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ACTA JURATA

In re Tesla, Inc. · Form 10-Q · filed 2026-10-22 · CIK 0001318605

Tesla Formed a Committee to Explore a SpaceX Deal

Page 41 of Tesla's 10-Q, filed October 22, 2026: the board formed a special committee of disinterested directors to explore deepening Tesla's relationship with SpaceX, which could include a business combination. The earnings release, filed the day before, mentions SpaceX only in its financial tables. The 10-Q also shows $447 million of net tariff refunds in the quarter and a $475 million reversal of regulatory credits revenue. Every number is sourced to the filing, with the math shown.

Exhibit A · the episode · 4:19

Chapters

  1. 0:00Two documents
  2. 0:41The margin
  3. 1:57The credits
  4. 2:45SpaceX
  5. 3:45What to watch

The math

Every figure we calculated, from figures in the filing. Each input is quoted below.

$447M
$526M + $260M − $339M = $447M
$440M
$5,494M − $5,054M = $440M

Transcript

0:00 · Two documents

1On page 41 of Tesla's quarterly report, under Other Information, Tesla disclosed that its board formed a special committee to explore deepening Tesla's relationship with SpaceX. That could include a business combination. The earnings release, filed the day before, mentions SpaceX only in its financial tables. It does not mention the committee.

2There are two more gaps. Tesla's gross margin rose, and the 10-Q shows tariff refunds landing in the same quarter. And what the release calls lower regulatory credit revenue includes a $475 million reversal. Every number here comes from the two filings, with the math shown.

0:41 · The margin

3Part one. The margin.

4Start with the income statement on page 5. Gross profit for the quarter was $5.49 billion, up from $5.05 billion a year earlier. On page 35, total gross margin rose from 18% to 19.6%.

5Note 11, on page 25, explains part of it. In February, the Supreme Court invalidated certain tariffs, making Tesla eligible for refunds of tariffs paid on imported goods. In the quarter, Tesla booked refunds of $526 million and $260 million as reductions to its cost of revenues.

6It also cut energy revenue by $339 million for refunds it owes customers. Net, the refunds come to $447 million. Gross profit rose $440 million. The filing says amounts in the first half of 2026 were immaterial.

7The release names tariff-related customer refunds as one reason energy revenue fell. Its list of what moved operating income does not mention tariffs at all.

1:57 · The credits

8Part two. The credits.

9Automotive regulatory credits revenue fell $304 million from a year earlier, or 73%. That figure is on page 34, in management's discussion.

10Page 11 gives a reason in plain words. During the quarter, Tesla reversed $475 million of regulatory credits revenue for contractual return of previously delivered credits. The word reversed does not appear in the release.

11The same page says recent governmental and regulatory actions have restricted certain regulatory credit programs tied to Tesla's products. In the release, all of this is one line: lower regulatory credit revenue.

2:45 · SpaceX

12Part three. SpaceX.

13Back to page 41. The committee is made up of disinterested directors. The filing says there is no assurance any transaction will be consummated, and that one would need the committee's recommendation and any necessary shareholder approval.

14Tesla already owns a small piece of SpaceX. On page 28, it says that in March 2026 it invested $2 billion in SpaceX common stock, formerly an investment in xAI, for a stake of less than one percent. On page 13, it notes that its CEO also serves as the CEO of SpaceX.

15At September 30, that stake was valued at $2,865 million. In the quarter, it lost $142 million in value. SpaceX is also a customer. Its Megapack purchases brought Tesla $221 million of revenue in the quarter.

3:45 · What to watch

16Part four. What to watch.

17In Tesla's next 10-Q, three things to check. Whether the special committee brings forward a transaction with SpaceX. Whether tariff refunds keep showing up in cost of revenues. And what happens next to the credit programs that regulators have restricted. We read it the day it is filed.

18Every number in this video, with its page and its math, is in the description. Acta Jurata. Every number sourced to an official filing. Math shown.

Exhibits cited

Every passage the episode relies on, quoted from the filing with its page. Click through to read it in place.

  1. Exhibit 1 · 10-Q · page 41 · Part II, Item 5, Other Information

    Special Committee to explore deepening the relationship with SpaceX

    “The Tesla board of directors has formed a special committee (the “Special Committee”) comprising disinterested directors to explore deepening Tesla’s relationship with SpaceX, which could be through certain arrangements including without limitation a business combination (a “Transaction”).”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  2. Exhibit 2 · 10-Q · page 41 · Part II, Item 5, Other Information

    No assurance of a transaction

    “there is no assurance that any such Transaction will be consummated, as a Transaction would be subject to, among other things, the affirmative recommendation of the Special Committee and, if agreed upon, any necessary shareholder approval.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  3. Exhibit 3 · 10-Q · page 5 · Consolidated Statements of Operations

    Gross profit, quarter ended 2026-09-30

    “”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  4. Exhibit 4 · 10-Q · page 5 · Consolidated Statements of Operations

    Gross profit, quarter ended 2025-09-30

    “”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  5. Exhibit 5 · 10-Q · page 35 · Item 2, Cost of Revenues and Gross Margin

    Total gross margin, quarter ended 2026-09-30

    “Total gross margin 19.6 % 18.0 % 19.0 % 17.3 %”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  6. Exhibit 6 · 10-Q · page 35 · Item 2, Cost of Revenues and Gross Margin

    Total gross margin, quarter ended 2025-09-30

    “Total gross margin 19.6 % 18.0 % 19.0 % 17.3 %”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  7. Exhibit 7 · 10-Q · page 25 · Note 11, Commitments and Contingencies, Tariffs

    Supreme Court ruling on IEEPA tariffs

    “In February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA).”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  8. Exhibit 8 · 10-Q · page 25 · Note 11, Commitments and Contingencies, Tariffs

    IEEPA tariff refunds reducing energy cost of revenues, quarter

    “we recognized IEEPA tariff refunds of $526 million and $260 million as reductions to energy generation and storage cost of revenues and automotive sales cost of revenues, respectively”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  9. Exhibit 9 · 10-Q · page 25 · Note 11, Commitments and Contingencies, Tariffs

    IEEPA tariff refunds reducing automotive cost of revenues, quarter

    “we recognized IEEPA tariff refunds of $526 million and $260 million as reductions to energy generation and storage cost of revenues and automotive sales cost of revenues, respectively”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  10. Exhibit 10 · 10-Q · page 25 · Note 11, Commitments and Contingencies, Tariffs

    Refunds owed to energy storage customers, reduction to revenue, quarter

    “We also recognized $339 million for the three months ended September 30, 2026, as a reduction to energy generation and storage revenue for the refunds contractually owed to certain energy storage customers.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  11. Exhibit 11 · 10-Q · page 25 · Note 11, Commitments and Contingencies, Tariffs

    Tariff amounts in the first half of 2026

    “Amounts recognized related to these tariffs during the first half of 2026 were immaterial.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  12. Exhibit 12 · 8-K · Exhibit 99.1, Year-over-year financial summary

    Release revenue bridge on tariff refunds

    “decrease in Energy Generation and Storage, partially due to tariff-related customer refunds”
    Tesla, Inc. earnings release (Form 8-K, Exhibit 99.1) on sec.gov ↗
  13. Exhibit 13 · 10-Q · page 34 · Item 2, Revenues, Automotive & Services and Other Segment

    Decrease in automotive regulatory credits revenue, quarter

    “Automotive regulatory credits revenue decreased $304 million, or 73%, in the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  14. Exhibit 14 · 10-Q · page 34 · Item 2, Revenues, Automotive & Services and Other Segment

    Percentage decrease in automotive regulatory credits revenue, quarter

    “Automotive regulatory credits revenue decreased $304 million, or 73%, in the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  15. Exhibit 15 · 10-Q · page 11 · Note 1, Automotive Regulatory Credits

    Reversal of automotive regulatory credits revenue

    “During the three and nine months ended September 30, 2026, we reversed $475 million of automotive regulatory credits revenue for contractual return of previously delivered credits.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  16. Exhibit 16 · 10-Q · page 11 · Note 1, Automotive Regulatory Credits

    Restrictions on regulatory credit programs

    “Recent governmental and regulatory actions have restricted certain regulatory credit programs tied to our products.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  17. Exhibit 17 · 8-K · Exhibit 99.1, Year-over-year financial summary

    Release wording on regulatory credits

    “lower regulatory credit revenue”
    Tesla, Inc. earnings release (Form 8-K, Exhibit 99.1) on sec.gov ↗
  18. Exhibit 18 · 10-Q · page 28 · Note 13, Related Party Transactions

    Investment in SpaceX common stock

    “the Company invested $2.00 billion in SpaceX common stock (formerly a preferred share investment in xAI) representing an ownership interest of less than 1% in March 2026”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  19. Exhibit 19 · 10-Q · page 13 · Note 1, SpaceX Equity Investment

    Shared CEO with SpaceX

    “as our CEO also serves as the CEO of SpaceX”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  20. Exhibit 20 · 10-Q · page 16 · Note 2, Fair Value of Financial Instruments

    SpaceX equity investment at fair value

    “”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  21. Exhibit 21 · 10-Q · page 16 · Note 2, Fair Value of Financial Instruments

    Loss on SpaceX equity investment, quarter

    “For the three months and nine months ended September 30, 2026, we recorded a $142 million loss and $863 million gain, respectively, on our SpaceX equity investment.”
    Tesla, Inc. Form 10-Q on sec.gov ↗
  22. Exhibit 22 · 10-Q · page 28 · Note 13, Related Party Transactions

    Revenue from SpaceX Megapack purchases, quarter

    “In the three and nine months ended September 30, 2026, we recognized $221 million and $626 million of revenues, respectively, and $171 million and $478 million of cost of revenues, respectively, from SpaceX for its purchase of our Megapack products in the ordinary course of business.”
    Tesla, Inc. Form 10-Q on sec.gov ↗

Corrections

None so far. If a figure here does not match the filing, tell us; the filing wins.

Around this filing

The company’s own release, then what the press reported. We link; we do not vouch. The filing is the record.

Links found via the GDELT Project, 2026-10-30. Headlines are the publishers’ own.

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Not financial advice. For education only. Acta Jurata summarises public SEC filings. Nothing here is a recommendation to buy, sell or hold any security. We never predict prices.

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