Tesla has formally revoked the $29 billion interim stock award it granted CEO Elon Musk last August, after the Delaware Supreme Court reinstated his original 2018 compensation package in December.
The company confirmed the move in its quarterly filing with the US Securities and Exchange Commission (SEC) on Thursday, saying the board voted to cancel the interim award on April 21.
Both Elon Musk and his brother Kimbal, a fellow Tesla director, were excluded from the vote.
“These actions are consistent with the ‘no double dip’ principle, which precludes Mr. Musk from getting a windfall in the event that he may exercise the 2018 CEO Performance Award,” Tesla wrote in the filing.
The disclosure came alongside Tesla‘s first-quarter 2026 earnings results, which were reported after the market close on Wednesday.
Delaware Case
The revocation marks the latest chapter in a years-long legal and corporate battle over Musk’s pay at Tesla.
Musk was granted a $56 billion package in 2018.
However, it was struck down by a Delaware Chancery Court judge in early 2024 after a shareholder lawsuit alleged the board had improperly approved the award.
The ruling found that Musk had exerted significant influence over the process and that shareholders were not adequately informed.
Tesla responded on multiple fronts.
The company reincorporated in Texas and held a second shareholder vote to reaffirm the 2018 package.
In August 2025, the board also approved the $29 billion interim award — equivalent to roughly one-third of the contested 2018 grant — as a hedge in case Musk lost his appeal.
“To put it simply, there cannot be any ‘double dip,'” the board wrote to shareholders at the time. “Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award should the courts rule in our favor.”
The Delaware Supreme Court ultimately sided with Musk in December, ruling that fully rescinding the award was too extreme a remedy.
The justices reversed the cancellation and awarded $1 in nominal damages, restoring 303 million shares to the CEO.
With the 2018 package now restored, the interim award has been formally voided as the company had promised.
Share Sale Restrictions
Alongside the revocation, Tesla‘s board has placed new restrictions on how and when Musk can sell shares from the reinstated 2018 package to limit the impact of large dispositions on the company’s stock price.
Under the new terms, Musk must remain as CEO or in a product development executive role through at least 2028 for the shares to vest.
He is also required to hold them for five years.
The conditions largely mirror restrictions already built into the separate, far larger compensation plan that shareholders approved at the November annual meeting.
Trillion-Dollar Package
The revocation has no impact on the newer 2025 CEO Performance Award, which was approved by over 75% of shareholders at the November annual meeting.
That package can be worth up to $1 trillion if Musk hits a series of ambitious operational and financial milestones over the next decade.
These include growing Tesla‘s market capitalization to roughly $7.5 trillion, delivering 20 million vehicles, deploying one million robotaxis in commercial service, and delivering one million Optimus humanoid robots.
The plan also requires Musk to remain at the company for between 7.5 and 10 years for the full award to vest.
Board Chair Robyn Denholm warned shareholders ahead of the vote that Tesla could lose its CEO if the plan was rejected.
Internal Estimates
In the same quarterly filing, Tesla disclosed its own internal estimates about which milestones tied to the trillion-dollar package Musk is likely to reach.
The company said it has $9.97 billion in unrecognized stock-based compensation expense for an operational milestone it considers probable of achievement over the term of the award.
For milestones Tesla considers not probable of achievement, the company reported between $105.82 billion and $120.37 billion in unrecognized stock-based compensation expense.
Tesla did not specify which milestones fall into either category.
Other Disclosures
The quarterly filing also revealed that Tesla has raised its capital expenditure guidance for 2026 by $5 billion to over $25 billion, up from the over $20 billion previously announced in January.
The company had already more than doubled its planned spending from the $8.5 billion invested in 2025.
The increase comes as Tesla ramps investment in AI infrastructure, Cybercab production, the Optimus humanoid robot, and new factory construction.
The filing showed another $2 billion purchase of an unnamed AI hardware firm.
Tesla previously disclosed it had invested approximately $2 billion in xAI, the artificial intelligence company founded by Musk that developed the large language model Grok.
Shareholders voted to authorize the investment at the same November meeting where they approved the trillion-dollar pay package.
