Form DEFA14A Tesla, Inc.

 

 

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 x

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement

 

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

 

¨	Definitive Proxy Statement

 

x	Definitive Additional Materials

 

¨	Soliciting Material under §240.14a-12

 

Tesla, Inc.

(Name of Registrant as Specified In Its Charter)

 

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

 

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

 

x	No fee required

 

¨	Fee paid previously with preliminary materials

 

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

 

 

 

On October 19, 2026, Tesla, Inc. (“Tesla”) (i) sent a letter to shareholders, a copy of which is attached as Exhibit 1; (ii) updated its website, VoteTesla.com, to contain information regarding, among other things, Tesla’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), a copy of which is attached as Exhibit 2; (iii) updated its website, https://www.tesla.com/, a copy of which is attached as Exhibit 3; (iv) updated its website, https://ir.tesla.com/#quarterly-disclosure, a copy of which is attached as Exhibit 4; (v) issued digital advertisements and posted messages via digital and social advertising platforms, copies of which are attached as Exhibit 5; and posted on X, a copy of which is attached as Exhibit 6.

 

Additional Information and Where to Find It

 

Tesla has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for the 2026 Annual Meeting. The Definitive Proxy Statement contains important information about the matters to be voted on at the 2026 Annual Meeting. SHAREHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING. Shareholders are able to obtain free copies of these documents, and other documents filed with the SEC by Tesla, through the website maintained by the SEC at www.sec.gov. In addition, shareholders are able to obtain free copies of these documents from Tesla by contacting Tesla’s Investor Relations by e-mail at [email protected], or by going to Tesla’s Investor Relations page on its website at ir.tesla.com.

 

Participant Information

 

Tesla, its directors (Elon Musk, Robyn Denholm, Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk, JB Straubel and Kathleen Wilson-Thompson), and certain of its executive officers (Vaibhav Taneja and Tom Zhu) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Tesla’s shareholders in connection with the matters to be considered at the 2026 Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections titled “Executive Compensation for Fiscal Year 2025” and “Compensation of Directors” in the Definitive Proxy Statement commencing on pages 36 and 61, respectively, and is available here. Information regarding the participants’ holdings of Tesla’s securities can be found in the section titled “Ownership of Securities” in the Definitive Proxy Statement commencing on page 68 and is available here.

 

Exhibit 1

 

Dear Tesla Shareholders, Our shareholders are among the most highly engaged shareholders in the world. You have shown that you take your ownership of Tesla seriously, exercising your vote at our annual meetings in record numbers. In doing so, you help drive the future of Tesla. The time to do so again has come. We are asking you to vote with the Board’s recommendations on ALL proposals at the 2026 Annual Meeting of Shareholders — most importantly, the re-election of our Class I Directors. Thank you for your continued support of Tesla. Sincerely, The Tesla Board of DirectorsVoteTesla.comDecember 3, 2026 at 3:00pm CT2026 Annual Meeting of ShareholdersVote “FOR” the re-election of our Class I Directors and ALL proposals on this year’s ballot.

 

VoteTesla.comPlease vote “FOR” the re-election of our Class I Directors and ALL proposals on this year’s ballot.From Master Plan to a Life-Changing Reality Last year, we presented Part IV of the Tesla Master Plan, designed to create a world of amazing abundance for all — and generate extraordinary value for you as a shareholder. In 2026, we have been executing that plan, investing in the infrastructure and super intelligence to bring it to the physicalRobotaxiExpanded Robotaxi service to seven U.S. citiesMegapack 3Began production of the new Megapack 3 at our Megafactory in TexasEnergy StorageDeployed more than 130 gigawatt-hours of energy storage to date — with record deployments out of Megafactory Shanghai Full Self-DrivingGrew FSD (Supervised) usage exponentially, reaching nearly 1.5 million paid customers and more than 15 billion cumulative miles driven to dateManufacturingContinued building the manufacturing backbone for our next phase of growth — Semi factory opening in Nevada and high-volume Optimus production line in FremontCybercabLaunched Cybercab, deploying fully autonomous vehicles without steering wheels or pedals in our Robotaxi fleetworld and laying the groundwork for our next phase of transformational growth and value creation. This tremendous progress is the result of our management team and this Board working together toward our shared vision for Tesla and for the world. And we are just getting started.TerafabLaunched our Terafab initiative to secure supply of critical components at scaleVehiclesDelivered more than 10 million vehicles to date — scaling our core vehicle production 10x in just six years

 

Your Vote Matters We believe that Tesla has the right strategy, infrastructure and team in place, and we are asking for your vote to ensure we remain on track to deliver on our promise. At a moment of rapid technological change, consistent progress requires proven hands to see our transformation through. That includes the re-election of the three Class I Tesla directors being voted on this year.What makes our Board so formidable is the complementary skillsets of our directors — and these three bring irreplaceable value to the Boardroom. This is the team that has steered Tesla to become one of the most valuable companies in the world. Your vote to re-elect them is essential to delivering on our bold objectives and everything that comes next.Elon Musk CEO and DirectorRobyn Denholm Board ChairJB Straubel DirectorTesla Directors Nominated for Re-ElectionHow to Vote Your SharesVote Online Locate your control number on your proxy materials, visit the listed website, and follow the instructions. If received by email, click the link and follow the instructions.Vote by Phone Registered shareholders can locate the number on your proxy materials, dial the number indicated and follow the prompts.Vote by QR Code If your proxy materials include a QR code, scan the QR code using your mobile device and follow the instructions.Vote by Mail Mark, sign and date the proxy card and return it in the pre-paid envelope provided.

 

If you need help voting your shares or have any questions, please contact our proxy solicitor, Innisfree M&A Incorporated.Questions?Banks and Brokers +1 (212) 750-5833 (collect)Shareholders +1 (877) 717-3936 (U.S. and Canada) OR +1 (412) 232-3651 (all other countries)Additional Information and Where to Find It Tesla, Inc. (“Tesla”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for Tesla’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The Definitive Proxy Statement contains important information about the matters to be voted on at the 2026 Annual Meeting. SHAREHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING. Shareholders are able to obtain free copies of these documents, and other documents filed with the SEC by Tesla, through the website maintained by the SEC at www.sec.gov. In addition, shareholders are able to obtain free copies of these documents from Tesla by contacting Tesla’s Investor Relations by e-mail at [email protected], or by going to Tesla’s Investor Relations page on its website at ir.tesla.com.Participant Information Tesla, its directors (Elon Musk, Robyn Denholm, Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk, JB Straubel and Kathleen Wilson-Thompson), and certain of its executive officers (Vaibhav Taneja and Tom Zhu) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Tesla’s shareholders in connection with the matters to be considered at the 2026 Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections titled “Executive Compensation for Fiscal Year 2025” and “Compensation of Directors” in the Definitive Proxy Statement. Information regarding the participants’ holdings of Tesla’s securities can be found in the section titled “Ownership of Securities” in the Definitive Proxy Statement.Tesla © 2026 VoteTesla.com

Exhibit 2

 

T = S l_ r-i Your Board Resources FAQs How to Vote Annual Meeting Details Contacts Explore TeslaVote Tesla Building a World of Amazing Abundance Tesla will hold its 2026 Annual Meeting of Shareholders on Thursday, December 3rd at 3:00pm CT. We are asking shareholdersto VOTEh line with the Board's recommendatiorrs on ALL proposals, which include the re-election of Elon Musk, JBStraubel and Robyn Denholm - each of whom is critical to Teslaas we continue to pioneer new products in SI,robotics and sustainabSty in our quest for amazing abundance for all.How to Vote Attend In PersonContinued building the manufacturing backbone for our next phase of growth - from our Semi factory opening in Nevada to our high-volume Optimus production line in FremontFrom Master Plan to a Life-Changing Reality In 2025, we unveiled Master Plan Part IV. In 2026 we started turning it into reality: building on our strong foundation, investing in the infrastructure fur cur next phase of growth and accelerating the deployment of real -world super intelligence. These milestones are critical to achieving nur goal: creating amazing abundance for all while generating extraordinary value for you ass shareholder. But that future requiresthe right leadership to see it through.Letter to ShareholdersitOur Board Built the Roadmap. Your Vote Ensures They Drive it Forward. Vote FOR Proposal One; Re-elect our three Class I Directors. Tesla has achieved phenomenal progress under this Board's leadership - and we are just getting started. In a time of rapid technological change, continuity of leadership matters. The three Class I Directors up for re-election this year are essential to what comes next.Elon Musk >The architect ol our transformation from si eariy-stage startup to ore of the meet valuable companies n the world and the visionary force behind our mission to build a world of amazing abundance. As Our CEO and ore of our founders, he brings vision, technical expertise and drive that areas essential to Tesla's next ciaplt:'' as they were to every milestonethat caric before it.Robyn Denholm >Our Board Chan wno brings nearly 30 years of executive readers!' o across q obal technology and telecommunications companies, along with deep linauoia.'and operations expertise. Her steady leadership has shaped the governance framework tfiat has guided Tesla tnrough our most consequential moments. Now, her continued leadership is critical to delivering on the plan she hclocd build.JB Straubel >Spent over a decade at the heart of Tesla's technology development, research and operations - bringing unmatched knowledge of how Tesla was built aid where we are going. His expertise in clean, sustainable and affordable energy generation and storage and batteryinnovation makes him an invaluabc eader as Tesla continues to push the boundar as of sustainable energy.Driving the Momentum More About Your Board How to VoteTesla's Voluntary Retail Voting Program Lam Mani» 2023 Privacy and

 

Meet Your BoardHands-On, Active Oversight. High Accountability. We have ambitious goals. Achieving them requires an experienced Board that will continue creating outsized value for shareholders. Our Board has been carefully built over time to include individuals who bring complementary expertise and the technical and financial skills needed to oversee Tesla's future. They are highly engaged, know the business inside and out, and have the vision and experience that are core to Tesla's success.These directors are nominated for re-election as Class I Directors at the 2026 Annual Meeting for a three-year term 2026 Board of Director expiring in 2029, NomineesElon Musk Robyn M. Denholm JB StraubelBoard of DirectorsIra Ehrenpreis Joe Gebbia Jack HartungJames Murdoch Kimbal Musk Kathleen Wilson-ThompsonTesla’s Voluntary Retail Voting Program LeamMoreTesta ©■ 2026 Privacy and Legal

Yaur Board Resources FAQs Contacts Explore Teslaesources k *| Shareholder LettersSEC FilingsOct 19, 2O2fl Shareholder Letter: From Master Plan to Ltfe- Changing Reality of Amazing AbundanceView here*esl8 <3 2026 Privacy »<idLegalxTesla's Voluntary Retail Voting Program Learn More

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/our Board Resources FAQs How to Vote Annual Meeting Details Contacts Explore TeslaYour Vote Is ImportantVoting Your Shares Is Quick and Easy Don't wait - we are asking shareholders to VOTE NOW in line with the Board’s recommendations on ALL proposals. Please vote "FOR" Proposal One, the Election of Three Class I Directors.Vote Online > Vote by Phone >Vote by Mail > Vote by QR Code >Voting Instructions by BrokerTips for Finding Your Control Number and Voting InstructionsNew Voluntary Retail Voting Program Retail investors deserve the same voting access as institutional shareholders — so Tesla pioneered a no-fee, investor- directed process with our Voluntary Retail Voting Program. Learn MoreQuestions? Shareholders +1(877) 717-3936 (U S. and Canada) OR +1(412) 232 3651(all other countries)Banks and Brokers If you need help voting your shares or have any questions, please +1(212) 750-5833 icollect)Tesla’s Voluntary Retail Voting ProgramTesla © 2026 Privacy and Legal

 

= E L n Your Board Resources FAQs Howto Vote Annual Meeting Details Contacts Explore TeslaYour Vote Is Important< Back to How to Vote | Vote Online Vote Online Vote by QR CodeVote by PhoneVote by Mail2Open the shareholder voting materials you received by mail or email.Locate your unique control number. Follow the directions on how to vote Cast your vote, your shares via your specific brokerage.Questions? Shareholders +1(877) 717-3936 (U.S. and Canada) OR +1(412) 232 3651(all other countries)Banks and Brokers +1(212) 750-5833 (collect)contact our proxy solicitor, Innisfree M&A Incorporated.Tesla's Voluntary Retail Voting Program LeamMoraTesla © 2026 Privacy and Legal

 

= E L n Your Board Resources FAQs Howto Vote Annual Meeting Details Contacts Explore TeslaYour Vote Is Important< Back to How to VoteVote Online Vote by Phone Vote by QR Code| Vote by PhoneVote by Mail2Open the shareholder voting materials you received by mail.Locate your unique control number Call the phone number listed on the Follow the prompts to cast your on the insert. insert. vote.Questions? Shareholders +1(877) 717 3936 (U.S. and Canada) OR +1(412) 232-3651(all other countries)Banks and Brokers +1(212) 750 5833 (collect)contact our proxy solicitor, Innlsfree M&A Incorporated.Tesla's Voluntary Retail Voting Program Learn More

 

= E L n Your Board Resources FAQs Howto Vote Annual Meeting Details Contacts Explore TeslaYour Vote Is Important< Back to How to VoteVote OnlineVote by QR CodeVote by MailVote by Phone| Vote by Mail2Open the voting materials you received by mail.Mark, sign and date the proxy card or other voting materials.Return the materials in the pre-paid envelope provided.Questions? Shareholders Banks and Brokers contact our proxy solicitor, Innlsfree M&A Incorporated.+1(877) 717 3936 (U.S. and Canada) OR +1(412) 232-3651(all other countries)+1(212) 750 5833 (collect)XTesla’s Voluntary Retail Voting Program LearnMor»

 

= E L n Your Board Resources FAQs Howto Vote Annual Meeting Details Contacts Explore TeslaYour Vote Is Important< Back to How to VoteVote Online VOt6 by QR COCfe I Vote by QR CodeVote by PhoneVote by MailOpen the shareholder voting materials you received by mail.Locate the QR code on the insert. Scan the QR code with your phone Cast your vote, and follow the instructions shown.Questions? Shareholders +1(877) 717 3936 (U.S. and Canada) OR +1(412) 232-3651(all other countries)Banks and Brokers +1(212) 750 5833 (collect)contact our proxy solicitor, Innlsfree M&A Incorporated.Tesla's Voluntary Retail Voting Program Learn More

 

T = S 1_ F Your Board Rasaurcos FAQs Haw to VotB Annual Masting Details Contacts Explore TeslaYour Vote Is Important< Back to How to VoteVoting Instructions by Broker The voting process may vary depending on your broker. To learn how to cast your vote, please select your broker from the list below. If your broker is not listed, select "All Other Brokers Please also remember that you must have been a Tesla shareholder as of the October 13th record date to be able to vote. Some brokers outside of the U.S. don't allow retail shareholders to vote. If you have not received any voting instructions, please contact your broker to confirm If they provide for proxy voting and, if so, to request such instructions. If you have any additional questions regarding how to vote, please contact our proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3936 (from the United States or Canada) or +1 (412) 232-3651 (from other locations).FidelityTn cast your vote or linn, you" I need to search fora specific email in your inbox. which may be in 'your spam folder {same email addressthat is associated with your broker account}. The erne ' may corr-s from one of several different addressee. Search for sr email received in 2026 using the following keywords- 'Tesla’, "Fidelity.lnvestmeiits.email0sharehoiderdous.fidelity.oom', "e-notificationrjedocs.mybrokerageinfo.oanr, or ''idsjproxyvote.com'. Open the email a ic follow the instructions provided to vote. >f you cannot locate this email, try voting bvmall. phone or OR code. If you nave not received any instructions whether via email o< by mail, contact your broker as soon as possible to request such instructions.Robinhood Tn cast your vote online, you1 I need tn search for a specific nmail in your snbox. which may be in your spam folder {sama emaiI address that is associated with your broker account}. Search for an email received in 2026 using ttie following teyworde; "noreply roblnhoodcom Tesla'. Open the ema 1and click VOTE, If 'fan cannot locate this email, try voting hy mail, phnne nr OR cccr If you havo net rtxxiivnd any instructions whether via email or hy mail, contact ynur broker as soon as possible to request such instructionsInteractive Brokers LLCTn cast your vote online, you'11need tu search far a specific email in your inbox, which may be in your spam folder (same email address that is associated with your broker account}. Search far an email received in 2626 using thfl following keywords- ■'inlnractivnbrnkersSproxyrincs com Tesla’. Open the email and fallow the instructions provided to vote. f 'foa cannot locate this email, try voting by nail phone or OR cues. If you have not received any instructions whether via email or by mail, contact your b-okcr as soon as possibly to request such InstructionsCharles Schwab & Co. (and former TD Ameritrade holders) S'To cast your vote online, you' l need to search fare specific email in your inbox. which may be in your spam folder {sameemail address that is associated with your broker account}. Search for an email received in 2628 using the following keywords, "id$rjproxyvotc.cc<n Tesla". Additionally, you can lug into your brokerage account, use the keywords proxy events' In the search bar arc navigate to proxy events. Alternatively, search lor a16-digit control number in your postal mail. Visit www.proxw6te.comand submit yout 16-digit controlnumber to vote. You may also try voting by m&jl..QtlCQfo2L£JfLCCi£l£ If V°u have not received any Instructions whether via email or by mail, contact your broker as soon as posslb e to request such instructions.1© MerrillLynch To cast 'your vote online, you' I need to search fora specific email In your inbox, which may be In your spam folder 'sama emaiI address that is associated with ycur broker account}. Search for an entail received In 2026 using the following keywords, 'ldiiproxyvote.com Tesla". I he email may come from one of several different addresses so please search your inbox far ‘Tesla" as well. Open the ema I aria follow the instructions provided to vote. I you cannot locate this email, try voting by mail, phone or QH cede. 11 you >ave not received any Instructions whether via email or by mail, contact your broker as soon as passible to request such instructions.Vanguard Brokerage ServicesTo oast your vote online, you' I need to search far a speoifio email in your inbox, which may be in your spam folder {same email address that is associated with your broker account}. Search far an email received in 2026 using the following keywords: ''idaproxy-vatc cam Tasla". Open the email and follow the instructions provided to vote. I you cannot locate this email, try voting by noil, phone urQR cage. If you nave rial received any instructions whetlier via email ar by mail, oontaat your broker as soon as possibKi to request such InstructionsMorgan Stanley (and former E’Trade holders) 2sTo cast your vote online, you' I need to search for a specific email in your i box. which may be in your spam folder (same email address that is associated with your broker account}. Search far an email received in 2628 using the following keywords: "id s;iproxyvote.ca:n Tesla". Open Hie email ana follow the instructions provided to vote. I you cannot locate this email, try voting by mail. phone or QHcede. If you have not received arty instructions whether via email or by mail, contact your broker as soon as passible to request such instructions.B All Other BrokersTo cast your vote online, you' ;need to search for a specific email in your inbox . which may be In ycur spam folder {same emaii address that Is assoc-ated with your broker account}. Try searching lor each of these three terms to see if you can locate an email from your broker sent in 2026. • "[email protected] Tesla" • "v&proxydocs.ciam Tesla' • '''jBavtechnoloq es.com lee a' I you find an email, open it and follow the instructions provided to vote. if ‘/ou cannot locate this email, try votrg bv mall, phone or QR cede. If you have not received any instructions whether via email or by (nail, contact your b'oker as soon us passible to request such instructions.Questions? If you need lielo votinp your sltares or have any questions, please contact nur proxy solicitor Innlsfroa MSA Iraorpamtcd.Shareholders +1(877) 717-3930 JZS. and Canada) OR -*-1(4121232 3661 athr.r onuntrn:;)Banks and Brokers -1 (212)750-5833 • rollerxTesla's Voluntary Retail Voting Program LaaltnMutwTf-'tlx © ?02R Prrrauy nndI ngwl

 

Resources FAQs Annual Meeting Details Contacts Explore TeslaIs Important< Back to How to VoteVote Online Tips for Finding Your Control Number and Voting Instructions Vote by QR CodeVote by PhoneVote by MailEmails with your voting instructions are being sent out. Keep an eye out for an email from your broker with instructions or search using the following keywords: '‘Tesla", "Vote", "@proxyvote.com", "@proxydocs.com" or "@saytechnologies.com". If you find that email, open it and follow the instructions provided.Many (but not all) shareholders who have elected for email delivery of their proxy materials may be able to vote through proxyvote.com. If you already have a proxyvote.com account, please log in and check if Tesla is listed under "My Available Meetings". If you do not yet have an account, you can "Create an Account" on proxyvote.com using your email address that is linked to your brokerage account(s). Once you follow the instructions and verify your email address, check if Tesla is listed under "My Available Meetings".Contact our proxy solicitor, Innisfree, for assistance at (877) 717-3936 (from the United States or Canada) or +1 (412) 232-3651 (from other locations). Some shareholders may even be able to vote over the phone by calling Innisfree. Please note that this voting option is not available for all shareholders.Contact your broker as soon as possible for help and to request voting instructions. You can find voting instructions by broker HERE.Questions? Shareholders Banks and Brokers +1(877) 717 3936 (U.S. and Canada) OR +1(212) 750 5833 (collect) contact our proxy solicitor, Innisfree M&A Incorporated. +1(412) 232-3651(all other countries)Tesla’s Voluntary Retail Voting ProgramTesla © 2026 Privacy and Legal

 

S L Fi Your Board Resources FAQs How to Vote Annual Meeting Detail* Contacte Explore Tesla2026 Annual Shareholder Meeting Thursday, December 3, 2026 13:00 PM CTEnter for a chance to attend the Annual Meeting in person.Enter the DrawingLimited In-person Event We expect to accommodate a limited number of snare-holders in-persan nt the 2026 Annual Shareholder Meeting due to capacity restriction* T'u? event will be held at:Tesla, Inn. 1 Tesla Read Austin, TX 7B725To maximize fairness, we are conducting a randixn drawing to determine our shareholders' eligibility to attend the meeting In parson. I ho deadline for antn/ Is Friday, Novembers, 2026, at 11:69 PM Central Timo.If you are selected through the drawing, your selection s further subject to oenfirmatonaf your identity in the form of valid government aaued Identification Saleotlons are non transferable. P ease oaratulty review the 2026 Annual Shareholder Meeting Drawing Terms.We expect to begin communicating attendee selection* during trie week of November 16, 2026.Virtual Meeting We are providing any shareholder as of Octocer 13, 2026, with the means to join the 2026 Annual Shareholder Meeting virtually at http:/ll '.vww.vlrtualahareholdnrmcot ng.cam,1 1SLA2U2B. The virtual mealing will feature the some Itvastraom accessible to the public, plus the option to submit votes and writtencomments on meeting agenda items. To join the virtual meeting, you will need a 16 digit secure ‘control number" unique to you. which you can obtain as follows:• If you are a ‘shareholder of record” with shares registered directly in your name with our transfer agent Computershare Irust Company, N.A. (a minority of lasla aharaholda'sl, you can find the control number on the. Notice of Internet Availability or paper proxy card that was sent to you.• If you are a beneflcla owner of snares ndd In street name:< The voting instruction form sent to you Ivy your broker, hank or other nominee should indicate whether the institution has □ process for beneficial hoders to provide voting instructtons over tie Internet ar bv telephone. If your bark ar brokerage firm gives, you thia opportunity, the voting Inetructfone from the bank or broke-ece firm that accompany these proxy materials will tell you how- to use the Internet or telephone to direct the vote of shares held in your account.t If your voting nstruotion form dees not include Internet or telephone information, please complete, and return the voting Instruction form In the sat addrassoe. postage paid anvalopo prcrvkled by your broker. Sharahoidars who vote by proxy or by telephone need not return a proxy card or voting instruction form by mail.2026 Annual Shareholder Meeting Drawing Terms1. Parilctpailon. Tesla will conduct a rancom drawing to decormine Its shareholders* eligibility to attend Its 2026 Annual Shwrafodar Meetingin parson The drawing wll be Ned tdrictfy in accorchnoe with Uhetw2026 Amwl Meeting of Sficrcholdcrs Drawing fcms (‘Terms’) and no exceptions will be made. J art!clpolice. Is voluntary ard doas not ersera a legal permersHp. agency nt othei rdeclorshlp betweenan sntrent and Tesla. Entries must be mads bv Friday, November 6, 2026, st 11:59 PM Control Tree. Incomplete apiXioatrnns, cr attempted applcaticra by means other than through the onlna ccpllcatlan form, will not be consdcrad. NO PURCHASE OK HAYMENI CH- ANY KIND 15NECESSARY TO ENTER OR BE SELECTED A PURCHASE OR PAYMENT WILL NOT INCREASE AN ENTRANT'S CHANCES OF BEING SELECTED. DRAWINCIS VOID WHERE •'ROHIBITED BY APPLICABLE LAV/. By participating In the drawing, each entrant conlf es that such entrant Hot the legal age or majority In the Juirsdoticn in wtlklli H.„:l, mili*11 reaKlea |el kevat IP. yeeia uf Hip*ir u«ir, cixiiilriaal and Kalinltea al vlirallilly iHC|iiirHiiien1a and ooncHlons detailed herein.2 Digihiliiy. Farh er,Irani willbe required losutuiiil proper nvirtwnrarof shore uw*ieri*„|i semi October 13, ?R?fl, pursuant to the nstructlons outlined cn the Tesla Shareholders "latfotn.3. General Conditions. All determinations by Icala with respect to the drawingor any entrant's cllgltlllt,- willbe final. Tesla. in Ira aide discretkin, win determine lire validity cif each uwitry If Teela eleurrminee or baliemo chat rn1/ entry ie fraudulent, illegitimate or invabd, or that any entrant has failed to comply with cr has rotatedarm ptwlslon of these 1arms or other losla acllclcs, lash wll have toe right It Its sera discretion to dlsquaity any artcatcd entrantlij. Taala raaalK-Hr tha ikjM ki -nudity 1'WHH firriUHiLllwara whether and I rrw tire ii,.|;era:m pil lirai <if the event will Ina Feld n Ils sole discretion. Tesla ma, be -equlred to or shcose to change the date, time, location and/or fenrat of the event. Imespaotlvs ot changes In schedule, gewotrmant travel restrictions or other lotesaeaUe ard nnliveKHeaNw evanlK, Trade wll not herexprinK rile fra any I 'aval or rchjrrg arranrjenvnlx mark,nr nlhrw exprames Incurred In arllolpatlon or furtherance ot attending the event In person. INVITATIONS TO ATTEND THE EVENT ARE NOT TRANSFERABLE AND ANY ATTEMPT TO TRANSFER AN INVITATION TO ANY OTHER PERSON WILL BE VOID AND WILL RESULT IN SUCH INVITATION BEING RESCINDED.4 RelweBManil Limliaiione. By nerticapetlng 'n live drawing. and ill the extent therw era any madia nacordlnga (photograph/video! of the event, each entram authorizes and releases Tesla, cr its reepacthrelicensees, affiliates, successors and assignees the right, where permitted by law', w'thcut an*/ further ihatloo.review or consent to prrt |xll:liah, laianicnoU, lialiilnllaa xel uaa, wolklwkla in any ’iiaiia now known or llaraaflar in |aB|a,luly anil ra, a worldwide basis, the photegraphs, Images cr video shared or captured with cr on beialf of Tesla, Including wltihout Invtatdn, the content nt mael'a Including subfaota captured associated nentant, voice, likeness, image or Klalarrwrila, aa well v irrUaifcwa i-ifraniHlinn fra any piir|KiNw richKling lull ,„M Iriulerl Io raiwa, publicity, advertising, puollo relations ar other nromoticnsl purposes without any expectation at compensation or ramurraratkin nerw or In the tuiurn. Each ontreni also egrMS that Tesla will hava no rabHty for, and shall ba hold harmlees by euch entrant against,err, liability for rrry ir(wiee, losses or ttorvrgesof ary kind to peraons, incudmg pomcnai ln|ury or death, cr property resulting In whole or m part- directly cr Indirectly, Iron ooseptance, or psriklpetkin lmhtai*awkig,c»'any dakne baead on publicity rlchts, liafamatlon or Invasionof privacy. The released parties are not *«fKinsible if any eligiblity s re.oked due to carcefatiane, de-sys or interruptions due to cots ot God war or government, naturaldlMStars, weather or terrorism.5. Notification of Selection. Each selected entrant will be nottf ed t? direct email using the email address pro,ided during the entry process, tf any adoltlnrul Information Is raqulrad to confirm cligblity, anti ant must respond to the drarU aiiiail niasraga wirliin frilly-Hiyhl (46) fsilira a’l Hi thwlirect ameil niHKWMjH » HHiil II aiuTi aNw-lad e'llranl does not respond tc the direct email messagie with a submlsslcn of a legible end ccmolete oopr ct any additional proper mldanM demonstrating alglhlllty to anerd tills event as dascritaad on the Tesla Shareholder Rlartcim. such selected entrant r*wf be disqualified, and Tesla reserves the right to s ed an alterretive entrarM al random.6. Conduct. By narddpailnginil'la drawing, each entrant agrvMSIn advance. If sslspiad, to conduct himwat or herself at the event in a respionsible, p-ofessxinaland courteous manner, free from disruptive tehy-io-, including foul language and ebsoone gesturas (as well as any obscene or Indecent messages on signs or clothlnpj. Flraamns and fithar waapnna of any kind aia am parrnitiwd on iha pnun'aaa rogaidlaaa uf pnrmha Each aalactad entrant will further c-ompv with local Texaspubic health authority requirements, requests f-omTeNa staff regisrdrrg safety and ary changes to opal ato-is ardlor o-nargency rasnorrsoprocedures. Airy lack of adharancp to this code ot imrldunl may rwi.ll in pHrniHrwil dwqnal finalrn, frnm h.lurn Taub wrait'K, w vml aw pnlerliHl vidal km uf kn:al ord mooes resulting In possible arrest and prowcutlon.7 Cnveming Law. Any litigat'orior dispute resolution between the entrant and Tesla arising out of nr reteting to these lerms, w'lltdtc place In the Vlcstem District ot lexas, ard caoh entrant and lesla hereby consent to the personal jiuiadlctlon of and axokuiVA vacua In the arale and tadanil coma within that District whh respact tn any such litigation or dispute rasdulicn This Agreement will be governed by and construed n accordance with the lawe of the United States and the State of lexas, except that body ot lexas law cotocrnlngcontJcts ot law.0. Privacy. Each entrant ooplylrg fee a chance to attend the event In-perscn acknowledges and understands that the entry kitonmation submitted may ba stornd sod proewaaad In ary count-,•In which Tasla Isas facilities cr In which TaaN w,JH|_»<- KHivra giicnrclarK TIirwt luauilnwi may mH haw, tl*w HHiiiHih'H |irulHi:lkiu Ives as lira ciMJnlry in which the entrant inltldly presided that Informaton. When Tesla transfers informat on from or about an entrart to Mhcr cnuntrlas, Tasks wll protect It as doscilbod In Tarsia'sPrfracy Notice. By aubm ttlhg an entry, or cthsiwlwi prryrairKj mfornialirai lo Teela, each eMrvit coneente to the tranefer of mfornration frnm or about suoh entrant to counties outside ot suoh entrant's oourtry ot •esldcroe, ncluc ng the United States. Entrant Information wll not ba mad for i‘wkatkig, and s poooMadand ratalnad only for the purposes described heroki, and In eccordei'ioe with Tesla’s Privacy Notice.Tesla's Voluntary Retail Voting Program Lnm ktniTcoki¥’202D PrlsMcy L2gJ

 

5 m Your Board Resources FAQs How to Vote Annual Meeting Details Contacts Explore TeslantactsInvestors [email protected] Innisfree M&A Incorporated Shareholders +1 (877) 717-3936 (U.S. and Canada) OR +1 (412) 232-3651 (all other countries)Banks and Brokers +1 (212) 750-5833 (collect)XTesla's Voluntary Retail Voting Program LeamMoraTesla © 2026 Privacy and Legal

 

Exhibit 5

Exhibit 6

 

Tesla ©Tesla0 -Tesla shareholders: Our Annual Meeting is coming up on Dec 3rdThis year, we’re asking you to vote “FOR" all three proposals on the ballot, including the re-election of Elon Musk, Robyn Denholm and JB Straubel to Tesla’s Board.Last year, we laid out our vision for building a world of amazing abundance - this year, it’s been coming to life. And we’re only getting started...Your vote is critical to helping us maintain that momentum.Voting instructions & control numbers to follow soon.More info: votetesla.com Tesla 2025 Annual Meeting: Protecting Your investment & Shaping the FutureFrom votetesla.com 10:03 AM ■ Oct 19, 2026 • 13K Views

 

 

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