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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry Into a Material Definitive Agreement. On September 29, 2026, Tesla, Inc. (“ Tesla ”) entered into the following credit agreements: • $20.0 billion senior unsecured three-year delayed draw term loan facility (the “ Term Loan Facility ”) pursuant to a Delayed Draw Term Loan Credit Agreement, dated as of September 29, 2026 (the “ DDTL Credit Agreement ”), by and among Tesla, as borrower, Citibank, N.A. (“ Citi ”), as administrative agent, and the lenders and other agents party thereto. • $…

Termination of a Material Definitive Agreement. Termination of Revolving Credit Facility As previously reported, Tesla is a party to that certain Credit Agreement, dated as of January 20, 2023 (as further amended from time to time, the “Existing Revolving Credit Agreement”), with Citi, as administrative agent and the lenders and other agents party thereto. The Existing Revolving Credit Agreement had aggregate commitments of $5.0 billion and was set to mature on January 20, 2028. On September…

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

Results of Operations and Financial Condition. On January 28, 2026, Tesla, Inc. released its financial results for the fiscal quarter and year ended December 31, 2025 by posting its Fourth Quarter and Full Year 2025 Update on its website. The full text of the update is attached hereto as Exhibit 99.1 and is incorporated herein by reference . This information is intended to be furnished under

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

The filing pertains to the approval of an equity incentive plan, not a management change.

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

Entry into a Material Definitive Agreement. On September 3, 2025, the Board of Directors of Tesla, Inc., a Texas corporation (the “ Company ”), approved an updated form of Indemnification Agreement (the “ Indemnification Agreement ”), and the Company entered into an Indemnification Agreement with each of its directors and executive officers (each, an “ Indemnitee ”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each I…

Elon Musk: Compensation arrangement involving Elon Musk, including a potential award of restricted stock.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing. Forward-Looking Statements The discussions in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation R…

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

Director — John R. (Jack) Hartung: John R. (Jack) Hartung was appointed to the Board of Directors and Audit Committee, effective June 1, 2025.

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

Results of Operations and Financial Condition. On January 29, 2025, Tesla, Inc. released its financial results for the fiscal quarter and year ended December 31, 2024 by posting its Fourth Quarter and Full Year 2024 Update on its website. The full text of the update is attached hereto as Exhibit 99.1 and is incorporated herein by reference . This information is intended to be furnished under

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing .

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 “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.