Additional Proxy Soliciting Materials (Form DEFA14A)

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 September 29, 2025, Tesla, Inc. ("Tesla") sent the below letter to its shareholders in connection with the 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting").

Also on September 29, 2025, Tesla updated its website, VoteTesla.com. A copy of the updated materials can be found below.

A transcript of the video is below:

2025 CEO Performance Award

[Footnote: Subject to the details contained in our SEC filings]

The Award creates a path for Elon to secure voting rights, and would retain him as a leader of the company for years to come.

2025 CEO Performance Award includes 12 share tranches over a 10-year period

Generally, Elon only earns the ability to vote the shares in each tranche when he achieves a Market Capitalization Milestone and an Operational Milestone

[Footnote: Elon must remain in continuous service through the applicable 7.5- or 10-year vesting period to receive the economic rights associated with any shares over which he has earned the ability to vote]

12 Market Capitalization Milestones

~$1T - Today's Market Cap

$2.0T

$2.5T

$3.0T

$3.5T

$4.0T

$4.5T

$5.0T

$5.5T

$6.0T

$6.5T

$7.5T

$8.5T

[Footnote: $1T represents Tesla's approximate market capitalization as of September 3, 2025]

$8.5T = 2x Nvidia Market Capitalization

[Footnote: NVIDIA benchmark for $8.5T Market Capitalization is based off the NVIDIA market capitalization as of August 29, 2025]

12 Operational Milestones

20 million Tesla vehicles delivered

10 million active FSD subscriptions

1 million bots delivered

1 million Robotaxis in commercial operations

$50 billion of Adjusted EBITDA

$80 billion of Adjusted EBITDA

$130 billion of Adjusted EBITDA

$210 billion of Adjusted EBITDA

$300 billion of Adjusted EBITDA

$400 billion of Adjusted EBITDA

$400 billion of Adjusted EBITDA (over four separate consecutive quarters)

$400 billion of Adjusted EBITDA (over four separate consecutive quarters)

[Footnote: Tesla must earn $400 billion of Adjusted EBITDA over three separate nonoverlapping periods each consisting of four consecutive fiscal quarters]

Each operational milestone can only satisfy the requirements for one tranche

Retaining Elon for Years to Come

For the achievement of each tranche, Elon gets an additional 1% of voting rights immediately

[Footnote: Based on the total shares outstanding as of August 29, 2025, plus the 2018 CEO Performance Award minus the 2025 CEO Interim Award]

He does not receive the economic value of the shares for at least 7.5 years and only if he remains a leader of the company for that time

Putting It All Together

$2.0T Market Capitalization Milestone + 01/12 Operational Milestone = Tranche 1

$2.5T Market Capitalization Milestone + 01/11 Remaining Operational Milestone = Tranche 2

$3.0T Market Capitalization Milestone + 01/10 Remaining Operational Milestone = Tranche 3

$3.5T Market Capitalization Milestone + 01/09 Remaining Operational Milestone = Tranche 4

$4.0T Market Capitalization Milestone + 01/08 Remaining Operational Milestone = Tranche 5

$4.5T Market Capitalization Milestone + 01/07 Remaining Operational Milestone = Tranche 6

$5.0T Market Capitalization Milestone + 01/06 Remaining Operational Milestone = Tranche 7

$5.5T Market Capitalization Milestone + 01/05 Remaining Operational Milestone = Tranche 8

$6.0T Market Capitalization Milestone + 01/04 Remaining Operational Milestone = Tranche 9

$6.5T Market Capitalization Milestone + 01/03 Remaining Operational Milestone = Tranche 10

$7.5T Market Capitalization Milestone + 01/02 Remaining Operational Milestone = Tranche 11

$8.5T Market Capitalization Milestone + 01/01 Remaining Operational Milestone = Tranche 12

Unleashing Extraordinary Shareholder Value

Tesla

2025 Annual Meeting

VoteTesla.com

[Footnote: Subject to the details contained in our SEC filings]

Between September 26, 2025 and September 29, 2025, the following posts were made on social media.

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 2025 Annual Meeting. The Definitive Proxy Statement contains important information about the matters to be voted on at the 2025 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 2025 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 2025 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 2024" and "Compensation of Directors" in the Definitive Proxy Statement commencing on pages 130 and 152, 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 160 and is available here.