Tesla’s proxy says a qualifying change in control could accelerate the stock vesting of Tesla and SpaceX CEO Elon Musk as committees review a possible merger without disclosing deal terms.
Under Tesla’s 2018 CEO Performance Award, Musk exercised 303,960,630 options on June 16, 2026. After Tesla withheld 17,531,857 shares for net settlement, 286,428,773 restricted shares remained. They are scheduled to vest on Jan. 19, 2028, but could vest sooner if a change in control occurs while Musk is Tesla’s CEO or an eligible executive responsible for product development or operations.
Bloomberg’s Billionaires Index estimated the shares were worth more than $110 billion. That is an estimate of their value, not a disclosed cash payment from a merger.
Tesla’s separate 2025 CEO Performance Award covers 423,743,904 restricted shares in 12 tranches. The award’s usual milestones include both market capitalization and operational goals; Tesla says it was designed to retain and incentivize Musk. If a transaction meets the award’s change-in-control terms, Tesla would assess outstanding tranches using market-capitalization milestones alone. Tranches that qualify as earned would vest, while the others would be forfeited. The first market-capitalization milestone is $2 trillion. The proxy does not say whether a Tesla-SpaceX deal would meet the change-in-control terms.
On SpaceX’s Oct. 20 webcast, Musk said shareholders had asked both companies to form committees of independent directors to consider a combination. He said a conflict kept him out of their discussions. Musk also said Tesla approval would require support from holders of 50% of all shares.
The companies have not disclosed whether Tesla shareholders would receive cash or shares, an exchange ratio, their stake in a combined company or a transaction price.
Tesla’s annual meeting is scheduled for Dec. 3 at 4 p.m. ET (21:00 UTC). Its proxy lists votes on directors, 2025 executive compensation and accounting firm ratification, but no merger proposal. Musk gave no date for a committee decision.
