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Tesla, Inc.

For the period ended Dec 3, 2026. Filed Oct 19, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 3, 2026 · Filed Oct 19, 2026

TSLA$358.22+4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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TESLA, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Letter to Shareholders

Dear Fellow Shareholders,

2026 has been a year of investment and progress for Tesla. We continued solidifying our foundation by strengthening our core vehicle, energy and services businesses as we build the infrastructure for our next phase of growth.

We also moved closer to a future of autonomous transportation and real-world super intelligence (“SI”). This year, we began producing Cybercab at Gigafactory Texas and expanded our Robotaxi service to more U.S. cities. FSD (Supervised) usage grew exponentially as we continued to gain users and expand into new markets. We surpassed over 10 million vehicles delivered, and the Model Y remains on track to be the best-selling vehicle this year of any kind, globally, as we achieved record deliveries in countries around the world. We launched the Tesla Semi, which will revolutionize the trucking industry, and unveiled the long-awaited Next Gen Roadster. We also made progress in energy generation and storage, with record deployments out of Megafactory Shanghai and production of the new Megapack 3 at our Megafactory in Texas. As SI infrastructure demand increases, energy storage will be critical to expand capacity from the existing grid.

At the same time, we continued developing the products and investing in the infrastructure required to provide them at scale, including building our Semi factory in Nevada and the first production lines for Optimus, and additional data center capacity to train our SI systems. Our recent investments in battery and chip manufacturing, including our Terafab initiative, will help secure the supply of critical components enabling us to offer products affordably on a mass market basis so that humanity may benefit. We remain focused on managing costs and maintaining the financial strength to support our ambitious long-term goals.

We have accomplished a great deal, but we are still at the early stages of what we believe Tesla can become. Our employees’ innovation, hard work and dedication are essential to realizing that potential and creating lasting value for you, our shareholders. Your confidence in Tesla means a great deal to us, and we take the trust of our shareholders seriously. We listen to you, as your voices and votes help shape our governance and our future. And, as a Board, we want to continue hearing from as many of you as possible.

That includes retail investors, who face technological barriers to traditional voting. As a result, Tesla recently pioneered the creation of user-friendly practical tools to empower the voices of retail shareholders, which provide a no-fee, investor-directed voting process similar to those currently available to institutional investors. And because we believe all retail voices should be heard across the capital markets, we have made sure the framework supporting enrollment into voluntary retail voting programs would not only be available to Tesla, but to all public companies.

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As we look ahead, we have the building blocks, vision and team necessary to achieve our bold yet worthwhile objectives. I am honored to serve on the Board alongside Elon Musk and JB Straubel, two technological visionaries whose leadership has helped make Tesla what it is today. The three of us are grateful to have been nominated to serve for another term on the Board of this extraordinary company. We understand that a steady and experienced hand during this time of rapid technological change is essential to Tesla’s success. Therefore, your vote is critical to maintaining that leadership, and I ask you to vote FOR our re-election to the Board so we can continue guiding Tesla through our next phase of growth.

We have transformed numerous industries before, ranging from electric vehicles to battery storage systems. We could not be more excited to do it again, as we bring SI into the physical world. The best is yet to come.

Thank you for your continued support of Tesla.

Very truly yours,

Robyn Denholm

Chair of the Board

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Notice of 2026 Annual Meeting of Shareholders

TO BE HELD ON DECEMBER 3, 2026

Dear Tesla Shareholders:

Tesla, Inc. (the “Company,” “Tesla,” “we,” “us” or “our”) is pleased to inform you that our 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) will be held on December 3, 2026, at 3:00 p.m. Central Time, both virtually via the Internet at http://www.virtualshareholdermeeting.com/TSLA2026 and in person for a limited number of shareholders at Tesla’s Gigafactory Texas located at 1 Tesla Road, Austin, Texas 78725, which is our principal executive office. For your convenience, we will also webcast the 2026 Annual Meeting live via the Internet at www.tesla.com/2026shareholdermeeting. The agenda of the 2026 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:

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​​December 3, 2026, 3:00 p.m. Central Time​​​Gigafactory Texas 1 Tesla Road Austin, Texas 78725​​​Virtually: http://www.virtualshareholdermeeting.com/​TSLA2026​​​
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​Agenda Item​​Tesla Proposals​​Board Vote Recommendation​​
​1. A Tesla proposal to elect three Class I directors to serve for a term of three years, or until their respective successors are duly elected and qualified (“Proposal One”). ​​​“FOR EACH COMPANY NOMINEE”​​
​2. A Tesla proposal for a non-binding advisory vote approving 2025 executive compensation (“Proposal Two”). ​​​“FOR”​​
​3. A Tesla proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal Three”). ​​​“FOR”​​

All shareholders as of the close of business on October 13, 2026 are cordially invited to attend the 2026 Annual Meeting virtually via the Internet at http://virtualshareholdermeeting.com/TSLA2026. We will also accommodate a limited number of shareholders in person at Gigafactory Texas.

We are providing our proxy materials to our shareholders over the Internet. This reduces our environmental impact and our costs, while ensuring our shareholders have timely access to this important information. Accordingly, shareholders of record at the close of business on October 13, 2026 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with details on accessing these materials. Beneficial owners of Tesla common stock at the close of business on October 13, 2026 will receive separate notices on behalf of their brokers, banks or other intermediaries through which they hold shares.

​​Your vote is very important. Whether or not you plan to attend the 2026 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2026 Annual Meeting and Procedural Matters” and the instructions on the Notice of Internet Availability or the notice you receive from your broker, bank or other intermediary.​​

Thank you for your ongoing support of Tesla.

​Elon Musk​​Robyn Denholm​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.