SEC v. Elon Musk, No. 1:25-cv-00105, District of Columbia (Jan. 14, 2025) — Complaint

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

SECURITIES AND EXCHANGE COMMISSION,
100 F Street, N.E.
Washington, DC 20549

Plaintiff,
v.

ELON MUSK,
c/o Quinn Emanuel Urquhart & Sullivan, LLP
295 5th Avenue
New York, NY 10016

Defendant.

Case No. 25-cv-105

JURY TRIAL DEMANDED

COMPLAINT
Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges:
SUMMARY OF THE ACTION
1. Defendant Elon Musk failed to timely file with the SEC a beneficial ownership
report disclosing his acquisition of more than five percent of the outstanding shares of Twitter’s
common stock in March 2022, in violation of the federal securities laws. As a result, Musk was
able to continue purchasing shares at artificially low prices, allowing him to underpay by at least
$150 million for shares he purchased after his beneficial ownership report was due.
2. In early 2022, Musk began to acquire a significant number of shares of Twitter
common stock. By March 14, 2022, Musk had acquired beneficial ownership of more than five
percent of the company’s outstanding common stock.
3. During the relevant time, Section 13(d)(1) of the Securities Exchange Act of 1934
(“Exchange Act”) and Rule 13d-1 thereunder required Musk to file with the SEC a beneficial
ownership report disclosing his Twitter holdings within ten calendar days after crossing the five

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percent threshold, i.e., by March 24, 2022, in order to inform the investing public and the
company that he had amassed this concentration of Twitter shares. Musk failed to do so.
4. On April 4, 2022, eleven days after a report was due, Musk finally publicly
disclosed his beneficial ownership in a report with the SEC, disclosing that he had acquired over
nine percent of Twitter’s outstanding common stock. That day, Twitter’s stock price increased
more than 27% over its previous day’s closing price.
5. During the period that Musk was required to publicly disclose his beneficial
ownership but had failed to do so, he spent more than $500 million purchasing additional shares
of Twitter common stock. Because Musk failed to timely disclose his beneficial ownership, he
was able to make these purchases from the unsuspecting public at artificially low prices, which
did not yet reflect the undisclosed material information of Musk’s beneficial ownership of more
than five percent of Twitter common stock and investment purpose. In total, Musk underpaid
Twitter investors by more than $150 million for his purchases of Twitter common stock during
this period. Investors who sold Twitter common stock during this period did so at artificially low
prices and thus suffered substantial economic harm.
JURISDICTION AND VENUE
6. The Commission brings this action, and this Court has jurisdiction, pursuant to
Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa].
7. Venue is proper in this district pursuant to Exchange Act Section 27(a) [15 U.S.C.
§ 78aa(a)] because Musk transacts business in this district and the violation of the federal
securities laws alleged in this Complaint occurred within this district, specifically Musk’s failure
to timely file a beneficial ownership report with the SEC. Musk made belated filings of
beneficial ownership reports with the SEC on April 4, 2022 and April 5, 2022.
DEFENDANT
8. Elon Musk, age 53, resides in Austin, Texas and is a businessman and executive
at various companies, including Tesla, Inc. (“Tesla”), where Musk serves as CEO. Musk
regularly files beneficial ownership reports regarding his holdings of Tesla stock with the SEC.

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On April 13, 2022, Musk made an offer to purchase Twitter, and on April 25, 2022, Musk signed
a merger agreement with Twitter in which he agreed to acquire the company in a take-private
transaction.
1
 In October 2022, Musk completed the acquisition of Twitter, and Twitter common
stock was delisted from the New York Stock Exchange (“NYSE”).
RELEVANT ENTITY
9. Twitter, Inc. (renamed X Corp. and privately owned by Musk and other investors
after the events relevant to this Complaint) is a social media company. At all relevant times,
Twitter was incorporated in Delaware with its principal place of business in San Francisco,
California. Twitter conducted an initial public offering in 2013, and at all relevant times, its
common stock was registered pursuant to Section 12(b) of the Exchange Act [15 U.S.C. § 78l(b)]
and was publicly traded on the NYSE under the ticker symbol TWTR.
STATUTORY AND REGULATORY FRAMEWORK
10. As part of the Williams Act, passed in 1968, Congress enacted Section 13(d) of
the Exchange Act to, among other things, help investors make informed investment decisions by
providing information about accumulations of certain classes of equity securities of a company
by persons who have the potential to change or influence control of that company.
11. During the relevant time, Section 13(d)(1) of the Exchange Act and Rule 13d-1(a)
thereunder required any person who acquired beneficial ownership of more than five percent of
any voting class of equity securities registered under Section 12 of the Exchange Act to file a
Schedule 13D with the Commission within ten calendar days after crossing the five percent
threshold.
2

1
 When a publicly traded company is taken private, private investors buy all the company’s
stock, and the company’s stock is deregistered and delisted from a national securities exchange.

2
 In 2023, the Commission adopted amendments to Rule 13d-1 to shorten the 10-calendar day
deadlines referenced herein to five business days. See SEC Release No. 34-98704 (Oct. 10,
2023), 88 Fed. Reg. 76896 (Nov. 7, 2023). Those amendments are not at issue here.

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12. Section 13(d)(1) of the Exchange Act and Rule 13d-1(c) thereunder permit a
person to file a Schedule 13G, in lieu of the Schedule 13D that is otherwise required to be filed,
if the person “[h]as not acquired the securities with any purpose, or with the effect, of changing
or influencing the control of the issuer, or in connection with or as a participant in any
transaction having that purpose or effect” and if the person beneficially owns less than 20% of
the class of securities. During the relevant time, a person eligible to report on Schedule 13G in
reliance on Rule 13d-1(c) was required to file within ten calendar days after crossing the five
percent threshold.
13. Section 13(d) of the Exchange Act is a strict liability statute.
FACTS
A. Musk Accumulates Over Five Percent of Twitter’s Common Stock, But Fails to
Disclose His Stake When Required
14. On or about January 31, 2022, Musk’s personal wealth manager, acting at Musk’s
direction, instructed a broker to start purchasing large blocks of shares of Twitter common stock
on Musk’s behalf, but to not exceed five percent of Twitter’s outstanding common stock.
15. Musk understood that any substantial increase in Twitter’s common stock price
would increase his costs to purchase shares. Accordingly, Musk’s wealth manager cautioned the
broker to make the purchases in a way that would minimize any increase in Twitter’s stock price
that might result from the purchases.
16. Musk and his wealth manager also understood that once Musk’s Twitter stake was
disclosed to the public, Twitter’s common stock price might substantially increase.
17. At the time Musk directed his wealth manager to purchase Twitter common stock,
Musk and his wealth manager both understood that the federal securities laws required certain
owners of more than five percent of a public company’s common stock to publicly disclose their
ownership stake to the public by filing a report with the SEC.

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18. As Musk’s wealth manager had requested, the broker purchased large blocks of
shares of Twitter common stock on Musk’s behalf starting on January 31, 2022, and continued
throughout February 2022.
19. In or around late February 2022, the broker repeatedly suggested to Musk’s
wealth manager that Musk obtain legal advice as to his obligations under the federal securities
laws to publicly disclose his holdings if he became the beneficial owner of at least five percent of
Twitter’s outstanding common stock.
20. Neither Musk nor his wealth manager sought or obtained legal advice in February
or March 2022 as to Musk’s obligations under the federal securities laws to publicly disclose his
Twitter holdings.
21. On or about February 28, 2022, the broker asked Musk’s wealth manager whether
Musk wanted to continue buying shares of Twitter common stock up to and past the five percent
beneficial ownership threshold. Musk’s wealth manager did not provide an answer until on or
about March 8, 2022.
22. At Musk’s direction, on or about March 8, 2022, Musk’s wealth manager
instructed the broker to continue buying shares of Twitter common stock for Musk past the five
percent threshold.
23. On March 14, 2022, the broker purchased approximately 2.8 million shares of
Twitter common stock on Musk’s behalf. As of the close of trading that day, Musk beneficially
owned more than five percent of the outstanding shares of Twitter common stock.
24. After the close of trading on March 14, 2022, the broker informed Musk’s wealth
manager that Musk held more than five percent of the outstanding shares of Twitter common
stock. Within a week of March 14, 2022, Musk’s wealth manager informed Musk that he held
more than five percent of the outstanding shares of Twitter common stock.
25. Because Musk crossed the five percent threshold on March 14, 2022, he was
required to publicly disclose his Twitter holdings by filing a beneficial ownership report on
Schedule 13D (or, if eligible, on Schedule 13G) with the SEC by March 24, 2022.

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26. Between March 14, 2022, and March 24, 2022, Musk continued to purchase
shares of Twitter common stock. As of the close of trading on March 24, 2022, Musk
beneficially owned more than seven percent of the outstanding shares of Twitter common stock.
27. Musk filed neither a Schedule 13D nor a Schedule 13G concerning his Twitter
holdings with the SEC by March 24, 2022.
B. Musk Continues to Accumulate Twitter Common Stock in the Days Following the
Deadline to Disclose His Stake
28. On Friday, March 25, 2022, Musk purchased almost 3.5 million shares of Twitter
common stock at an average cost of approximately $38.20 per share. As of the close of trading
that day, Musk beneficially owned nearly eight percent of the outstanding shares of Twitter
common stock.
29. On March 25, 2022, Musk knew approximately what percentage of outstanding
shares of Twitter common stock he beneficially owned and that he had not yet disclosed his stake
to the public by filing a beneficial ownership report with the SEC.
30. In a conversation on Sunday, March 27, 2022, Musk privately informed a member
of Twitter’s Board of Directors (“Board Member A”) that he owned at least seven percent of
Twitter’s outstanding common stock. In this conversation, Board Member A suggested to Musk
that he join Twitter’s Board of Directors. Musk expressed interest in doing so. In this
conversation, Musk asked Board Member A whether he had ever considered taking Twitter
private, and Board Member A said yes.
31. Later on March 27, 2022, Board Member A sent a group text message to the chair
of Twitter’s Board of Directors (“Board Chair”), another member of Twitter’s board (“Board
Member B”), Twitter’s CEO, and Musk, writing, “Elon – everyone excited about prospect of you
being involved and on board. Next step is for you to chat w three of them so we can move this
forward quickly. Maybe we can get this done next few days.”
32. On Monday, March 28, 2022, Musk purchased approximately 2.6 million shares
of Twitter common stock at an average cost of approximately $38.77 per share.

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33. On Tuesday, March 29, 2022, Musk purchased approximately 2.9 million shares
of Twitter common stock at an average cost of approximately $40.30 per share.
34. On Thursday, March 31, 2022, before trading began on the NYSE, Musk had a
conversation with Board Member B. The two discussed Musk potentially joining Twitter’s
Board of Directors. Musk stated during this conversation that he was considering, among other
options, acquiring Twitter.
35. On March 31, 2022, Musk purchased 2 million shares of Twitter common stock at
an average cost of approximately $38.82 per share.
36. In the evening of March 31, 2022, Musk met with Twitter’s CEO and the Board
Chair in the San Francisco Bay Area. During that meeting, Twitter’s CEO and the Board Chair
told Musk that they wanted Musk to join Twitter’s Board of Directors but needed to follow
internal Twitter processes before the company could formally offer a board seat to him. During
this meeting, Musk stated that he was considering, among other options, acquiring Twitter.
37. On Friday, April 1, 2022, Musk purchased nearly 2.2 million shares of Twitter
common stock at an average cost of approximately $39.34 per share. As of the close of trading
that day, Musk beneficially owned over nine percent of the outstanding shares of Twitter
common stock.
38. On April 1, 2022, Musk’s wealth manager consulted an attorney regarding
Musk’s disclosure obligations under the federal securities laws related to his beneficial
ownership of more than five percent of Twitter’s stock.
39. During a conversation on Sunday, April 3, 2022, Board Member B formally
offered Musk a seat on Twitter’s Board of Directors. Musk verbally accepted the offer. Later that
day, Twitter sent paperwork to Musk’s wealth manager for Musk to complete to join Twitter’s
Board of Directors.

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C. Musk Publicly Discloses His Stake in Twitter and Twitter’s Stock Price Increases
Dramatically
40. On Monday, April 4, 2022, before trading began on the NYSE, Musk filed with
the SEC a beneficial ownership report on Schedule 13G, publicly disclosing for the first time that
he beneficially owned more than five percent of the outstanding shares of Twitter common stock.
The filing was eleven days late.
41. The Schedule 13G showed that Musk beneficially owned more than nine percent
of Twitter’s outstanding common stock. On the cover page of the Schedule 13G, Musk indicated
that he was filing pursuant to Rule 13d-1(c)—i.e., because he had purportedly not acquired the
Twitter common stock with the purpose of changing or influencing the control of Twitter.
42. On April 4, 2022, after Musk filed the Schedule 13G, Twitter’s stock price
increased more than 27%, closing at $49.97 per share compared to a close of $39.31 per share
the prior trading day.
43. On Tuesday, April 5, 2022, Musk publicly disclosed, among other things, that he
had accepted a seat on Twitter’s Board of Directors and that he held more than nine percent of
Twitter’s outstanding common stock, by filing a beneficial ownership report on Schedule 13D
with the SEC.
44. As a result of Musk’s failure to publicly disclose his Twitter holdings in a
beneficial ownership report filed with the SEC by March 24, 2022—in violation of Section
13(d)(1) of the Exchange Act and Rule 13d-1 thereunder—Musk paid significantly less for the
shares of Twitter common stock he purchased between March 25, 2022 and April 1, 2022 than if
he had timely disclosed. During that period, Musk spent more than $500 million acquiring
additional shares of Twitter common stock.
45. Had Musk publicly disclosed his Twitter holdings by filing a beneficial ownership
report with the SEC by March 24, 2022 as required, Twitter’s stock price would likely have
increased substantially at that point, instead of on April 4, 2022. If Musk had timely filed, he

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would have had to pay at least $150 million more to acquire the same number of shares between
March 25 and April 1, 2022.
46. Musk’s violation resulted in substantial economic harm to investors selling
Twitter common stock between March 25, 2022 and April 1, 2022. Those investors, unaware that
Musk had accumulated more than five percent of Twitter common stock and unaware of Musk’s
overall investment purpose, sold their shares at artificially low prices because the market had not
yet priced in this material information.
CLAIM FOR RELIEF
Beneficial Ownership Disclosure Violation
Violation of Section 13(d) of the Exchange Act and Rule 13d-1 thereunder
47. The Commission re-alleges and incorporates by reference the allegations
contained in paragraphs 1 through 46.
48. As of March 14, 2022, Musk was, directly or indirectly, the beneficial owner of
more than five percent of a voting class of equity securities registered pursuant to Exchange Act
Section 12 [15 U.S.C. § 78l]. Musk failed to file with the Commission a required beneficial
ownership report within the time then prescribed in Exchange Act Section 13(d) [15 U.S.C.
§ 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder.
49. By reason of the foregoing, Musk violated Section 13(d) of the Exchange Act [15
U.S.C. § 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Musk committed the alleged violation.
II.
Issue a final judgment, in a form consistent with Rule 65(d) of the Federal Rules of Civil
Procedure, permanently enjoining Musk and his agents, servants, employees, and attorneys, and
those persons in active concert or participation with any of them, who receive actual notice of the

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judgment by personal service or otherwise, from violating Section 13(d) of the Exchange Act [15
U.S.C. § 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder.
III.
Order Musk to pay disgorgement of his unjust enrichment as a result of his violation,
together with prejudgment interest thereon, pursuant to Sections 21(d)(3), (5), and (7) of the
Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)].
IV.
Order Musk to pay a civil penalty pursuant to Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered, or to entertain any suitable application or motion for additional
relief within the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just and necessary.
JURY TRIAL DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands a
jury trial on all the issues so triable.

Dated:  January 14, 2025   Respectfully submitted,

                                                                        /s/            Robin            Andrews
Robin Andrews
Tel:      415.705.2486
Email: [email protected]
Bernard B. Smyth
Tel:      415.705.1052
Email: [email protected]
Securities and Exchange Commission
44 Montgomery Street, Suite 700
San Francisco, CA 94104

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      Melissa J. Armstrong
Tel:      202.551.4724
Email:  [email protected]
100 F Street, N.E.
Washington, D.C. 20549

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UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA  

 
 

 
SECURITIES AND EXCHANGE COMMISSION, 
100 F Street, N.E.  
Washington, DC 20549 
 

Plaintiff, 
v. 
 
ELON MUSK,  
c/o Quinn Emanuel Urquhart & Sullivan, LLP 
295 5th Avenue 
New York, NY 10016 
 

Defendant. 
 

 

 

 

Case No. 25-cv-105 
 
 
 
JURY TRIAL DEMANDED 

 
COMPLAINT 

Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges: 

SUMMARY OF THE ACTION 

1. Defendant Elon Musk failed to timely file with the SEC a beneficial ownership 

report disclosing his acquisition of more than five percent of the outstanding shares of Twitter’s 

common stock in March 2022, in violation of the federal securities laws. As a result, Musk was 

able to continue purchasing shares at artificially low prices, allowing him to underpay by at least 

$150 million for shares he purchased after his beneficial ownership report was due. 

2. In early 2022, Musk began to acquire a significant number of shares of Twitter 

common stock. By March 14, 2022, Musk had acquired beneficial ownership of more than five 

percent of the company’s outstanding common stock.  

3. During the relevant time, Section 13(d)(1) of the Securities Exchange Act of 1934 

(“Exchange Act”) and Rule 13d-1 thereunder required Musk to file with the SEC a beneficial 

ownership report disclosing his Twitter holdings within ten calendar days after crossing the five 

Case 1:25-cv-00105     Document 1     Filed 01/14/25     Page 1 of 11



 

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percent threshold, i.e., by March 24, 2022, in order to inform the investing public and the 

company that he had amassed this concentration of Twitter shares. Musk failed to do so. 

4. On April 4, 2022, eleven days after a report was due, Musk finally publicly 

disclosed his beneficial ownership in a report with the SEC, disclosing that he had acquired over 

nine percent of Twitter’s outstanding common stock. That day, Twitter’s stock price increased 

more than 27% over its previous day’s closing price. 

5. During the period that Musk was required to publicly disclose his beneficial 

ownership but had failed to do so, he spent more than $500 million purchasing additional shares 

of Twitter common stock. Because Musk failed to timely disclose his beneficial ownership, he 

was able to make these purchases from the unsuspecting public at artificially low prices, which 

did not yet reflect the undisclosed material information of Musk’s beneficial ownership of more 

than five percent of Twitter common stock and investment purpose. In total, Musk underpaid 

Twitter investors by more than $150 million for his purchases of Twitter common stock during 

this period. Investors who sold Twitter common stock during this period did so at artificially low 

prices and thus suffered substantial economic harm.  

JURISDICTION AND VENUE  

6. The Commission brings this action, and this Court has jurisdiction, pursuant to 

Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa].  

7. Venue is proper in this district pursuant to Exchange Act Section 27(a) [15 U.S.C. 

§ 78aa(a)] because Musk transacts business in this district and the violation of the federal 

securities laws alleged in this Complaint occurred within this district, specifically Musk’s failure 

to timely file a beneficial ownership report with the SEC. Musk made belated filings of 

beneficial ownership reports with the SEC on April 4, 2022 and April 5, 2022.  

DEFENDANT 

8. Elon Musk, age 53, resides in Austin, Texas and is a businessman and executive 

at various companies, including Tesla, Inc. (“Tesla”), where Musk serves as CEO. Musk 

regularly files beneficial ownership reports regarding his holdings of Tesla stock with the SEC. 

Case 1:25-cv-00105     Document 1     Filed 01/14/25     Page 2 of 11



 

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On April 13, 2022, Musk made an offer to purchase Twitter, and on April 25, 2022, Musk signed 

a merger agreement with Twitter in which he agreed to acquire the company in a take-private 

transaction.1 In October 2022, Musk completed the acquisition of Twitter, and Twitter common 

stock was delisted from the New York Stock Exchange (“NYSE”).  

RELEVANT ENTITY 

9. Twitter, Inc. (renamed X Corp. and privately owned by Musk and other investors 

after the events relevant to this Complaint) is a social media company. At all relevant times, 

Twitter was incorporated in Delaware with its principal place of business in San Francisco, 

California. Twitter conducted an initial public offering in 2013, and at all relevant times, its 

common stock was registered pursuant to Section 12(b) of the Exchange Act [15 U.S.C. § 78l(b)] 

and was publicly traded on the NYSE under the ticker symbol TWTR.  

STATUTORY AND REGULATORY FRAMEWORK 

10. As part of the Williams Act, passed in 1968, Congress enacted Section 13(d) of 

the Exchange Act to, among other things, help investors make informed investment decisions by 

providing information about accumulations of certain classes of equity securities of a company 

by persons who have the potential to change or influence control of that company. 

11. During the relevant time, Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) 

thereunder required any person who acquired beneficial ownership of more than five percent of 

any voting class of equity securities registered under Section 12 of the Exchange Act to file a 

Schedule 13D with the Commission within ten calendar days after crossing the five percent 

threshold.2 

 
1 When a publicly traded company is taken private, private investors buy all the company’s 
stock, and the company’s stock is deregistered and delisted from a national securities exchange. 
 
2 In 2023, the Commission adopted amendments to Rule 13d-1 to shorten the 10-calendar day 
deadlines referenced herein to five business days. See SEC Release No. 34-98704 (Oct. 10, 
2023), 88 Fed. Reg. 76896 (Nov. 7, 2023). Those amendments are not at issue here. 

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12. Section 13(d)(1) of the Exchange Act and Rule 13d-1(c) thereunder permit a 

person to file a Schedule 13G, in lieu of the Schedule 13D that is otherwise required to be filed, 

if the person “[h]as not acquired the securities with any purpose, or with the effect, of changing 

or influencing the control of the issuer, or in connection with or as a participant in any 

transaction having that purpose or effect” and if the person beneficially owns less than 20% of 

the class of securities. During the relevant time, a person eligible to report on Schedule 13G in 

reliance on Rule 13d-1(c) was required to file within ten calendar days after crossing the five 

percent threshold.  

13. Section 13(d) of the Exchange Act is a strict liability statute. 

FACTS 

A. Musk Accumulates Over Five Percent of Twitter’s Common Stock, But Fails to 
Disclose His Stake When Required 

14. On or about January 31, 2022, Musk’s personal wealth manager, acting at Musk’s 

direction, instructed a broker to start purchasing large blocks of shares of Twitter common stock 

on Musk’s behalf, but to not exceed five percent of Twitter’s outstanding common stock.  

15. Musk understood that any substantial increase in Twitter’s common stock price 

would increase his costs to purchase shares. Accordingly, Musk’s wealth manager cautioned the 

broker to make the purchases in a way that would minimize any increase in Twitter’s stock price 

that might result from the purchases.  

16. Musk and his wealth manager also understood that once Musk’s Twitter stake was 

disclosed to the public, Twitter’s common stock price might substantially increase.  

17. At the time Musk directed his wealth manager to purchase Twitter common stock, 

Musk and his wealth manager both understood that the federal securities laws required certain 

owners of more than five percent of a public company’s common stock to publicly disclose their 

ownership stake to the public by filing a report with the SEC. 

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18. As Musk’s wealth manager had requested, the broker purchased large blocks of 

shares of Twitter common stock on Musk’s behalf starting on January 31, 2022, and continued 

throughout February 2022. 

19. In or around late February 2022, the broker repeatedly suggested to Musk’s 

wealth manager that Musk obtain legal advice as to his obligations under the federal securities 

laws to publicly disclose his holdings if he became the beneficial owner of at least five percent of 

Twitter’s outstanding common stock.  

20. Neither Musk nor his wealth manager sought or obtained legal advice in February 

or March 2022 as to Musk’s obligations under the federal securities laws to publicly disclose his 

Twitter holdings.  

21. On or about February 28, 2022, the broker asked Musk’s wealth manager whether 

Musk wanted to continue buying shares of Twitter common stock up to and past the five percent 

beneficial ownership threshold. Musk’s wealth manager did not provide an answer until on or 

about March 8, 2022.  

22. At Musk’s direction, on or about March 8, 2022, Musk’s wealth manager 

instructed the broker to continue buying shares of Twitter common stock for Musk past the five 

percent threshold.  

23. On March 14, 2022, the broker purchased approximately 2.8 million shares of 

Twitter common stock on Musk’s behalf. As of the close of trading that day, Musk beneficially 

owned more than five percent of the outstanding shares of Twitter common stock. 

24. After the close of trading on March 14, 2022, the broker informed Musk’s wealth 

manager that Musk held more than five percent of the outstanding shares of Twitter common 

stock. Within a week of March 14, 2022, Musk’s wealth manager informed Musk that he held 

more than five percent of the outstanding shares of Twitter common stock.  

25. Because Musk crossed the five percent threshold on March 14, 2022, he was 

required to publicly disclose his Twitter holdings by filing a beneficial ownership report on 

Schedule 13D (or, if eligible, on Schedule 13G) with the SEC by March 24, 2022.  

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26. Between March 14, 2022, and March 24, 2022, Musk continued to purchase 

shares of Twitter common stock. As of the close of trading on March 24, 2022, Musk 

beneficially owned more than seven percent of the outstanding shares of Twitter common stock. 

27. Musk filed neither a Schedule 13D nor a Schedule 13G concerning his Twitter 

holdings with the SEC by March 24, 2022. 

B. Musk Continues to Accumulate Twitter Common Stock in the Days Following the 
Deadline to Disclose His Stake 

28. On Friday, March 25, 2022, Musk purchased almost 3.5 million shares of Twitter 

common stock at an average cost of approximately $38.20 per share. As of the close of trading 

that day, Musk beneficially owned nearly eight percent of the outstanding shares of Twitter 

common stock. 

29. On March 25, 2022, Musk knew approximately what percentage of outstanding 

shares of Twitter common stock he beneficially owned and that he had not yet disclosed his stake 

to the public by filing a beneficial ownership report with the SEC. 

30. In a conversation on Sunday, March 27, 2022, Musk privately informed a member 

of Twitter’s Board of Directors (“Board Member A”) that he owned at least seven percent of 

Twitter’s outstanding common stock. In this conversation, Board Member A suggested to Musk 

that he join Twitter’s Board of Directors. Musk expressed interest in doing so. In this 

conversation, Musk asked Board Member A whether he had ever considered taking Twitter 

private, and Board Member A said yes. 

31. Later on March 27, 2022, Board Member A sent a group text message to the chair 

of Twitter’s Board of Directors (“Board Chair”), another member of Twitter’s board (“Board 

Member B”), Twitter’s CEO, and Musk, writing, “Elon – everyone excited about prospect of you 

being involved and on board. Next step is for you to chat w three of them so we can move this 

forward quickly. Maybe we can get this done next few days .”  

32. On Monday, March 28, 2022, Musk purchased approximately 2.6 million shares 

of Twitter common stock at an average cost of approximately $38.77 per share. 

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33. On Tuesday, March 29, 2022, Musk purchased approximately 2.9 million shares 

of Twitter common stock at an average cost of approximately $40.30 per share. 

34. On Thursday, March 31, 2022, before trading began on the NYSE, Musk had a 

conversation with Board Member B. The two discussed Musk potentially joining Twitter’s 

Board of Directors. Musk stated during this conversation that he was considering, among other 

options, acquiring Twitter. 

35. On March 31, 2022, Musk purchased 2 million shares of Twitter common stock at 

an average cost of approximately $38.82 per share. 

36. In the evening of March 31, 2022, Musk met with Twitter’s CEO and the Board 

Chair in the San Francisco Bay Area. During that meeting, Twitter’s CEO and the Board Chair 

told Musk that they wanted Musk to join Twitter’s Board of Directors but needed to follow 

internal Twitter processes before the company could formally offer a board seat to him. During 

this meeting, Musk stated that he was considering, among other options, acquiring Twitter. 

37. On Friday, April 1, 2022, Musk purchased nearly 2.2 million shares of Twitter 

common stock at an average cost of approximately $39.34 per share. As of the close of trading 

that day, Musk beneficially owned over nine percent of the outstanding shares of Twitter 

common stock. 

38. On April 1, 2022, Musk’s wealth manager consulted an attorney regarding 

Musk’s disclosure obligations under the federal securities laws related to his beneficial 

ownership of more than five percent of Twitter’s stock. 

39. During a conversation on Sunday, April 3, 2022, Board Member B formally 

offered Musk a seat on Twitter’s Board of Directors. Musk verbally accepted the offer. Later that 

day, Twitter sent paperwork to Musk’s wealth manager for Musk to complete to join Twitter’s 

Board of Directors. 

 

 

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C. Musk Publicly Discloses His Stake in Twitter and Twitter’s Stock Price Increases 
Dramatically 

40. On Monday, April 4, 2022, before trading began on the NYSE, Musk filed with 

the SEC a beneficial ownership report on Schedule 13G, publicly disclosing for the first time that 

he beneficially owned more than five percent of the outstanding shares of Twitter common stock. 

The filing was eleven days late.  

41. The Schedule 13G showed that Musk beneficially owned more than nine percent 

of Twitter’s outstanding common stock. On the cover page of the Schedule 13G, Musk indicated 

that he was filing pursuant to Rule 13d-1(c)—i.e., because he had purportedly not acquired the 

Twitter common stock with the purpose of changing or influencing the control of Twitter. 

42. On April 4, 2022, after Musk filed the Schedule 13G, Twitter’s stock price 

increased more than 27%, closing at $49.97 per share compared to a close of $39.31 per share 

the prior trading day.  

43. On Tuesday, April 5, 2022, Musk publicly disclosed, among other things, that he 

had accepted a seat on Twitter’s Board of Directors and that he held more than nine percent of 

Twitter’s outstanding common stock, by filing a beneficial ownership report on Schedule 13D 

with the SEC. 

44. As a result of Musk’s failure to publicly disclose his Twitter holdings in a 

beneficial ownership report filed with the SEC by March 24, 2022—in violation of Section 

13(d)(1) of the Exchange Act and Rule 13d-1 thereunder—Musk paid significantly less for the 

shares of Twitter common stock he purchased between March 25, 2022 and April 1, 2022 than if 

he had timely disclosed. During that period, Musk spent more than $500 million acquiring 

additional shares of Twitter common stock.  

45. Had Musk publicly disclosed his Twitter holdings by filing a beneficial ownership 

report with the SEC by March 24, 2022 as required, Twitter’s stock price would likely have 

increased substantially at that point, instead of on April 4, 2022. If Musk had timely filed, he 

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would have had to pay at least $150 million more to acquire the same number of shares between 

March 25 and April 1, 2022. 

46. Musk’s violation resulted in substantial economic harm to investors selling 

Twitter common stock between March 25, 2022 and April 1, 2022. Those investors, unaware that 

Musk had accumulated more than five percent of Twitter common stock and unaware of Musk’s 

overall investment purpose, sold their shares at artificially low prices because the market had not 

yet priced in this material information. 

CLAIM FOR RELIEF 
Beneficial Ownership Disclosure Violation 

Violation of Section 13(d) of the Exchange Act and Rule 13d-1 thereunder 

47. The Commission re-alleges and incorporates by reference the allegations 

contained in paragraphs 1 through 46.  

48. As of March 14, 2022, Musk was, directly or indirectly, the beneficial owner of 

more than five percent of a voting class of equity securities registered pursuant to Exchange Act 

Section 12 [15 U.S.C. § 78l]. Musk failed to file with the Commission a required beneficial 

ownership report within the time then prescribed in Exchange Act Section 13(d) [15 U.S.C. 

§ 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder. 

49. By reason of the foregoing, Musk violated Section 13(d) of the Exchange Act [15 

U.S.C. § 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Musk committed the alleged violation. 

II. 

Issue a final judgment, in a form consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently enjoining Musk and his agents, servants, employees, and attorneys, and 

those persons in active concert or participation with any of them, who receive actual notice of the 

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judgment by personal service or otherwise, from violating Section 13(d) of the Exchange Act [15 

U.S.C. § 78m(d)] and Rule 13d-1 [17 C.F.R. § 240.13d-1] thereunder. 

III. 

Order Musk to pay disgorgement of his unjust enrichment as a result of his violation, 

together with prejudgment interest thereon, pursuant to Sections 21(d)(3), (5), and (7) of the 

Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)]. 

IV. 

Order Musk to pay a civil penalty pursuant to Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)]. 

V. 

Retain jurisdiction of this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered, or to entertain any suitable application or motion for additional 

relief within the jurisdiction of this Court. 

VI. 

Grant such other and further relief as this Court may determine to be just and necessary. 

JURY TRIAL DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands a 

jury trial on all the issues so triable. 
 
Dated:  January 14, 2025   Respectfully submitted, 
 
      /s/ Robin Andrews   

Robin Andrews 
Tel:  415.705.2486 
Email: [email protected]  

Bernard B. Smyth 
Tel:  415.705.1052 
Email: [email protected]  

Securities and Exchange Commission 
44 Montgomery Street, Suite 700 
San Francisco, CA 94104 

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      Melissa J. Armstrong 
Tel:  202.551.4724 
Email:  [email protected] 

100 F Street, N.E. 
Washington, D.C. 20549 

 
 

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