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Tesla Registers 304 Million Shares to Execute Musk’s 2018 Pay Plan

The step follows a Delaware ruling that cleared the way for Tesla to proceed under added vesting and five-year holding limits.

Overview

  • Tesla filed an SEC Form S-8 to register 303,960,630 shares for Elon Musk under his restored 2018 CEO award, a block worth more than $114 billion at recent prices.
  • To implement the plan, the board approved an agreement that sets the mechanics of the grant and canceled a separate $29 billion interim package under a stated “no double dip” policy.
  • The agreement requires Musk to keep serving as CEO or a product-development executive through January 19, 2028, and it bars him from selling the shares for five years after they vest to limit immediate share sales.
  • Tesla disclosed a $9.97 billion unrecognized stock-based compensation expense tied to the award and listed an additional $105 to $120.37 billion linked to milestones it said are not yet probable, signaling future hits to reported earnings if goals are met.
  • The filing caps a years-long court fight that began when a Delaware judge voided the package in January 2024 and ended after the state’s Supreme Court reinstated it in December 2025, as investors now gauge long-term effects on share supply and Musk’s voting power alongside a separate 2025 plan that could be worth up to $1 trillion.