Wilson-Thompson Kathleen 4

What Happened

• Kathleen Wilson‑Thompson, a director of Tesla, exercised 40,000 stock options at $14.99 per share (total cost reported $599,600) on 2026‑02‑25 and concurrently sold multiple blocks of shares that day. The reported open‑market sales totaled 25,731 shares for aggregate proceeds of approximately $10,692,814. The filing also shows a disposition of 40,000 shares at $0 (reported as a derivative disposition).

Key Details

• Transaction date: 2026‑02‑25; Form 4 filed 2026‑02‑27 (timely filing).
• Exercise: 40,000 shares at $14.99 (cost $599,600).
• Sales: 25,731 shares sold in multiple trades with weighted‑average prices listed for each block; total proceeds ≈ $10,692,814.
  • Individual sale groups (weighted avg prices shown): 80 @ $412.46; 4,777 @ $413.95; 7,501 @ $414.85; 6,825 @ $415.86; 3,148 @ $416.82; 2,960 @ $417.52; 440 @ $418.89.
  • Footnotes provide price ranges for each weighted average (see filing) and offer to supply per‑price breakdowns on request.
• Derivative disposal: 40,000 shares reported as disposed at $0 (derivative line). Such entries commonly reflect shares withheld or net‑settled in connection with an option exercise or tax withholding; the filing reports it as a derivative disposition (code M).
• Plan: Sales were effected under a Rule 10b5‑1 trading plan adopted by the reporting person on November 26, 2025 (footnote F1).
• Shares owned after transaction: Not specified in the provided excerpt of this filing.

Context

• The filing shows an option exercise immediately followed by open‑market sales. When options are exercised and shares are sold the same day, this is often a cashless or planned disposition to cover exercise costs and/or tax obligations. Because these sales were made under a pre‑arranged 10b5‑1 plan, they are routine and pre‑scheduled rather than ad hoc trades. Purchases (exercises) can indicate continued ownership intent, but routine sales under 10b5‑1 plans are common for insiders and do not alone signal a change in company outlook.