Investor's Corner
Debunking the story that Elon Musk “kept cash” from the recent stock offering
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.
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!
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.”
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).
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”.
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.
Investor's Corner
Tesla and SpaceX get latest synopsis from Wall Street legend Ron Baron
In a wide-ranging appearance on CNBC’s Squawk Box on May 12, legendary investor Ron Baron, founder, CEO, and portfolio manager of Baron Capital, reaffirmed his deep conviction in Elon Musk’s two flagship companies.
Legendary investor Ron Baron says he will continue buying stock of both Tesla and SpaceX, as he continues his support behind CEO Elon Musk, who he says is a special person and “brilliant.”
In a wide-ranging appearance on CNBC’s Squawk Box on May 12, legendary investor Ron Baron, founder, CEO, and portfolio manager of Baron Capital, reaffirmed his deep conviction in Elon Musk’s two flagship companies.
With assets under management approaching $55–56 billion, Baron detailed his firm’s substantial holdings, outlined plans for the anticipated SpaceX IPO, and painted an exceptionally optimistic picture for both Tesla (NASDAQ: TSLA) and SpaceX, framing them as generational opportunities that will reshape industries and deliver extraordinary long-term returns.
Baron Capital’s position in SpaceX has grown dramatically since the firm began investing around 2017. What started as roughly $1.7 billion has ballooned to more than $15 billion, making it the firm’s largest holding.
Tesla ranks second, valued at approximately $5 billion in the portfolio. Together with stakes in xAI and related Musk-led ventures, these investments account for roughly one-third of Baron Capital’s $60 billion in lifetime profits since 1992. Baron emphasized that the growth stems from Musk’s singular ability to execute ambitious visions—from reusable rockets to global satellite internet and beyond.
The centerpiece of the discussion was SpaceX’s expected initial public offering, targeted for mid-2026 following a confidential S-1 filing. Baron announced plans to purchase an additional $1 billion in shares at the IPO.
Ron Baron said today that he plans on buying an additional $1 billion of SpaceX stock during the upcoming IPO:
“At the IPO price, I’ve got an order for $1 billion. I want to buy more stock at the IPO. I don’t know if we’re going to get filled, but we’re going to try. I believe… pic.twitter.com/KOv1HvYcZ0
— Sawyer Merritt (@SawyerMerritt) May 12, 2026
He described the company’s trajectory in sweeping terms: “This is going to become the largest company on the planet.”
He highlighted Starlink’s expansion of high-speed internet to every corner of the globe, the revolutionary economics of reusable rockets, and Starship’s potential to enable massive space-based data centers and interplanetary infrastructure.
Baron sees SpaceX not merely as a rocket company but as a platform poised for exponential scaling once it goes public, with post-IPO appreciation potentially reaching 10- to 20- or even 30-times current levels over the next decade or more.
On Tesla, Baron struck an equally enthusiastic note, declaring that “now is Tesla’s moment.” He projected the stock could reach $2,000 to $2,500 per share within 10 years—implying a market capitalization near $8.3 trillion and roughly 5–6 times upside from recent levels. While Tesla remains a major holding, Baron’s optimism centers on its evolution beyond electric vehicles into an AI, robotics, autonomous-driving, and energy platform.
He pointed to robotaxis, Full Self-Driving (FSD) technology, Optimus humanoid robots, energy storage, and the vast real-world data advantage from Tesla’s global fleet as catalysts that will fundamentally alter the company’s revenue model and valuation multiples. Baron views these developments as transformative, shifting Tesla from a traditional automaker to a high-margin technology and infrastructure powerhouse.
Throughout the interview, Baron’s admiration for Musk was unmistakable. He has likened the entrepreneur to a modern Leonardo da Vinci for his artistic, multidisciplinary approach to solving humanity’s biggest challenges.
Baron’s personal commitment mirrors this confidence: he has repeatedly stated he does not expect to sell a single share of his own Tesla or SpaceX holdings in his lifetime, positioning himself as the “last one out” after his clients. This stance underscores a philosophy of patient, long-term ownership rather than short-term trading.
Baron’s comments arrive at a time of heightened anticipation around SpaceX’s public debut, which could rank among the largest IPOs in history and potentially value the company at $1.5–2 trillion or more at listing.
For investors, his message is clear: the Musk ecosystem—spanning electric vehicles, autonomy, robotics, satellite communications, and space exploration—represents one of the most compelling secular growth stories of the era. While short-term volatility in tech and EV stocks may persist, Baron sees these as buying opportunities for those who share his multi-decade horizon.
In summarizing his outlook, Baron reinforced that the combination of technological breakthroughs, massive addressable markets, and Musk’s leadership creates asymmetric upside that few other investments can match.
For Baron Capital’s clients and long-term Tesla and SpaceX shareholders alike, the investor’s latest CNBC remarks serve as both validation and a call to remain patient through the inevitable ups and downs. As Baron sees it, the best days for both companies—and the returns they can deliver—are still ahead.
Elon Musk
Trump’s invite for Elon just reshuffled Tesla’s big Signature Delivery Event
Tesla rescheduled its final Model S farewell to May 20 after Musk joined Trump in China.
Tesla has rescheduled its Model S and Model X Signature Edition delivery event to Wednesday, May 20, 2026, after abruptly calling off the original May 12 celebration. The event will take place at Tesla’s factory at 45500 Fremont Boulevard in Fremont, California, the same location where the Model S first rolled off the line in 2012. Invitees received a follow-up email asking them to reconfirm attendance and download a new QR code ticket, with Tesla noting that all travel and accommodation expenses remain the buyer’s responsibility.
The reason behind the original cancellation came into focus the same day it was announced. President Trump invited Elon Musk, Apple’s Tim Cook, BlackRock’s Larry Fink, Boeing’s Kelly Ortberg, and executives from Goldman Sachs, Blackstone, Citigroup, and Meta to join his trip to China this week for a summit with President Xi Jinping. The agenda covers trade, artificial intelligence, export controls, Taiwan, and the Iran war, following weeks of escalating friction between Washington and Beijing over AI technology, sanctions, and rare earth exports. Trump wrote on Truth Social, “I am very much looking forward to my trip to China, an amazing Country, with a Leader, President Xi, respected by all.”
Tesla launches 200mph Model S “Gold” Signature in invite-only purchase
The vehicles at the center of all this are the last Model S and Model X units Tesla will ever build. Priced at $159,420 each, the 250 Model S and 100 Model X Signature Edition units come finished in Garnet Red with a one-year no-resale agreement, giving Tesla right of first refusal if the owner decides to sell. As Teslarati reported, the Model S defined Tesla’s early identity as a serious luxury automaker, and the Fremont factory line that built it is now being converted to manufacture Optimus humanoid robots.
Musk’s inclusion in the China delegation drew attention given his very public relationship with Trump, and the invitation signals the two have moved past and past grievances. Trump originally brought Musk on to lead the Department of Government Efficiency following his inauguration, and despite a sharp public dispute in mid-2025, the two have appeared together repeatedly in recent months. A seat on the China trip, the most diplomatically consequential visit of Trump’s current term, puts Musk back at the table on U.S. economic policy at a moment when Tesla’s China revenue remains one of the company’s most important financial pillars.
Investor's Corner
Tesla Optimus is already benefiting investors, top Wall Street firm says
Piper Sandler has updated its detailed valuation model for Tesla (NASDAQ: TSLA), concluding that at recent share prices around $400–$420, investors are essentially acquiring the company’s ambitious Optimus humanoid robot project at no extra cost.
Tesla Optimus is already benefiting investors from a fiscal standpoint, at least that is what Alexander Potter at Piper Sandler, a top Wall Street firm covering the company, says.
Piper Sandler has updated its detailed valuation model for Tesla (NASDAQ: TSLA), concluding that at recent share prices around $400–$420, investors are essentially acquiring the company’s ambitious Optimus humanoid robot project at no extra cost.
Analyst Alexander Potter, in the firm’s latest “Definitive Guide to Investing in Tesla,” built a comprehensive framework covering 17 separate product lines.
This granular approach values Tesla’s core businesses—including electric vehicles, energy storage, Full Self-Driving (FSD) software, in-house insurance, Supercharging network, and a standalone robotaxi operation—at approximately $400 per share, without assigning any value to Optimus or related inference-as-a-service opportunities.
“At $400/share, we think investors can buy Optimus for ‘free,’” Potter stated in the note. Piper Sandler maintained its Overweight rating on Tesla shares and a $500 price target, which implicitly attributes roughly $100 per share to the robot-related businesses— a figure the analyst views as potentially conservative.
The updated model incorporates elements often overlooked by other sell-side analysts, such as detailed forecasts for Tesla’s insurance operations, Supercharger revenue, and a distinct valuation for the robotaxi business separate from FSD software licensing. It also accounts for Tesla’s 2025 CEO compensation plan for the first time.
Potter acknowledged that his estimates for 2026 and 2027 fall below Wall Street consensus, citing factors like declining deliveries from certain discontinued models and reduced regulatory credit income.
However, he expressed limited concern, noting that traditional vehicle delivery metrics are expected to matter less over time as FSD subscriber growth and robotaxi deployment metrics gain prominence. On Optimus specifically, Potter suggested the humanoid robot program, combined with inference services, “arguably will be worth more than Tesla’s other businesses combined,” though the firm has not yet produced formal long-term forecasts for these segments.
Tesla shares have traded near the $400 range in recent sessions, reflecting ongoing investor focus on the company’s autonomous driving progress and expansion into robotics and AI. The Optimus project remains in early development stages, with Tesla aiming to deploy the robots initially for internal factory tasks before broader commercial applications.
This Piper Sandler analysis highlights the growing emphasis among some investors and analysts on Tesla’s long-term technology platform potential beyond its current automotive and energy businesses.
As with any forward-looking valuation, outcomes will depend on execution timelines, technological breakthroughs, regulatory approvals for autonomous systems, and market adoption of humanoid robotics—areas that carry significant uncertainty and execution risk.
The note underscores a common theme in Tesla coverage: differing views on how to quantify emerging high-growth opportunities like robotics within the company’s overall enterprise value. Investors are advised to consider their own risk tolerance and conduct thorough due diligence regarding these speculative elements.
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