On September 29, 2026, Tesla, Inc. entered into three senior unsecured credit agreements: a $20.0 billion three-year delayed draw term loan facility with Citibank, N.A. as administrative agent; an $8.0 billion five-year revolving facility with Wells Fargo Bank, National Association as administrative agent; and a $2.0 billion 364-day revolving facility with Wells Fargo as administrative agent. The term facility may be drawn up to ten times during the 18-month period after closing, with undrawn commitments automatically reduced to $10.0 billion at one year and $5.0 billion at 15 months and terminated at 18 months, and term loans mature September 29, 2029; the five-year revolver matures September 29, 2031, permits U.S. dollar, pound sterling, and euro borrowings and up to $500 million of letters of credit, and may be extended by up to two one-year extensions; the 364-day revolver matures September 28, 2027, and includes a one-year term-out option. Tesla may increase total commitments under the revolving facilities by up to $4.0 billion, to $14.0 billion in aggregate, and borrowings accrue interest at Term SOFR or an alternate base rate plus margin for U.S. dollars, SONIA plus margin for pounds sterling, and adjusted EURIBOR plus margin for euros, with commitment and ticking fees payable quarterly. The agreements contain customary covenants, including restrictions on liens and subsidiary indebtedness and a minimum $5.0 billion consolidated liquidity requirement, and customary events of default; no loans were outstanding as of September 29, 2026, proceeds may be used for general corporate purposes or other permitted purposes, Tesla does not currently plan to draw in 2026, and the Credit Agreements will be filed as exhibits to Tesla’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
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Item 1.01 Entry Into a Material Definitive Agreement. On September 29, 2026, Tesla, Inc. ( Tesla ) entered into the following credit agreements: $20.0 billion senior unsecured three-year delayed draw term loan facility (the Term Loan Facility ) pursuant to a Delayed Draw Term Loan Credit Agreement, dated as of September 29, 2026 (the DDTL Credit Agreement ), by and among Tesla, as borrower, Citibank, N.A. ( Citi ), as administrative agent, and the lenders and other agents party thereto. $8.0 billion senior unsecured five-year revolving facility (the Five-Year Revolving Facility ) pursuant to a Five-Year Revolving Credit Agreement, dated as of September 29, 2026 (the Five-Year Revolving Credit Agreement ), by and among Tesla, as borrower, Wells Fargo Bank, National Association ( WF Bank ), as administrative agent, and the lenders, issuing banks and other agents party thereto. $2.0 billion senior unsecured 364-day revolving credit facility (the 364-Day Revolving Facility ) pursuant to a 364-Day Revolving Credit Agreement, dated as of September 29, 2026 (the 364-Day Revolving Credit Agreement ), by and among Tesla, as borrower, WF Bank, as administrative agent, and the lenders and other agents party thereto. The 364-Day Revolving Facility, together with the Five-Year Revolving Facility, are referred to herein as the Revolving Facilities , and the Revolving Facilities, together with the Term Loan Facility, are referred to herein as the Facilities . The 364-Day Revolving Credit Agreement, together with the Five-Year Revolving Credit Agreement, are referred to herein as the Revolving Credit Agreements , and the Revolving Credit Agreements, together with the DDTL Credit Agreement, are referred to herein as the Credit Agreements . Delayed Draw Term Loan Facility Tesla may draw upon the Term Loan Facility from time to time and no more than ten times during the 18-month period following the closing date. The undrawn commitments under the Term Loan Facility will be automatically reduced to $10.0 billion on the first anniversary of the closing date and to $5.0 billion 15 months after the closing date, and any remaining undrawn commitments will terminate 18 months after the closing date. Loans outstanding under the Term Loan Facility will mature on September 29, 2029. Five-Year Revolving Credit Facility Tesla may draw upon the Five-Year Revolving Facility from time to time. Loans under the Five-Year Revolving Facility may be denominated in U.S. dollars, pounds sterling or euros. The Five-Year Revolving Facility provides for the issuance of letters of credit in an aggregate amount of up to $500 million. The Five-Year Revolving Facility terminates, and all outstanding loans and other amounts thereunder, if any, will become due and payable on September 29, 2031. Tesla may request up to two one-year extensions of the Five-Year Revolving Facility, subject to the satisfaction of certain conditions. 364-Day Revolving Credit Facility Tesla may draw upon the 364-Day Revolving Facility from time to time. Loans under the 364-Day Revolving Facility are denominated in U.S. dollars. The 364-Day Revolving Facility terminates, and all outstanding loans and other amounts thereunder, if any, will become due and payable on September 28, 2027. Subject to the satisfaction of certain conditions, Tesla may exercise a term-out option to extend the maturity of all or a ratable portion of the loans outstanding on that date for an additional year. Tesla may increase the total commitments under the Revolving Credit Agreements by up to an additional $4.0 billion across the Revolving Facilities, subject to certain conditions, potentially increasing the Revolving Facilities to $14.0 billion in the aggregate. Use of Proceeds and Pricing The proceeds of loans under the Facilities, and letters of credit issued under the Five-Year Revolving Facility, may be used for general corporate purposes or for any other purpose not otherwise prohibited by the applicable Credit Agreement. No loans were outstanding under the Facilities as of September 29, 2026. U.S. dollar-denominated borrowings under the Facilities accrue interest, at Tesla s election, at a variable rate based on either Term SOFR or an alternate base rate, in each case plus an applicable margin. Borrowings denominated in pounds sterling under the Five-Year Revolving Facility will accrue interest at a rate based on SONIA, and borrowings denominated in euros under the Five-Year Revolving Facility will accrue interest at a rate based on adjusted EURIBOR, in each case plus an applicable margin. The applicable margins are based on the rating assigned to Tesla s senior, unsecured long-term indebtedness (or, in some cases, its issuer rating) from time to time. Tesla is required to pay a commitment fee based on the daily unused commitments under the Revolving Credit Agreements and a ticking fee on the daily undrawn commitments under the DDTL Credit Agreement. The applicable commitment fee and ticking fee rates are based on the rating assigned to Tesla s senior, unsecured long-term indebtedness (or in some cases, its issuer rating) from time to time and are payable quarterly. Covenants and Events of Default The Credit Agreements contain covenants that are customary for facilities of this type, including, among others, restrictions on liens and the incurrence of indebtedness by Tesla s restricted subsidiaries, in each case subject to exceptions and limitations. The Credit Agreements also require Tesla to maintain at least $5.0 billion of consolidated liquidity, as calculated pursuant to the Credit Agreements. The Credit Agreements contain customary events of default. Upon the occurrence of an event of default, the applicable lenders may terminate their commitments and require the immediate payment of all amounts outstanding under the applicable Credit Agreement. The above description of the Credit Agreements and the Facilities is a summary only and is qualified in its entirety by reference to the Credit Agreements, which will be filed as exhibits to Tesla s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. Tesla does not currently plan to draw on the facilities in 2026.
