UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 20 19 OR O TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number: 001-34756 Tesla, Inc. (Exact nome of registrant asspecified in its charter) Delaware 91-2 1977 29 (State or other jurisdiction of (LR.S. Employer ncorporation or organization) Identification Na. 1500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange on which registered Common stock TSLA The Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issues, as defined in Rule 405 of the Securities Act. Yes . No O Indicate by check mark if the registrant is not required to file reports pursuant in Section 13 or 15(d) of the Act. Yes ! No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports ), and (2) has be such filing require ents for the past 90 days Yes NO Indicate by check mark whether the registrant has sub ally every Interactive Data File required to be submitted pursuant to Rule 406 of Regulation S-T ($232.405 of this chapter) during the preceding 12 montes for for such shorter period that the mitsuch files). Yes X No O Indicate by check mark whether the registrant is a large accelerated files, an accelerated files, a non-accelerated files, a smaller reporting company or emerging growth company. See the definitions of "Large accelerated files," "accelerated filer, " "smaller reporting company" and "emerging growth company" in Rule 126 2 of the Exchange Act: Large accelerated filer 25 Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company n If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended tensition period for complying with any new or revised financial accounting standards provided ant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( No X The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, 2019, the last day of the registrant's most recently completed second fiscal quarter, was $11 54billion based on the closing price for shares of the registrant's Common Stock as reported by the NASDAQ Global Select Market on June 30, 2019). Shares of Common Stock held by each executive officer, director, and holder of 5% or more of the outstanding Common Stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate state is not necessarily a conclusive letermin ation for other purposes. As of February 7, 2020, there were 181,341,586 shares of the registrant's DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registent's fiscal year ended December 31, 2019