When SPCX insiders can sell

…into, exchangeable for or that represent the right to receive our common stock, are subject to a variety of other terms governing restrictions on the sale, short sale, transfer, hedging, pledging, or other disposition of their interests in our equity, pursuant to a number of different agreements and arrangements, for 180 days from the date of this prospectus (subject to timed automatic releases). See the section titled "Underwriting—Lock-up Agreements" for more information about these Transfer restrictions and related releases and exceptions. Goldman Sachs & Co. LLC may release any of the securities described above at any time, subject to applicable requirements. Registration Rights After the completion of this offering, holders of an aggregate of approximately 12.2 billion shares of our Class A common stock (including Class A common stock issuable upon conversion of Class B common stock……

…sdaq Texas under the symbol "SPCX." The number of shares of our Class A and Class B common stock that will be outstanding after this offering is based on 6,824,641,355 shares of Class A common stock and 5,695,668,265 shares of Class B common stock outstanding as of March 31, 2026, after giving effect to (i) the Class C Reclassification (as defined below) and (ii) the Preferred Conversion (as defined below). The amount of Class B common stock that will be outstanding after this offering includes 1,302,072,285 restricted shares of Class B common stock issued to and held of record by Mr. Musk, which may be voted by Mr. Musk, and the vesting of which is subject to the satisfaction of certain performance and other conditions. 1,000,000…

…r any successor form thereto with respect to any of our employee benefit plans described herein, (e) the establishment or amendment of a trading plan on behalf of our shareholders, officers or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock provided that (i) such plan does not provide for the transfer of our common stock during the lock-up period (except to the extent otherwise allowed pursuant to the terms of a lock-up agreement) and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of, or voluntarily made by, us regarding the estab…

…corporations, or other entities owned by certain qualified shareholders (as defined in the charter), including certain permitted non-for-profits as well as (v) certain transfers to bona fide trusts for the benefit of a charitable organization, contributions to which are deductible for federal income, estate, gift and generation skipping transfer tax purposes, to certain retirement accounts, and for certain estate or succession planning purposes. "Permitted Transferees" will include a transferee of shares of Class B common stock received in a Transfer that constitutes a "permitted transfer." No Preemptive or Other Rights Holders of the Company's Class A common stock, Class B common stock, and Class C common stock do not have preemptive, subscription, redemption rights, or sinking fund.

…ctions that exist, are proposed to exist or have existed or that we have entered into or propose to enter into with our directors, executive officers, holders of more than 5% of our capital stock or their affiliates and immediate family members since January 1, 2023 and where we have been or are to be a participant the amount involved exceeded or will exceed $120,000 and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or persons sharing their household with, any of these individuals, had or will have a direct or indirect material interest. Note Regarding the xAI Merger On February 2, 2026, we effected the xAI Merger, pursuant to which we acquired xAI (which includes X).

The reported amounts include 237,530 shares of Class A common stock pledged as security for personal indebtedness. (2) Includes (i) 2,472,035 shares of Class A common stock and 7,113,550 shares of Class B common stock held of record by Ms. Shotwell, (ii) 1,556,055 shares of Class A common stock held of record by QM GS 2021 Exempt Trust, of which Ms. Shotwell and her spouse serve as trustees, (iii) 1,556,005 shares of Class A common stock held of record by QM RS 2021 Exempt Trust, of which Ms.

Please refer to "Underwriting—Directed Share Program." Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The shares of Class A common stock will be ready for delivery on or about June 15, 2026. Joint Book-Running Managers Goldman Sachs & Co.

…ring and other information based thereon in this prospectus does not reflect any of the following 133,793,640 shares of Class A common stock and 358,169,015 shares of Class B common stock, in each case issuable upon the exercise of outstanding stock options granted under the Equity Plans (as defined below) that were outstanding as of March 31, 2026, with a weighted-average exercise price of $27.65 per share of Class A common stock and $8.22 per share of Class B common stock 128,455,370 shares of Class A common stock and 931,450 shares of Class B common stock, in each case issuable upon the vesting and settlement of restricted stock…