Overview

• The package would grant up to 12% of current shares, or about 423 million, in 12 tranches tied to market value and operational milestones, with a full payout contingent on reaching roughly $8.5–$8.6 trillion in valuation.
• The first tranche triggers at about $2 trillion in market cap, followed by mostly $500 billion steps, with the filing outlining completion near $8.5 trillion by 2035.
• Required operational goals include cumulative delivery of 20 million vehicles, 1 million robotaxis in commercial service, 1 million Optimus robots, and adjusted EBITDA targets around $400 billion.
• Tesla estimates a preliminary fair value of about $87.8 billion for the award, and if fully earned Musk’s ownership would rise to at least about 25%, significantly increasing his voting power.
• The proposal follows an interim restricted‑stock grant of about $29 billion this year and runs alongside Tesla’s appeal of the Delaware ruling voiding Musk’s 2018 package, with oral arguments set for Oct. 15; investors will also consider a proposal on a potential Tesla stake in Musk’s xAI.