Tesla files to deliver Elon Musk’s $56 billion pay package

{{ Tesla has filed an S-8 registration statement with the SEC to register 303,960,630 shares of common stock for CEO Elon Musk under his 2018 pay package. At today’s share price of ~$376, those shares are worth over $114 billion. }}

intercst

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With 3.76 billion shares outstanding, that is 8% of all outstanding shares. I assume two things:

These are not treasury shares (shares already held by the company) and that this will not be a share buyback (which would be great as it would be accretive).

If both of those are correct, then new shares will have to be issued which would certainly be a significant dilution of over 7%, ceteris paribus.

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Tesla has much better uses for the cash! No bybybucks please!!!

The Captain

You would prefer 7% dilution?

Edit: Oh, I forgot you own them for covered calls, not so much for appreciation.

Of course! For me Tesla is not a short term trade, I expect Tesla to grow faster than 7%. Tesla needs the cash to fund its growth.

The Captain

Tesla revenue has been stagnant for years.

What year do you expect revenue growth?

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“I don’t know” is an acceptable answer.

Answer accepted.

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This is informative and interesting.

The Captain

I had Perplexity summarize the video:

Main points

  • Tesla says HW3 owners will get a lighter version of FSD v14 in the US, with international rollout planned later, though no firm dates are given.
  • Smart Summon appears to have improved a lot in FSD 14.3.2, with the speaker saying it is faster, smoother, and more reliable because it now shares the FSD/RoboTaxi architecture.
  • Grok in Tesla is presented as more useful with a wake word like “Hey Grok,” though the host says the real breakthrough would be when the assistant can control the car, not just answer questions.
  • Tesla’s new Supercharger virtual queue feature is described as a way to wait in line digitally when a station is full, instead of physically sitting in a queue.
  • The video also covers X Money, which is described as an upcoming payments and banking feature with claims like 3% cash back and 6% interest, though the host notes state licensing and rollout limitations.
  • The discussion closes by arguing that the most viral features are likely the ones people can visibly see, like Smart Summon or a future “agentic” car that performs tasks on its own.

Taking these in order:

  • Periodically updating the ADAS software seems like a bare minimum requirement. However, this is only for HW3 and will not drive new car sales.
  • Updating the software is good, but also expected.
  • Every car with Carplay or Android Auto already has this feature.
  • Pretty cool, but seems like an incremental improvement rather than a break through. In other words, I don’t see people buying a Tesla just for this feature.
  • This is not a Tesla product
  • No quibble with this other than abuse of the word “viral.”

Tesla’s Q1 2026 earnings report and call should be sobering for investors. The topline numbers looked good, but ~$480M of the $941M income was one time items of tariff refunds and warranty releases.

Sales were up YoY over Q1 2025, but that quarter was one of the worst in years. If sales continue at this rate, 2026 sales will be the lowest in three years. I expect high gas prices will help drive sales.

Musk confirmed that HW3 is unable to achieve true FSD without upgrading computers and cameras. He suggested this would require building “mini-factories” so service centers aren’t overwhelmed. This is a non-trivial future liability.

He said robotaxi requires geomapping without using the term “geomapping.” This harms the bull case that robotaxi and cybercab can be rolled out in huge numbers with the existing technology.

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From Q1 earnings call 2017,

”The sensor hardware and compute power required for at least level 4 to level 5 autonomy has been in every Tesla produced since October of last year.”

Missed it by that much (fingers held closely together).

And a non-trivial future opportunity.

There are 4 million HW3 and HW2 Tesla vehicles on the road. Musk needs 10 million FSD subscriptions to trigger one of the early tranches of his $1 Trillion pay package.

Musk and older model Tesla owners seem to have a merging of interests.

intercst

The simplistic (bearish) view is that it’s all paid for out-of-pocket by Tesla and Tesla goes broke. The realistic view is that Tesla finds ways to upgrade the 4 million HW3 and HW2 Tesla vehicle on the road in ways that benefit both Tesla and it’s customers. Some ideas:

  • Vehicle swap
  • Vehicle upgrade
  • HW3 and HW2 software upgrades
  • Musk ingenuity

The Captain

On the earnings call, Musk said the plan was to build mini-factories. I guess that means Elon Musk has a simplistic view.

You get partial credit.

What you got wrong: suggesting actually “building mini-factories” to actually retrofit 100ks or more of already sold customer vehicles.

Why? Tesla is not going to actually spend a material amount of their own money to do this.

Just like they don’t have a material amount of unsupervised robotaxis (they may actually have zero, if they are remotely supervised by someone with their finger on the stop button).

What you got right: using the words “said” and “plan” in “said the plan.”

People and Tesla say and plan many things.

People say

  • vehicles built since 2017 have all the hardware for autonomy
  • solar roofs are going to be a thing
  • we’ll travel underground in vacuum tubes
  • Tesla will sell 20 million EVs annually
  • Cybertruck will sell 250k units annually (excuse me, I mean 0.25 million)
  • it’s a long list

The real

is

  • getting people to buy products that don’t exist (like cars planned to have autonomous hardware)
  • ignoring actual products and actual business performance and valuing a company based on hypothetical future products

Who here can say that’s not genius in creating two trillion dollar companies?

I think that’s right. I think this is an exercise in plaintiff attrition.

Right now, there’s anywhere between a few hundred thousand to a few million customers who have claims against Tesla based on FSD representations (depending on whether you think those plaintiffs are limited to those who purchased FSD or not). But that number drops every single day. Cars get traded in, they get resold to private parties, they reach the end of their useful life, they get totaled in crashes or stolen, etc. The longer between now and the time of a judgment or damage payment, the better off Tesla is.

The point is to avoid admitting that the game is over and the customer will never get what they were promised. As long as you can keep pointing to something happening in the future, some non-trivial number of customers will stay out of courts or have their lawsuits deferred pending whatever Tesla’s going to do. And if Tesla were to dither for a few years in setting up “mini-factories” - or set up one or two and just have a huge waitlist - then Tesla is vastly better off, because that just means more time for plaintiffs to disappear once their cars are gone.

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It seems some on this thread in prior posts are in favor of a simplistic view. My simplistic view is simply that it seems like Elon has simply made many bad technical as well as business decisions in the past 10 years on related to autonomy.

One can dispute this all they want, but the camera only approach just seems increasingly incapable of achieving a safety level needed. Yet Elon seems to be making more judgment errors by trying to “fix it” through other means than adding alternative sensors.

He promised way back when that HW3 would work

He promised the car could make a coast to coast drive years ago

He has changed/upgraded cameras

He claimed radar was causing confusion, when it seems maybe he is the confused one.

He has increased onboard computing resources

Of course I could go on, but the intent is to keep it simple

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