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Debunking the story that Elon Musk “kept cash” from the recent stock offering

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Elon Musk talks about Autopilot

On Monday May 23, 2016, Tesla Motors e-mailed to TSLA registered investors a link to Elon Musk’s Form 4 SEC Filing, a.k.a. the Statement of Changes in Beneficial Ownership, detailing the transactions that are part of the recent stock offering that relate to Elon Musk.

Tesla Alert

Source: Tesla Motors

The Form is available also at Tesla Motors Investors website.

I will go through the major details shown in the form to understand how the transactions were executed. For the inquiring minds, the various SEC codes listed in FORM 4 can be found here.

First an assumption: prior to the offering and the changes in beneficial ownership of the listed securities, Elon Musk held 29,579,342 shares of stock in TSLA.

The first and second transactions (Table I, column 1, line 1 and 2) report the exercise of stock options (options that were awarded to Elon in previous years as part of a Non-Qualified Stock Options plan) to acquire 5,503,972 shares of Tesla’s common stock (2,147,986 + 3,355,986 shares). The options were originally awarded at $6.63, and Elon paid $36,491,334 or about $36 million to exercise them. After this purchase, Elon owned at total of 35,083,314 shares (Table I, column 5, line 2).

While the original offering was supposed to be priced at about $204 per share, the eventual offering price was raised to $215 per share. At the $215 stock value at the time of the offering, the value of the acquired shares was a whopping $1.18 billion!

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Before actually paying for the option exercise transactions, Elon did two things.

First it disposed of 1.2 million shares as a “bona file gift to charity” (Table I, line 3 and Explanation of Responses (3)). This gift reduced Elon’s shares down to 33,883,314 shares (Table I, column 5, line 3).

Second, Elon disclosed that he intended to sell 2,782,670 of the purchased shares in the “registered offering solely in order to pay income tax related to these stock option exercises” (see Explanation of Responses (2) in FORM 4). The sale reduced Elon’s shares further down to 31,100,644 shares. At $215 / share, Elon Musk’s Tesla shares are worth a bit over $13 billion.

Interestingly, if these were Incentive Stock Options (ISO), the ones usually awarded to Executives, vs. Non-qualified Stock Options (NSO), usually awarded to regular employees, these options would have received special federal tax treatment, and there would be no taxable event reported at exercise, except for any exercised shares that were sold immediately after the exercise. But as one can see in Table II, Elon received “non-qualified stock options” like any other employee, that do not qualify for special tax treatment.

The gain or “bargain element” in a stock option exercise is calculated by subtracting the exercise price ($6.63) from the market price ($215) of the company stock on the date the option is exercised. So the gain per share is $208.70. The total bargain element (gain) in the options exercise transactions is $1,148,679,000 or about $1.14 billion, which is the “taxable gain.”

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For the 2,782,670 shares that Elon sold in the registered offering, Elon collected $598,274,050 or about $580 million after accounting for the price paid for the shares. Since these shares were sold immediately after exercise, the gain will be reported as a short-term capital gain and will be subject to tax at ordinary income tax rates. Assuming 39.6% ordinary federal income tax rate, and a 12.30% top individual rate for California, Elon would have to pay $596 million in tax, or 51.9% of the “taxable gain.”

Notice that the $580 and $596 million numbers above are close enough for the company to state in the FORM 8-K filing that “Mr. Musk will owe a significant amount of taxes from exercising these stock options and will fund this task obligation by selling only the amount of shares needed to do so.”

But we are not done. The rest of the stock exercised by Elon Musk, 2,731,302 shares, can be treated as long-term capital gain (with better tax treatment, likely at the 20% long-term capital gain rate, rather than at the 39.6% personal income tax rate) if the stock is held for 12 months after exercise. Assuming that Elon is smart (I think he is), he will wait, to get a combined Federal + California 32.3% tax rate, resulting in an additional $184 million in taxes (2,731,302 times $208.70 times 32.3%).

Finally, we need to consider the gift of 1.2 million shares of Tesla’s common stock given to charity (Table I, column 1, line 3). By donating shares, Elon avoids paying the capital gains tax, which would have to be paid if the shares were first sold and then the cash proceeds donated to charity.

Moreover, Elon can get a tax deduction for the current fair market value of the gifted shares. In general, the amount of the deduction is limited to 20%-30% of the adjusted gross income, but one can carry forward amounts above that for up to five years. Without knowing Elon’s adjusted gross income, it is difficult to guess what the deduction would amount to. The fair market value of the donated shares is $250 million. That would be the best case scenario for a charitable deduction, which is extremely unlikely, while 20% of the taxable gain is more likely ($218 million).

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Summarizing the transactions:

  • Cost of exercising options: $36 million
  • Taxes on short-term capital gain for shares sold at offering: $596 million
  • Taxes on long-term capital gains for shares held 12-months: $184 million

Total outlay: $ 816 million

  • Registered offering sale: $580 million
  • Gifted shares tax deduction (max): $250 million, (likely): $218 million

So after all is said and done, Elon will still owe Uncle Sam between $18 and $236 million. I have seen reports from “TSLA bears”  (or TSLA haters, same thing) indicating that Elon would actually “keep cash” on this sale.

Obviously he does not, and I would expect that he would eventually have to sell a portion of the remaining $1.5 million (to be exact 1,521,302 shares) from the offering that Elon is not selling or donating to charity, to cover the additional tax, unless he’s got cash in the bank to pay for it.

This offering dilutes the total outstanding shares of TSLA with an additional 1.4 million from Tesla Motors and the 5.5 million from Elon Musk (for a total on 6.9 million new shares diluting the TSLA public pool of shares), while Elon adds about 1.5 million to his total, ending with about 31 million shares (to be exact 31,100,644).  So Elon adds some shares but loses a bit in Tesla ownership percentage, from 26.2% to 22.7%.

Technical Analysis

Looking at this week TSLA action, we are now after my predicted breakout,  looking at bullish pay-day-cycles (6 consecutive green Heikin Ashi bars), the MACD gone positive, and the MACD moving averages “crossed to the bulls”.

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Screen Shot 2016-05-25 at 7.50.08 AM

Source: Wall Street I/O

We are coming close to an important point: the stock price is advancing toward the 200-day moving average (around $221.90), which will act as “resistance”. If the stock fails to cross the 200-day moving average, it would usually move down and fast afterwards (“bounce” off the average); this morning  it traded as high as $220.75 and “bounced”. If otherwise it eventually crosses the 200-day moving average, we will have an additional bullish indicator and the stock will be header for new tops.

I entered my option trades last week (Sept. 215 calls), before the breakout and have added and cashed in already once to take profits. I have also progressively moved up my conditional stop from 205, to 210 and 215, to protect my profits, and will likely move it even higher as the stock approaches the 221 level and tests the resistance. If the stock crosses the 200-day moving average, I will add again to my TSLA calls holdings, as I will have 4 bullish indicators flying high. Obviously not a good time for short sellers in $TSLA.

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Investor's Corner

Cantor Fitzgerald reaffirms bullish view on Tesla after record Q3 deliveries

The firm reiterated its Overweight rating and $355 price target.

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(Credit: Tesla)

Cantor Fitzgerald is maintaining its bullish outlook on Tesla (NASDAQ:TSLA) following the company’s record-breaking third quarter of 2025. 

The firm reiterated its Overweight rating and $355 price target, citing strong delivery results driven by a rush of consumer purchases ahead of the end of the federal tax credit on September 30.

On Tesla’s vehicle deliveries in Q3 2025

During the third quarter of 2025, Tesla delivered a total of 497,099 vehicles, significantly beating analyst expectations of 443,079 vehicles. As per Cantor Fitzgerald, this was likely affected by customers rushing at the end of Q3 to purchase an EV due to the end of the federal tax credit, as noted in an Investing.com report. 

“On 10/2, TSLA pre-announced that it delivered 497,099 vehicles in 3Q25 (its highest quarterly delivery in company history), significantly above Company consensus of 443,079, and above 384,122 in 2Q25. This was due primarily to a ‘push forward effect’ from consumers who rushed to purchase or lease EVs ahead of the $7,500 EV tax credit expiring on 9/30,” the firm wrote in its note.

A bright spot in Tesla Energy

Cantor Fitzgerald also highlighted that while Tesla’s full-year production and deliveries would likely fall short of 2024’s 1.8 million total, Tesla’s energy storage business remains a bright spot in the company’s results.

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“Tesla also announced that it had deployed 12.5 GWh of energy storage products in 3Q25, its highest in company history vs. our estimate/Visible Alpha consensus of 11.5/10.9 GWh (and vs. ~6.9 GWh in 3Q24). Tesla’s Energy Storage has now deployed more products YTD than all of last year, which is encouraging. We expect Energy Storage revenue to surpass $12B this year, and to account for ~15% of total revenue,” the firm stated. 

Tesla’s strong Q3 results have helped lift its market capitalization to $1.47 trillion as of writing. The company also teased a new product reveal on X set for October 7, which the firm stated could serve as another near-term catalyst.

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Investor's Corner

Tesla just got a weird price target boost from a notable bear

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Credit: Tesla Manufacturing

Tesla stock (NASDAQ: TSLA) just got a weird price target boost from a notable bear just a day after it announced its strongest quarter in terms of vehicle deliveries and energy deployments.

JPMorgan raised its price target on Tesla shares from $115 to $150. It maintained its ‘Underweight’ rating on the stock.

Despite Tesla reporting 497,099 deliveries, about 12 percent above the 443,000 anticipated from the consensus, JPMorgan is still skeptical that the company can keep up its momentum, stating most of its Q3 strength came from leaning on the removal of the $7,500 EV tax credit, which expired on September 30.

Tesla hits record vehicle deliveries and energy deployments in Q3 2025

The firm said Tesla benefited from a “temporary stronger-than-expected industry-wide pull-forward” as the tax credit expired. It is no secret that consumers flocked to the company this past quarter to take advantage of the credit.

The bump will need to be solidified as the start of a continuing trend of strong vehicle deliveries, the firm said in a note to investors. Analysts said that one quarter of strength was “too soon to declare Tesla as having sustainably returned to growth in its core business.”

JPMorgan does not anticipate Tesla having strong showings with vehicle deliveries after Q4.

There are two distinct things that stick out with this note: the first is the lack of recognition of other parts of Tesla’s business, and the confusion that surrounds future quarters.

JPMorgan did not identify Tesla’s strength in autonomy, energy storage, or robotics, with autonomy and robotics being the main focuses of the company’s future. Tesla’s Full Self-Driving and Robotaxi efforts are incredibly relevant and drive more impact moving forward than vehicle deliveries.

Additionally, the confusion surrounding future delivery numbers in quarters past Q3 is evident.

Will Tesla thrive without the EV tax credit? Five reasons why they might

Tesla will receive some assistance from deliveries of vehicles that will reach customers in Q4, but will still qualify for the credit under the IRS’s revised rules. It will also likely introduce an affordable model this quarter, which should have a drastic impact on deliveries depending on pricing.

Tesla shares are trading at $422.40 at 2:35 p.m. on the East Coast.

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Investor's Corner

Tesla Q3 deliveries expected to exceed 440k as Benchmark holds $475 target

Tesla stock ended the third quarter at $444.72 per share, giving the EV maker a market cap of $1.479 trillion at the end of Q3 2025. 

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tesla-model-y-giga-texas-logo
(Credit: Tesla)

Benchmark has reiterated its “Buy” rating and $475 price target on Tesla stock (NASDAQ: TSLA) as the company prepares to report its third-quarter vehicle deliveries in the coming days. 

Tesla stock ended the third quarter at $444.72 per share, giving the EV maker a market cap of $1.479 trillion at the end of Q3 2025. 

Benchmark’s estimates

Benchmark analyst Mickey Legg noted that he expects Tesla’s deliveries to hit around 442,000 vehicles this Q3, which is under the 448,000-unit consensus but still well above the 384,000 vehicles that the company reported in Q2 2025. According to the analyst, some optimistic estimates for Tesla’s Q3 deliveries are as high as mid-460,000s.

“Tesla is expected to report 3Q25 global production and deliveries on Thursday. We model 442,000 deliveries versus ~448,000 for FactSet consensus with some high-side calls in the mid-460,000s. A solid sequential uptick off 2Q25’s ~384,000, a measured setup into year-end given a choppy incentive/pricing backdrop,” the analyst wrote.

Benchmark is not the only firm that holds an optimistic outlook on Tesla’s Q3 results. Deutsche Bank raised its own delivery forecast to 461,500, while Piper Sandler lifted its price target to $500 following a visit to China to assess market conditions. Cantor Fitzgerald also reiterated an “Overweight” rating and $355 price target for TSLA stock.

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Stock momentum meets competitive headwinds

Tesla’s anticipated Q3 results are boosted in part by the impending expiration of the federal EV tax credit in the United States, which analysts believe has encouraged buyers to finalize vehicle purchases sooner, as noted in an Investing.com report.

Tesla shares have surged nearly 30% in September, raising expectations for a strong delivery report. Benchmark warned, however, that some volatility may emerge in the coming quarter.

“With the stock up sharply into the print (roughly ~28-32% in September), its positioning raises the bar for an upside surprise to translate into further near-term strength; we also see risk of volatility if regional mix or ASPs underwhelm. We continue to anticipate policy-driven choppiness after 3Q as certain EV incentives/credits tighten or roll off in select markets, potentially creating 4Q demand air pockets and order-book lumpiness,” the analyst wrote.

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