Table of ContentsOn October 21, 2022, a lawsuit was filed in the Delaware Court of Chancery by a purported shareholder of Teslaalleging, among other things, that board members breached their fiduciary duties in connection with their oversight of theCompany’s 2018 settlement with the SEC, as amended. Among other things, the plaintiff seeks reforms to the Company’scorporate governance and internal procedures, unspecified damages, and attorneys’ fees. The lawsuit has been stayed pendingresolution of a motion to consolidate certain derivative lawsuits in the Delaware Court of Chancery referenced below.On November 15, 2021, JPMorgan Chase Bank (“JP Morgan”) filed a lawsuit against Tesla in the Southern District ofNew York alleging breach of a stock warrant agreement that was entered into as part of a convertible notes offering in 2014. In2018, JP Morgan informed Tesla that it had adjusted the strike price based upon Mr. Musk’s August 7, 2018 Twitter post that hewas considering taking Tesla private. Tesla disputed JP Morgan’s adjustment as a violation of the parties’ agreement. In 2021,Tesla delivered shares to JP Morgan per the agreement, which they duly accepted. JP Morgan now alleges that it is owedapproximately $162 million as the value of additional shares that it claims should have been delivered as a result of theadjustment to the strike price in 2018. On January 24, 2022, Tesla filed multiple counterclaims as part of its answer to theunderlying lawsuit, asserting among other points that JP Morgan should have terminated the stock warrant agreement in 2018rather than make an adjustment to the strike price that it should have known would lead to a commercially unreasonable result.Tesla believes that the adjustments made by JP Morgan were neither proper nor commercially reasonable, as required under thestock warrant agreements. JP Morgan filed a motion for judgment on the pleadings, which Tesla opposed, and on September12, 2024, the Court denied JP Morgan’s motion.Certain Derivative Lawsuits in DelawareBefore converting from a Delaware to Texas corporation on June 13, 2024, three separate derivative actions brought bypurported Tesla stockholders were filed in the Delaware Court of Chancery on May 24, June 10 and June 13, 2024, purportedlyon behalf of Tesla, against current and former directors regarding topics involving Elon Musk and others, X Corp. (formerlyTwitter) and x.AI. These suits assert various claims, including breach of fiduciary duty and breach of contract, and seekunspecified damages and other relief. On August 6, 2024, the plaintiffs in these three actions moved to consolidate the mattersinto a single case, and a hearing on that motion is scheduled for November 18, 2024.Litigation and Investigations Relating to Alleged Discrimination and HarassmentOn February 9, 2022, the California Civil Rights Department (“CRD,” formerly “DFEH”) filed a civil complaint againstTesla in Alameda County, California Superior Court, alleging systemic race discrimination, hostile work environment and payequity claims, among others. CRD’s amended complaint seeks monetary damages and injunctive relief. The case is currently indiscovery. Trial is scheduled for September 15, 2025.Additionally, on June 1, 2022 the Equal Employment Opportunity Commission (“EEOC”) issued a cause finding againstTesla that closely parallels the CRD’s allegations. On September 28, 2023, the EEOC filed a civil complaint against Tesla in theUnited States District Court for the Northern District of California asserting claims for race harassment and retaliation andseeking, among other things, monetary and injunctive relief.On June 16, 2022, two Tesla stockholders filed separate derivative actions in the U.S. District Court for the WesternDistrict of Texas, purportedly on behalf of Tesla, against certain of Tesla’s current and former directors. Both suits assert claimsfor breach of fiduciary duty, unjust enrichment, and violation of the federal securities laws in