Tesla, Inc. (TSLA) Events

Filings that contain financial statements

• Form 8-K, filed July 22, 2026 (accession 0001628280-26-049213), Exhibit 99.1, Q2 2026 shareholder update covering the quarter ended June 30, 2026. Contains the unaudited condensed income statement, balance sheet and cash flow statement (each shown for the trailing five quarters, Q2-2025 through Q2-2026).
• Form 8-K, filed April 22, 2026 (accession 0001628280-26-026551), Exhibit 99.1, Q1 2026 shareholder update covering the quarter ended March 31, 2026. Same three-statement format, trailing five quarters.
• Form 8-K, filed January 28, 2026 (accession 0001628280-26-003837), Exhibit 99.1, Q4 and full-year 2025 shareholder update covering the quarter and year ended December 31, 2025. Same three-statement format.
• Form 8-K, filed October 22, 2025 (accession 0001628280-25-045861), Exhibit 99.1, Q3 2025 shareholder update covering the quarter ended September 30, 2025. Same three-statement format.
• Form 8-K, filed July 23, 2025 (accession 0001628280-25-035738), Exhibit 99.1, Q2 2025 shareholder update covering the quarter ended June 30, 2025. Same three-statement format.

These quarterly updates are furnished, not audited, but each reproduces full GAAP income statement, balance sheet and cash-flow detail alongside the non-GAAP reconciliations; the underlying audited/reviewed figures for each period are in the corresponding 10-K or 10-Q.

Earnings and operating trajectory

• July 22, 2026, Q2 2026 results (accession 0001628280-26-049213): revenue of $28.2 billion (+26% YoY), GAAP operating income of $0.4 billion (operating margin 1.4%, down roughly 270 bp YoY), GAAP net income of $1.1 billion, non-GAAP net income of $1.2 billion. Trailing-twelve-month revenue exceeded $100 billion for the first time. Vehicle deliveries hit a Q2 record; energy storage deployments returned to growth; free cash flow was negative $1.1 billion as capital expenditures rose sharply (to $5.8 billion) to fund Cybercab, Tesla Semi, and Megafactory Texas buildout. Cybercab began production at Gigafactory Texas; Robotaxi expanded to seven U.S. metros, with launches in three Florida cities in July.
• April 22, 2026, Q1 2026 results (accession 0001628280-26-026551): revenue of $22.4 billion, GAAP operating income of $0.9 billion, GAAP net income of $0.5 billion, non-GAAP net income of $1.5 billion. Free cash flow was $1.4 billion. Cash and investments rose $0.7 billion sequentially, net of a $2.0 billion equity investment in SpaceX made during the quarter (see below) and $1.2 billion of financing inflows. Unsupervised Robotaxi rides launched in Dallas and Houston; FSD (Supervised) approved in the Netherlands.
• January 28, 2026, Q4 and full-year 2025 results (accession 0001628280-26-003837): full-year 2025 GAAP operating income of $4.4 billion, GAAP net income of $3.8 billion, non-GAAP net income of $5.9 billion; Q4 alone contributed $1.4 billion of operating income and $0.8 billion of GAAP net income. Full-year 2025 deliveries were 1,636,129 vehicles and energy storage deployments were 46.7 GWh. Management described 2025 as a transition year toward "physical AI," citing the Model Y refresh, Robotaxi service launch, and continued Optimus and Cybercab development, and outlined plans to ramp six new production lines across vehicle, robotics, energy storage and battery manufacturing in 2026.
• October 22, 2025, Q3 2025 results (accession 0001628280-25-045861): revenue of $28.1 billion, GAAP operating income of $1.6 billion, GAAP net income of $1.4 billion, non-GAAP net income of $1.8 billion, record quarterly revenue and free cash flow ($4.0 billion), driven by record vehicle deliveries (497,099) and record energy storage deployments (12.5 GWh). New products in the quarter included the Model YL, Model Y Performance, and lower-priced Model 3/Y Standard trims, plus the unveiling of Megapack 3 and Megablock.
• July 23, 2025, Q2 2025 results (accession 0001628280-25-035738): revenue of $22.5 billion, GAAP operating income of $0.9 billion, GAAP net income of $1.2 billion, non-GAAP net income of $1.4 billion.

No formal quantitative delivery or margin guidance for 2026 was reissued in these updates; management's outlook language in each quarter reiterates a focus on capacity utilization, balance-sheet strength, and an expected shift toward AI/software/fleet-based profit over time, rather than numeric targets.

Quarterly production and delivery reports (Item 2.02 furnished releases)

• July 2, 2026 (accession 0001628280-26-046717): Q2 2026 production of 451,758 vehicles and deliveries of 480,126 vehicles (a Q2 record), energy storage deployments of 13.5 GWh.
• April 2, 2026 (accession 0001628280-26-022956): Q1 2026 production of 408,386 vehicles and deliveries of 358,023 vehicles, energy storage deployments of 8.8 GWh.
• January 2, 2026 (accession 0001628280-26-000016): Q4 2025 production of 434,358 vehicles and deliveries of 418,227 vehicles, energy storage deployments of 14.2 GWh (a deployment record); full-year 2025 deliveries totaled 1,636,129 vehicles and deployments totaled 46.7 GWh.
• October 2, 2025 (accession 0001628280-25-043530): Q3 2025 production of 447,450 vehicles and deliveries of 497,099 vehicles (record) and energy storage deployments of 12.5 GWh (record).
• July 2, 2025 (accession 0001628280-25-033842): Q2 2025 production of 410,244 vehicles and deliveries of 384,122 vehicles, energy storage deployments of 9.6 GWh.

CEO compensation

• September 3, 2025 / approved November 6, 2025, Tesla's board granted, and shareholders subsequently approved at the 2025 Annual Meeting, a new performance-based restricted stock award for CEO Elon Musk (accession 0001104659-25-108507, disclosed with the September 3, 2025 grant date). The award covers 423,743,904 shares (12% of the company's adjusted share count) split into 12 tranches of 1% each. Each tranche vests only when a market-capitalization milestone (ranging from $2 trillion up to $8.5 trillion, based on six-month and 30-day trailing averages) is met together with a paired operational milestone, specific vehicle-delivery, FSD-subscription, robot-delivery and robotaxi-fleet targets, or Adjusted EBITDA thresholds up to $400 billion over trailing four-quarter periods. The company's preliminary fair-value estimate for the award was $87.75 billion.
• August 3, 2025, Separately, the board approved a 96-million-share "2025 CEO Interim Award" of restricted stock to Mr. Musk (accession 0001104659-25-073263), recommended by a special committee of disinterested directors (Robyn Denholm and Kathleen Wilson-Thompson). The award was to vest on the second anniversary of grant (August 3, 2027) subject to continued service, required Mr. Musk to pay $23.34 per vested share, and carried a five-year holding period. It was subject to full forfeiture if Delaware courts issued a final ruling in the Tornetta v. Musk litigation reinstating his 2018 CEO option award, a contingency that was subsequently triggered (see below).
• 2018 CEO Award reinstated; 2025 Interim Award forfeited (first half of 2026), Per Note 9 to the Q2 2026 Form 10-Q (accession 0001628280-26-049270), the Delaware Supreme Court reversed the earlier rescission of Mr. Musk's 2018 CEO performance option award, and the Delaware Court of Chancery entered a final implementing order on March 18, 2026. On April 21, 2026, Tesla's board determined that this constituted a "Tornetta Decision Event," which immediately and fully forfeited all 96 million shares of the 2025 CEO Interim Award described above (no compensation expense had ever been recognized on that award). The same day, the board approved an Implementation Agreement under which Mr. Musk exercised approximately 304.0 million options under the reinstated 2018 CEO Performance Award during the second quarter of 2026, net-settled for approximately 17.5 million shares; the resulting restricted shares carry a service condition running through January 19, 2028 and a five-year post-vesting holding period. This is the largest CEO-compensation and share-count development of the period and is not covered by any Form 8-K in the filing history, it surfaces only in the Q2 2026 10-Q.

2025 Annual Meeting of Shareholders (held November 6, 2025; results in accession 0001104659-25-108507)

• Shareholders re-elected all three Class III director nominees (Ira Ehrenpreis, Joe Gebbia, Kathleen Wilson-Thompson).
• Advisory vote on executive compensation: approved.
• Amended and Restated 2019 Equity Incentive Plan: approved.
• 2025 CEO Performance Award (described above): approved.
• Ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2025: approved.
• A management proposal to eliminate supermajority voting requirements in the certificate of formation and bylaws: not approved.
• A shareholder proposal on board authorization of an investment in x.AI Corp received more votes for than against, but a high abstention rate meant it fell short of Tesla's bylaw standard (which counts abstentions as votes against); as an advisory proposal, the board indicated it would consider next steps in light of the result.
• Shareholder proposals on sustainability-linked executive pay metrics, a child-labor supply-chain audit, repeal of the 3% derivative-suit ownership threshold, an Article X bylaw amendment, annual election of each director, a proposal repeating one that won 54% support in 2024, and a proposal requiring shareholder approval before certain future bylaw amendments were all voted down, except that the proposal to elect each director annually was approved.

Governance and legal-structure changes

• May 15, 2025 (accession 0001104659-25-050072), The board amended Tesla's bylaws following changes to the Texas Business Organizations Code, adding a jury-trial waiver for internal entity claims, a new requirement that a shareholder or group hold at least 3% of outstanding shares to bring or maintain a derivative lawsuit, and technical clarifications to the exclusive-forum provision.
• September 3, 2025 (accession 0001104659-25-087862), The board approved an updated form of indemnification agreement and entered into it with each director and executive officer, broadening indemnification and expense advancement to the fullest extent permitted under Texas law and continuing D&O insurance coverage for those individuals.
• July 10, 2025 (accession 0001628280-25-034692), Tesla set November 6, 2025 as the date of its 2025 Annual Meeting and moved up the shareholder-proposal submission deadline to July 31, 2025.

Capital allocation: xAI agreement that closed as a SpaceX equity stake

Tesla's Q1 2026 shareholder update (accession 0001628280-26-026551) disclosed a $2.0 billion equity investment made during the quarter, describing it at the time as an investment in SpaceX alongside a stated partnership with SpaceX to build a large semiconductor fabrication facility vertically integrating logic, memory and advanced packaging. Tesla's periodic reports fill in the origin and terms of that investment in more detail than any 8-K does: the fiscal 2025 Form 10-K (accession 0001628280-26-003952) discloses that on January 16, 2026 Tesla agreed to invest approximately $2 billion in xAI Series E Preferred Stock, and Note 13 to the Q2 2026 Form 10-Q (accession 0001628280-26-049270) reports that the $2.00 billion investment closed in March 2026 but had by closing converted into SpaceX common stock rather than the originally contemplated xAI preferred shares, described in the 10-Q as "formerly a preferred share investment in xAI." The resulting position is a stake of less than 1% of SpaceX, carried at $3,007 million as of June 30, 2026. In the second quarter of 2026, this position produced a $1.0 billion unrealized mark-to-market gain (accession 0001628280-26-049213 for the quarterly figure; Note 2 of the 10-Q for the carrying value and the quarterly gain), which Tesla excludes from its non-GAAP net income and Adjusted EBITDA. No Form 8-K in this filing history discloses either the original xAI agreement or its conversion into the SpaceX stake, within the 8-Ks, the only reference to x.AI is the advisory shareholder proposal on the subject at the 2025 Annual Meeting, which did not pass under Tesla's bylaw standard; the investment and its conversion are disclosed only in the 10-K and 10-Q.