shares in the revocable trust, 10.46% of the company.

8 Risk Factors

Tesla disclosed 40 risk factors for 2025 and 40 for 2024. Two factors are new, two were dropped, 16 were materially reworded and 22 carry the prior year's wording forward. The 18 that are new or reworded hold 5,794 words, 46.3% of a section that grew 529 words to 12,502. The rewriting falls on four subjects: tariffs, the loss of consumer tax credits and regulatory credit programmes, the launch of a Robotaxi business and the rules that govern it, and the 2025 CEO Performance Award. Nothing was added or amended in either 2026 quarterly report.

Item 1A puts a number on two things across 12,502 words: $8.18bn of aggregate indebtedness at 31 December 2025 against $7.91bn a year earlier, and an intraday range of $498.83 to $214.25 over the 52 weeks to the filing. Everything else is narrative, so the change measure is textual, and it is the share of each factor's prior year wording that survives in order. A factor that keeps less than 95% of its prior wording is treated as materially reworded.

Table 8.1 Item 1A by category, 2025 against 2024

Table 8.2 The change map: every risk factor that is new, dropped or materially reworded, grouped by category

Tax credits and regulatory credits

The incentives factor kept 74% of its wording and gained 60 words. Tesla now states that "recent governmental and regulatory actions have repealed and/or restricted consumer, manufacturing and charging infrastructure tax credits, and certain regulatory credit programs tied to our products", and that "the loss of previously available tax credits and carbon offset mechanisms may further negatively impact our financial results". The 2024 text described incentives that "may be reduced, eliminated, amended or exhausted from time to time". The 2025 text describes a loss that has happened, and chapter 1 puts the number on it: credits fell $770m to $1,993m and still supplied 45.8% of income from operations.

The same factor adds a compliance test that did not exist a year ago. Tesla names the OBBBA, states that compliance with such legislation requires "rigorous traceability of raw materials", and states that if it or its suppliers cannot document the origin of critical minerals then "our products may lose eligibility for tax credits and incentives, directly increasing the effective price for our customers". The 2024 factor carried no traceability requirement.

Tariffs, autonomy, litigation and key personnel

Tariffs were absent from the 2024 Item 1A and now appear in two places. The international operations factor kept only 60% of its wording and gained 226 words, the largest addition to any surviving factor. It states that "the United States has recently announced changes to U.S. trade policy, including increasing tariffs on imports, in many cases significantly", that "the uncertainties surrounding domestic and foreign tariffs have impacted the pricing for our products", and that for electric vehicles and for the battery cells in its energy products "certain parts and components are difficult or impossible to source within the United States". The supplier factor adds that "U.S. trade policy alterations in 2025, including heightened import tariffs and subsequent retaliatory measures, have impacted our supply chain costs". Both passages describe a cost already incurred, not a contingency, and the 2025 MD&A puts tariffs inside the cost of automotive sales and inside the cost of energy generation and storage, falling harder on the energy business.

Four factors were rewritten around the Robotaxi launch, and one changed its heading. The demand factor was headed on "consumers' demand for electric vehicles" in 2024; in 2025 the heading reads on demand for electric vehicles and adoption of autonomous driving solutions, and the body adds that "Upon launching our Robotaxi service in June 2025, we also entered into the autonomous ride-hailing service market", followed by the conditional "If the uptake rate for autonomous driving solutions does not develop as we expect". The production factor now names Cybercab, described as a "purpose-built Robotaxi product". The factory factor extends construction delay to Robotaxi service capacity. The evolving laws factor drops the 2024 framing of a technology still under development and states that rules were "drafted assuming the presence of a human driver", adding that regulation may set the pace of Robotaxi expansion. The disclosure has moved from optionality to execution and approval risk, and no filed statement sizes the business against the risk it now carries.

The product liability factor gained 43 words and two sentences change its character. Tesla now writes that "An unfavorable outcome in some or all of these proceedings could have a material adverse impact on results of operations or cash flows for a particular period", and that "Our view of these matters is subject to inherent uncertainties and may change in the future". Neither sentence was in the 2024 filing. The same factor now covers collisions "whether involving Robotaxi vehicles or customer vehicles with driver assistance features engaged", and repeats that "In most jurisdictions, we generally self-insure against the risk of product liability claims for vehicle exposure". The separate factor on governmental investigations and proceedings is word for word what it was in 2024, at 99.2% retention.

The factor on dependence on Elon Musk lost seven words. The list of his other commitments drops X Corp. and the Department of Government Efficiency and renames X.AI Corp. as X.AI Holdings Corp. Tesla still states that "he does not devote his full time and attention to Tesla" and that he "is involved in other ventures"; the 2024 sentence read that he "is involved in other ventures and with the Department of Government Efficiency". The pledge factor is the second largest rewrite, keeping 61% of its wording. In 2024 the heading referred to shares Musk had pledged to secure personal loans; the 2025 heading refers to shares "either that he has the ability to pledge to secure certain personal loan obligations", the body states that "Certain banking institutions have in the past made extensions of credit to Elon Musk", and the forced sale becomes conditional: "If Mr. Musk were to choose to partially secure any loans with pledges of Tesla common stock that he owns". A new sentence adds that "Mr. Musk may also sell a portion of his shares in order to satisfy tax obligations relating to the 2018 CEO Performance Award".

Two new factors, two dropped, and three that changed without a word

The Bots factor, 185 words in the growth section, states that "We have yet to commercialize Bots and cannot predict how demand for Bots will develop", and that "We also face significant competition from other companies that are designing, developing and building robotics applications". The 2025 CEO Performance Award factor, 272 words and the longest new text in the filing, discloses that the award's own product goals may steer the company wrong: those goals "may not be indicative of the types of products or services that would, in the long run, generate financial returns necessary to justify the significant market capitalization goals" of the award, and misalignment could lead to "underperformance or write-downs of related assets". That factor sits next to the factors on stock price volatility and on forced share sales.

The Gigafactory New York factor goes, and with it the employment, spend and lease obligations to the SUNY Foundation and the $5.00bn spend commitment, 296 words removed. The ESG scrutiny factor goes with 157 words. Removing a risk factor is not a statement that the underlying obligation has gone, but that the filer no longer treats it as material to an investment decision.

Three of the 22 unchanged factors now describe a materially different company. The indebtedness factor is word for word what it was, at 98.6% retention, while the debt it points at rose to $8.18bn and income from operations fell 38.5%, so operating profit per dollar of that debt fell from $0.89 to $0.53. The factor headed "Any unauthorized control or manipulation of our products' systems could result in loss of confidence in us and our products" is identical at 100% retention, in the first year Tesla operates a driverless ride hailing fleet. The insurance coverage factor is also identical, in the same year the product liability factor stated possible materiality and repeated the self insurance position.

Table 8.3 The three risk factors Item 1A quantifies, or that the accounts quantify for it

Part II Item 1A of both 2026 quarterly reports carries one sentence referring the reader to Item 1A of the annual report. No risk factor was added, amended or withdrawn between 28 January and 22 July 2026, and the 10-K/A filed on 30 April 2026 amends Part III only. The risk disclosure a shareholder reads today is the January 2026 text.

9 Stock Price, Scenarios & Sensitivity

Put Tesla's $1,363.8bn enterprise value on a 30 times multiple of operating income and it asks for $45.5bn of operating income. Tesla earned $4.36bn in 2025 and $1.34bn in the six months to 30 June 2026. None of the three cases below reaches $45.5bn of operating income in 2029; the highest is $14.86bn.

The three cases below are illustrations under stated assumptions, not price targets and not a recommendation. Each is built from thirteen operating inputs and one multiple, every one of them a number in Table 9.3, so any case can be rebuilt from this chapter alone. The terminal year is the year to 31 December 2029. The base case produces $319.46 a share, 9.4% below the price paid, an annual return of (2.92)% over the three years and four months to that year end. The worst case produces $57.59 and the best case $685.57. One assumption carries most of that range and it has no basis in any filing: the terminal multiple of revenue. Move the multiple alone from 6.0 times to 14.0 times and the base case value moves $250 a share. Move deliveries by 800,000 vehicles and it moves $76.

The last trade of the month has run between $123.18 in December 2022 and $456.56 in October 2025, a range of 3.7 times inside five years. The multiple the market paid at each fiscal year end moved further: 22.2 times revenue at the end of 2021, 5.3 times at the end of 2022, 8.9 times in 2023, 14.5 times in 2024 and 16.7 times in 2025, against 14.7 times 2025 revenue on the market value at 4 September 2026 and a five year median of 14.5 times. The multiple fell hardest in the year revenue grew fastest: revenue rose 51.4% in 2022 to $81.46bn and the multiple fell from 22.2 times to 5.3 times, then rose in 2024 and 2025 while revenue grew 0.9% and then fell 2.9%. Nothing in the accounts explains either move, which is why the terminal multiple is stated here as an assumption rather than derived.

What the scenarios extrapolate from

Table 9.1 The operating record the scenarios extrapolate from

Revenue per vehicle is automotive sales revenue divided by vehicles delivered, and it understates the price of a vehicle because automotive sales revenue excludes vehicles under lease accounting while the delivery count includes them. Margins are segment gross profit over segment revenue, on the definition the company uses, and removing the credit line from both numerator and denominator gives the margin the vehicle business earns on its own.

Five things in that table drive the cases. Volume fell 9.3% across 2024 and 2025 and then turned, with 838,000 vehicles in the first half of 2026 and cash deliveries up about 18% year on year. Revenue per vehicle fell $3,274 between 2023 and 2025 and recovered $2,203 in the first half of 2026, which the company attributes to sales mix, a weaker dollar and higher full self driving subscription revenue. The vehicle margin excluding credits fell 250 basis points across 2024 and 2025 and recovered 240 basis points in the first half of 2026, while credits halved. Energy revenue doubled between 2023 and 2025 at a margin that rose from 18.9% to 29.8%, then stalled at $5,547m against $5,519m, with the second quarter margin at 20.4% against 30.3% a year earlier. And operating expense is the fastest moving line in the accounts, reaching 16.1% of revenue against 9.1% in 2023.

Regulatory credits are the item policy can remove outright. They fell from $2,763m in 2024 to $1,993m in 2025 and to $526m in the first half of 2026, and were 15.0% of automotive segment gross profit in 2025 and 6.7% in the first half of 2026.

The reported result against the operating result

Table 9.2 Operating income against the reported result, as filed

Two items inside the first half of 2026 result will not repeat on the same terms. The tax charge carries a $274m benefit from releasing the valuation allowance on California deferred tax assets other than research and development credits, following California Senate Bill 122, which cut the effective rate from 25% to 22%. Other income, net of $55m contains the mark to market gain on the SpaceX investment, adjustments on bitcoin digital assets and currency movements on intercompany balances, and the quarterly report quantifies none of those three separately, so the reported half year result cannot be split cleanly between the operating business and the marks. Strip the tax benefit and the whole of other income and the half year result falls from $1,591m to about $1,262m, on operating income that grew $17m year on year against revenue that grew $8,792m. Diluted earnings per share for the half is struck on 3,538 million shares against a basic count of 3,235 million and a cover page count of 3,949,547,394, and the scenarios value the equity on the cover page count grown forward.

The three cases

Table 9.3 Three cases to the year ending 31 December 2029, every input and every output

Mechanics, applied identically three times. Automotive sales revenue is deliveries multiplied by revenue per vehicle. Services and other revenue is the 2025 figure of $12,530m compounded at the stated rate for four years. Regulatory credits carry no cost of revenue, so they are added to gross profit whole and excluded from the margin the assumption is stated on. Operating income is gross profit less operating expense, and no tax benefit is taken on a loss. Shares are the 3,949,547,394 on the cover page of the quarterly report to 30 June 2026 compounded for three and a half years. Enterprise value is the terminal multiple applied to 2029 revenue; equity value adds the $29.34bn of net cash on the 31 December 2025 balance sheet and holds it constant, which raises the worst case value, in which the company would be consuming it. The implied price to earnings column reads n/a where the scenario loses money.

The base case is an estimate. Revenue compounds at 9.13% a year to $134.5bn, gross margin holds at 17.8% against 18.0% in 2025 and 18.7% in the first half of 2026, and earnings per share lands at $1.00 against $1.08 reported for 2025. Operating expense is the reason: it reaches $20.0bn, 14.9% of revenue, between the 13.4% of 2025 and the 16.1% run rate of the first half of 2026, and it grows faster than gross profit over the four years, 12.0% a year against 8.8%. On a 10.0 times multiple that produces $319.46 a share and an implied 320 times 2029 earnings. The terminal multiple that returns exactly the $352.55 paid, with every other base case input held, is 11.06 times.

The worst case is a policy and price case. Credits go to zero, revenue per vehicle falls to $35,000, volume falls 2.21% a year, the vehicle margin excluding credits falls to 12.5% and the energy margin to 18.0%, roughly where it was in 2023. Revenue of $89.0bn against operating expense of $17.0bn produces an operating loss of $4.93bn, and the multiple falls to 2.5 times, which is still 2.5 times what General Motors and Ford are paid on the same measure. The best case needs all four of the drivers below to work at once, and its 2029 EBITDA of $30.86bn still reaches only 0.62 times the first of the six adjusted EBITDA milestones the company set for itself in the 2025 CEO Performance Award.

The critical factors behind the best case

Table 9.4 Tesla's own quantified targets, from the 2025 CEO Performance Award

The award is the only place in the filings where the company attaches numbers to the autonomy and robotics case, and it is used here as a bound, not as a forecast. Four factors have to work together for the best case, and in each the revenue growth appears in the accounts and the composition of it does not.

Autonomy has to reach a revenue line. Services and other revenue grew 46% in the first half of 2026 to $8,326m, on used vehicle sales, nonwarranty maintenance, collision work, paid Supercharging and full self driving subscriptions, and the segment note carries no separate line for Robotaxi, for full self driving software or for Optimus. The best case compounds this line at 30% a year to $35.8bn, 19.0% of 2029 revenue, and no filed number can test whether that is autonomy or used cars.

Energy storage has to keep compounding at a real margin. Deployments went 14.7 GWh, 31.4 GWh, 46.7 GWh, then 22.3 GWh in the first half of 2026, and the best case takes the segment to $38.0bn at a 30.0% margin. The counterargument is in the same filings: revenue was flat year on year in the first half of 2026, the second quarter margin fell to 20.4%, and the annual report states the tariff regime falls harder on energy than on vehicles.

The vehicle margin has to hold above 19% excluding credits. It reached 16.5% in the first half of 2026, against 14.1% in 2025, 14.2% in 2024 and 16.6% in 2023, while the credit line, which policy can remove, fell 49.1%.

The multiple has to hold near 16 times. At 16.0 times, 2029 revenue of $188.8bn supports a market value of $3,050bn, which clears the third of the twelve award tranches; at the base case multiple of 10.0 times the same operating result is worth $430.95 a share rather than $685.57. The best case is the only one of the three carried mainly by the business: 79% of its gain against the price paid comes from the operating drivers and 21% from the multiple.

Core assumptions, and what drives demand

Demand sits on four things the filings name. Price and financing: the company attributes the 2025 fall in revenue per vehicle to sales mix and higher customer incentives such as attractive financing options, and the 2026 recovery to mix, currency and full self driving subscription revenue. Policy: the OBBBA removed the federal purchase credits and restricted the credit programmes Tesla sells into. Tariffs: the current regime has a relatively larger impact on energy generation and storage than on vehicles. Grid demand: the energy business sells into utility scale storage build, the one end market in chapter 4 that is growing.

Three assumptions run across all three cases. Net cash is held at the $29.34bn measured on the 31 December 2025 balance sheet, against cash and short term investments of $43,524m and debt and finance leases of $9,342m at 30 June 2026. Capital expenditure is not modelled, and the company states more than $25bn for 2026 against $8.53bn spent in 2025, none of which is reflected in the net cash held constant across the three cases. Share count grows at 2.5% to 3.5% a year, which over three and a half years adds 353 million to 500 million shares, against a CEO award that alone covers 423.7 million.

Sensitivity

Table 9.5 One variable at a time against the base case

The base case is $319.46 a share on earnings per share of $1.00. The terminal multiple opens a $250 range, 3.3 times the $76 that 800,000 vehicles of annual volume open and more than the other nine variables put together. Margin and operating expense do not touch the value at all, because the value is struck on a multiple of revenue, and they dominate the earnings: operating expense alone swings 2029 earnings per share from $1.72 to $0.27, and the vehicle margin from $1.49 to $0.51.

Across the grid, moving from 1.4 million to 2.6 million vehicles lifts the value between 42.0% and 44.0% depending on the multiple, while moving from 4.0 times to 16.0 times lifts it between 281% and 287% depending on the volume. The $352.55 paid is cleared everywhere at 14.0 times and above, at 12.0 times only from 2.0 million vehicles, at 10.0 times only at 2.6 million, and nowhere at 8.0 times or below.

Hold the multiple at the 14.38 times enterprise value to revenue recorded on 4 September 2026 and let only the operating drivers move. The worst case is then worth $299.44 rather than $57.59: $53 of the $295 fall is the business and $242 is the multiple. The base case is worth $456.46 rather than $319.46, so the operating drivers add $104 and the multiple takes $137 away, which is why a base case that grows revenue 42% over four years still lands below the price paid. Only the best case is carried mainly by the business, $264 of $333.

What would break the base case

Operating expense is the first thing that breaks it. At $24.0bn rather than $20.0bn the base case earns $0.27 a share in 2029. Research and development rose 44% and selling, general and administrative expense rose 46% in the first half of 2026, stock based compensation rose 80.5% to $2,181m, and the CEO award alone carries $9.82bn of cost the company considers probable and up to $120.37bn it does not. The base case assumes that growth decelerates to 12.0% a year for four years, and nothing in the last four filings supports that yet.

The multiple is the second. At 6.0 times the base case is worth $194 a share, a 45% fall from the price paid on identical operating results, and the market has paid 5.3 times inside the last five years, in the year revenue grew fastest. The energy margin is the third: the base case holds 26.0%, between the 29.8% of 2025 and the 20.4% the second quarter of 2026 recorded, in a segment the company says the tariff regime hits hardest.

The base case can also be too low. Services and other revenue is growing at 46%, not the 18% assumed, and the vehicle margin excluding credits recovered 240 basis points in six months while credits halved. Hold the multiple at today's 14.4 times and the base case operating result is worth $456 a share. Regulatory credits moving between zero and $1,000m change the base case value by $2 a share and the earnings by $0.18, against $250 a share for the terminal multiple and $76 for volume.

Every scenario input in Table 9.3 and every sensitivity step in Table 9.5 is an assumption made for this report. None is a company forecast, none is taken from a filing, and the terminal multiple in particular is a judgement bounded only by the multiples the market has paid, shown in Figure 9.1.

Sources

Filings are retrieved through the SEC-API.io MCP server.

Tesla's audited annual figures come from three annual reports on Form 10-K: accession 0001628280-26-003952, filed 28 January 2026, for 2025, 2024 and 2023 and for the 2025 and 2024 balance sheets; accession 0001628280-25-003063 for 2024; and accession 0001628280-24-002390, filed 26 January 2024, for 2023, 2022 and 2021 and for the 2023 and 2022 balance sheets. Accession 0000950170-23-001409, filed 30 January 2023, carries the 2021 balance sheet and automotive cost of revenues in 2022 and 2021. The Part III amendment is 0001104659-26-053166.

Half year and quarterly figures come from the quarterly reports on Form 10-Q: 0001628280-26-049270 for the period to 30 June 2026, 0001628280-26-026673 for the period to 31 March 2026, and 0001628280-25-045968, 0001628280-24-032662, 0001628280-23-034847, 0000950170-22-012936 and 0000950170-21-002253 for earlier interim periods.

Every adjusted measure, every quarterly operating metric, the Outlook and Robotaxi coverage tables and every free cash flow figure attributed to the company come from the update furnished as Exhibit 99.1 to a current report on Form 8-K: 0001628280-25-045861, 0001628280-26-003837, 0001628280-26-026551 and 0001628280-26-049213, with the 2023 storage deployment from 0000950170-24-007073. Those exhibits are furnished, unaudited and not incorporated into the annual report. Production and delivery figures come from Exhibit 99.1 to the four production reports 0001628280-25-043530, 0001628280-26-000016, 0001628280-26-022956 and 0001628280-26-046717. The remaining current reports in the event log are 0001104659-25-087862 and 0001104659-25-108507, and the 2025 CEO Interim Award agreement is Exhibit 10.1 to 0001104659-25-073263.

Ownership, voting power and meeting results come from the 2025 proxy statement, the Schedules 13D and 13G listed in Table 6.4, the Form 13F holdings reports naming CUSIP 88160R101, and the voting results in current report 0001104659-25-108507. Insider data comes from Forms 3, 4, 5 and 144 filed for CIK 1318605. Risk factor comparisons use the 2025 and 2024 annual reports and the 2026 quarterly reports.

Peer figures come from the annual reports identified in Table 4.1, and peer share counts from the most recent quarterly report of each company: General Motors 0001467858-26-000051, Ford 0000037996-26-000156, Rivian 0001874178-26-000054, Lucid 0001628280-26-052606, Fluence 0001868941-26-000029, NVIDIA 0001045810-26-000075 and Apple 0000320193-26-000020. Tesla's earlier share counts come from 0001628280-25-045968.

Earnings call quotations are read from transcripts published by third parties, which are not EDGAR documents and sit outside the SEC-API.io credit: The Motley Fool, EarningsCall.ai, EVWire, Investing.com and Axios, each named where the quotation is used. The sector figures sit outside that credit as well. Electric car sales and market shares come from the International Energy Agency, Global EV Outlook 2026. United States battery electric and hybrid vehicle shares come from the U.S. Energy Information Administration, Today in Energy, 27 July 2026, and United States utility scale battery storage capacity from the same publication, 7 August 2026.

Every market price is the last trade recorded on 4 September 2026, not a closing price, applied on the same basis in every chapter. That last trade is $352.55, and Tesla's market value of $1,392,413m is that price on the 3,949,547,394 shares outstanding at 16 July 2026 shown on the cover page of the quarterly report to 30 June 2026. Market data carries no named provider and sits outside the SEC-API.io credit.

Disclaimer

This is not financial advice. This document is a financial analysis prepared from public filings and other public sources for information only. It is not a recommendation, an offer or a solicitation to buy or sell any security, and it does not take account of the objectives, financial situation or needs of any reader. The scenarios, ranges and sensitivities in chapter 9 are illustrations under stated assumptions made for this report, not forecasts, price targets or company guidance. Figures are as filed or as derived on the bases stated, and no representation is made that they are complete or free from error. Past performance does not indicate future results. Anyone considering an investment should do their own research and take independent professional advice.