8-K – 2025-09-05 – tm2525337d1_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549  

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):
September 3, 2025

 

 

 

Tesla, Inc.

(Exact Name of Registrant as Specified in Charter)  

 

 

 

Texas
001-34756
91-2197729

(State or Other Jurisdiction

of Incorporation) 

(Commission

File Number) 

(I.R.S. Employer

Identification No.) 

 

1 Tesla Road

Austin , Texas 78725

(Address of Principal Executive Offices, and
Zip Code)

 

( 512 ) 516-8177

Registrant’s Telephone Number, Including
Area Code

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction
A.2. below):

 

 
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

 

 
¨
Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

 

 
¨
Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
Trading
Symbol(s)
Name
of each exchange on which registered

Common
stock
TSLA
The Nasdaq Global
Select Market

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

 

 

 

 

   

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 3, 2025, the Board of Directors of Tesla, Inc.,
a Texas corporation (the “ Company ”), approved an updated form of Indemnification Agreement (the “ Indemnification
Agreement ”), and the Company entered into an Indemnification Agreement with each of its directors and executive officers (each, an “ Indemnitee ”).
The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each Indemnitee
to the fullest extent permitted under Texas law, and to provide for continued coverage of each Indemnitee under the Company’s directors’
and officers’ insurance policies. The form of Indemnification Agreement is attached hereto as Exhibit 10.1. The foregoing summary
and description of the provisions of the Indemnification Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.
 
Description

10.1
 
Form of Indemnification Agreement.

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
 
TESLA, INC.

 
 
 

 
By:
/s/ Brandon Ehrhart

 
 

Brandon Ehrhart

General Counsel and Corporate Secretary

 

Date: September 5, 2025