Tesla said its board adopted amendments to its Bylaws on May 15, 2025, following the effectiveness of amendments to the Texas Business Organizations Code and in light of Texas law. The amendments took effect the same day.

1. 01

   Tesla said its board adopted amendments to its Bylaws on May 15, 2025, following the effectiveness of amendments to the Texas Business Organizations Code and in light of Texas law. The amendments took effect the same day.

2. 02

   Tesla said it added a new section to its Bylaws providing for a jury trial waiver for "internal entity claims" as defined in the Texas Business Organizations Code.

3. 03

   The company said it added a provision to its Bylaws requiring any shareholder or group of shareholders to hold common stock equal to at least 3% of its issued and outstanding shares in order to institute or maintain a derivative proceeding.

4. 04

   The company said it made technical revisions to clarify the scope of the exclusive forum provision. It said the description is qualified in its entirety by the Amended and Restated Bylaws filed as Exhibit 3.1.

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Original filing

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