BlackRock no longer owns more than 5% of Tesla, the world’s largest asset manager said in a regulatory filing on Tuesday, even though it holds more Tesla shares than when it last reported its stake.
BlackRock reported beneficial ownership of 196,348,742 Tesla shares, or 4.96% of the class, as of September 30. The amended Schedule 13G was filed with the US Securities and Exchange Commission (SEC) after the market closed.
Tesla shares ended the day up 4.04% at $407.46, valuing the stake at about $80 billion.
Large holders file Schedule 13G reports about the companies they invest in, and the documents appear on the issuer’s page on the SEC’s EDGAR system.
More shares, smaller slice
BlackRock’s previous update, filed in January 2024, showed 188,797,465 shares, or 5.9%, as of December 31, 2023. The new figure is about 7.6 million shares, or 4%, higher.
The percentage fell because Tesla’s share count grew much faster. Tesla had 3.953 billion shares outstanding on September 30, up from 3.185 billion at the end of 2023, according to its filings, an increase of about 24%.
The new filing checks the box under Item 5 for ownership of “5 percent or less of a class,” which signals that BlackRock has ceased to be a more-than-5% holder. It reports sole voting power over 180,605,472 shares and sole dispositive power over the full 196,348,742.
BlackRock filed as a parent holding company under the rule for passive institutional investors, certifying that the shares are held “in the ordinary course of business” and not to change or influence control of Tesla.
The new shares
Most of the dilution came from stock awards to Chief Executive Officer Elon Musk.
Tesla issued about 96 million restricted shares to Musk as an interim award in August 2025, and 423,743,904 restricted shares under the 2025 CEO Performance Award approved by shareholders in November 2025.
Its share count rose by about 527 million in the second half of 2025, according to its quarterly filings.
After the Delaware Supreme Court reinstated Musk’s 2018 pay package, Musk exercised about 304 million options in the second quarter of 2026 and net-settled the exercise price with about 17.5 million shares, Tesla said in its third-quarter report.
Tesla revoked the 96 million interim shares on April 21.
The resulting 286,428,773 restricted shares carry voting rights and vest on January 19, 2028, if Musk remains in service, followed by a five-year holding period.
Musk reported beneficial ownership of 699,580,882 shares, or 19.9%, in his latest filing in June. That excludes the 2025 award shares, over which he disclaims beneficial ownership under a voting agreement, and is calculated on an adjusted share count.
Two 5% holders left
Tesla’s proxy statement for its December 3 annual meeting, filed on October 19, lists only two holders of 5% or more as of September 30: Musk at 19.8% and Vanguard Capital Management at 5.3%.
Vanguard Capital Management reported 210,796,512 shares, or 5.61%, as of March 31 in an initial filing on April 30. Its parent, The Vanguard Group, had reported zero shares in March after an internal realignment on January 12 that moved portfolio management and proxy voting to new subsidiaries, which now report separately.
BlackRock had been adding to its Tesla position for 25 consecutive quarters as of late 2025, based on its 13F filings.
Why now
Under SEC rules that took effect on September 30, 2024, passive institutional holders must amend a Schedule 13G within 45 days after the end of any quarter in which a material change occurs, including a change of 1% or more of the class.
BlackRock’s filing lists September 30 as the date of the event requiring the statement. It does not say when its stake first fell below 5%.
The meeting agenda includes the election of three directors, an advisory vote on 2025 executive pay and the ratification of PricewaterhouseCoopers (PWC) as auditor. Shareholders of record on October 13 can vote.
