How Elon Musk sold 10 million Tesla shares and increased his Tesla holdings

By Chris Isidore, CNN Business

Tesla CEO Elon Musk sold a massive stake in his company over the past several weeks. And yet he owns 564,000 more shares than he did at the start of the selling spree.

An analysis of his filings shows Musk is not backing away from his holdings in Tesla, despite his promise to follow a poll he sent to his Twitter followers, who called on him to sell 10% of his stake. So far he’s sold 10.1 million shares — about 7 million shares short of the goal.

That’s because at the same time he is selling shares, he’s also exercising options to buy additional stock. And he’s doing so at a bargain exercise price of $6.24 a share, well below 1% of Tesla’s current share price. Since Musk’s Twitter poll on November 6, he has exercised options to buy 10.7 million shares of Tesla. To be clear, he would have done so with or without the poll — the options were due to expire by August of 2022 if he didn’t exercise them.

And Tesla is poised to award Musk even more options, pending its upcoming financial results. His stake in the company is the reason Musk is the richest person on the planet.

Taxes, not Twitter, main reason for sales

Whenever he exercises options, he becomes subject to a large income-tax hit because he received those options as his primary form of compensation.

He owes about $5 billion in federal income taxes on the new shares he has purchased since November 8. He also will probably owe some amount of state taxes. Musk sold off Tesla stock specifically to cover that tax hit, according to the filings.

Musk also plans to exercise additional options that are set to expire next year. He still has 12.2 million of those soon-to-expire options that he has not yet exercised.

If past practice is any indication, he’ll sell about 5.3 million of those newly acquired shares to cover his tax bill. But that will still leave him with nearly 7 million more shares than he has today.

Musk is keeping most of the shares he’s acquiring, rather than selling them all, as other executives have been known to do when exercising options, including Robyn Denholm, the chair of Tesla’s board.

Once he’s done with these soon-to-expire options, Musk will have 22.9 million fewer options than he had at the start of this process. But he’ll still have 50.7 million other options that will allow him to buy that many additional shares, albeit at a higher exercise price than options he is now purchasing. He’s not likely to exercise them soon, as virtually none of those options will expire until January of 2028.

More options on their way

The number of options Musk holds is likely to grow significantly in the coming year.

Musk’s pay package was designed to give him 12 different blocks of options once the company hits certain financial performance and market value targets. With the company now worth $1 trillion, the market value targets are all already accomplished, so it’s a matter of revenue and profit targets being hit.

Tesla has already accounted for three additional blocks of 8.4 million options each going to Musk soon, for a total of 25.3 new options, more than making up for the ones he is in the process of exercising. Company filings state that it is “probable” that the needed financial targets will be achieved soon.

Analysts agree. Musk could qualify for one block of 8.4 million options with the fourth-quarter results, and two more with first quarter 2022 results, according to Wall Street’s consensus forecasts. And if analysts’ estimates are correct, he could get an additional 8.4 million options in the second or third quarter of 2022, and yet another blog early in 2023.

Additional stock sales

Musk sold a block of 5.4 million Tesla shares that he had previous held in trust over the course of three days shortly after the completed his Twitter poll.

Most of the shares sold in those transactions were probably ones he has held since the company’s 2010 initial public offering. So almost all of the $5.8 billion he received for those sales were probably judged to be long-term capital gains, taxed at a lower 20% rate, not the higher tax rate he’ll pay on the exercise of the options.

To hit the target of selling 10% of the Tesla shares he owned as of the date of the poll, he might need to sell about 2 million more shares to cover the tax bill for his additional 12 million options.

But even if he does that, with even more options due to come his way, he’s still likely to have a bigger stake in Tesla than when he began this process.

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