Table of ContentsLegal ProceedingsLitigation Relating to 2018 CEO Performance AwardOn June 4, 2018, a purported Tesla stockholder filed a putative class and derivative action in the Delaware Court ofChancery against Elon Musk and the members of Tesla’s board of directors as then constituted, alleging corporate waste, unjustenrichment and that such board members breached their fiduciary duties by approving the stock-based compensation planawarded to Elon Musk in 2018 (the “2018 CEO Performance Award”). Trial was held November 14-18, 2022. On January 30,2024, the Court issued an opinion finding that the 2018 CEO Performance Award should be rescinded. Plaintiff’s counsel fileda brief seeking a fee award of 29,402,900 Tesla shares, plus expenses of $1,120,115.50. Tesla opposed the fee request on June7, 2024, and a hearing was held on July 8, 2024. At Tesla’s 2024 Annual Meeting of Stockholders, 72% of the disinterestedvoting shares of Tesla, excluding shares owned by Mr. Musk and Kimbal Musk, voted to ratify the 2018 CEO PerformanceAward. On June 28, 2024, because Tesla’s disinterested stockholders voted to ratify the 2018 CEO Performance Award, Mr.Musk and the other director defendants, joined by Tesla, filed a brief seeking to revise the Court’s January 30, 2024 opinion,and a hearing was held on August 2, 2024.Litigation Related to Directors’ CompensationOn June 17, 2020, a purported Tesla stockholder filed a derivative action in the Delaware Court of Chancery,purportedly on behalf of Tesla, against certain of Tesla’s current and former directors regarding compensation awards grantedto Tesla’s directors, other than Elon Musk, between 2017 and 2020. The suit asserts claims for breach of fiduciary duty andunjust enrichment and seeks declaratory and injunctive relief, unspecified damages and other relief. Defendants filed theiranswer on September 17, 2020.On July 14, 2023, the parties filed a Stipulation and Agreement of Compromise and Settlement, which does not involvean admission of any wrongdoing by any party. If the settlement is approved by the Court, this action will be fully settled anddismissed with prejudice. Pursuant to the terms of the agreement, Tesla provided notice of the proposed settlement tostockholders of record as of July 14, 2023. The Court held a hearing regarding the settlement on October 13, 2023, after whichit took the settlement and plaintiff counsels’ fee request under advisement. On August 14, 2024, the parties submitted a jointletter requesting that the Court approve and enter final judgment with respect to the settlement, and decide the fee request at alater date. The settlement is not expected to have an adverse impact on our results of operations, cash flows or financialposition.Litigation Relating to Potential Going Private TransactionBetween August 10, 2018 and September 6, 2018, nine purported stockholder class actions were filed against Tesla andElon Musk in connection with Mr. Musk’s August 7, 2018 Twitter post that he was considering taking Tesla private. OnJanuary 16, 2019, Plaintiffs filed their consolidated complaint in the United States District Court for the Northern District ofCalifornia and added as defendants the members of Tesla’s board of directors. The consolidated complaint asserts claims forviolations of the federal securities laws and seeks unspecified damages and other relief. The parties stipulated to certification ofa class of stockholders, which the court granted on November 25, 2020. Trial started on January 17, 2023, and on February 3,2023, a jury rendered a verdict in favor of the defendants on all counts. After trial, plaintiffs filed a motion for judgment as amatter of law and a motion for new trial, which the Court denied and judgement was entered in favor of defendants on July 11,2023. On July 14, 2023, plaintiffs filed a notice of appeal. The appeal, which is pending in the United States Court of Appealsfor the Ninth Circuit, has been fully briefed by the parties, and