Tesla filed earlier this week to register approximately 304 million shares for CEO Elon Musk under the companys 2018 compensation package, a move that follows a multi-year legal dispute over the plan.
The Delaware Supreme Court reinstated the 2018 pay plan in December 2025, overturning two prior rejections by a lower court. With that decision now in place, an interim award of 96 million shares that had been granted in August 2025 has been cancelled, while the separate 2025 compensation plan that shareholders approved at the November annual general meeting remains effective.
The filing lays out the mechanics and deadlines Musk faces. He must exercise the award in full during the window from May 21 to August 15. Exercising the options will cost approximately $7.1 billion at a strike price of $23.34 per share, with payment permitted in either cash or shares.
Once exercised, the shares will cliff vest on January 19, 2028. Under the terms disclosed, Musk will be prohibited from selling those shares for five years after vesting, except to satisfy tax obligations, which means the earliest sale date would be January 2033.
Musk has previously said that taxes would "cost" about 45% of the shares if tax obligations are settled by surrendering shares rather than paying cash.
Analysts have translated the numbers into ownership impact. Barclays analyst Dan Levy noted that, using a stock price of $370 and assuming both the option strike price and tax obligations at vesting are paid with shares, the 2018 compensation package would boost Musks Tesla ownership by roughly 4.0 percentage points to about 16.8%.
Reaching Musks stated 25% ownership target would require significantly more shares than those granted in the 2018 and 2025 packages combined. Barclays calculates that even if Musk meets all targets under the 2025 compensation plan, he would receive about 424 million shares pre-tax under that plan. Applying a 45% tax rate to that amount yields roughly 233 million shares post-tax, which Barclays says would raise his ownership to about 22.2%.
Levy quantified the remaining shortfall: using a 45% tax rate, Musk would need another roughly 675 million shares pre-tax (about 370 million post-tax) to reach a 25% stake, while the 2025 package grants only about 424 million shares pre-tax. Levy also noted that tax treatment remains an area lacking clarity, and that paying tax obligations in cash rather than with shares would result in larger ownership percentage increases.
Contextual note - The filing and court decision set specific exercise, vesting and sale restrictions that determine when economic and voting control tied to these shares will effectively change hands. The registration of the 304 million shares is procedural but necessary for Musk to convert option awards into tradable shares subject to the stated vesting and holding rules.