SEC v. Elon Musk Revocable Trust, Elon Musk — U.S. Securities and Exchange Commission Litigation Release No. 26548, dated May 4, 2026.
The SEC amended a complaint to add the Elon Musk Revocable Trust as a defendant for failing to timely report acquiring over 5% of Twitter's stock. The Trust agreed to a $1.5 million penalty and an injunction, which will lead to the dismissal of Elon Musk as a personal defendant.
In Plain English
Imagine you own a lot of shares in a company, like more than 5% of all the shares. The law says you have to tell the government, the SEC, within 10 days. This trust, which holds shares for Elon Musk, didn't tell the SEC for about 3 weeks after it bought too many shares. Because they were quiet, they could buy even more shares at prices that didn't yet reflect how much they owned. Now, the Trust has agreed to pay a $1.5 million fine to settle the case.
Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.
How the Alleged Scheme Worked
- Acquiring Significant Twitter Shares In early 2022, the Elon Musk Revocable Trust began buying a large number of Twitter, Inc. common stock shares. By March 14, 2022, the Trust had acquired beneficial ownership of more than five percent of the company's outstanding shares.
- Reporting Deadline Missed Under Section 13(d)(1) of the Exchange Act, the Trust was required to file a beneficial ownership report (Schedule 13D) within ten calendar days of crossing the five percent threshold. This deadline was March 24, 2022.
- Failure to Disclose The Revocable Trust failed to file the required beneficial ownership report by the March 24, 2022 deadline. This failure meant the investing public and the company were not informed of the Trust's significant concentration of Twitter shares.
- Continued Purchases at Artificially Low Prices During the period when the report was due but not filed, the Revocable Trust purchased an additional $500 million worth of Twitter common stock. Because the ownership stake was not disclosed, these purchases were made at prices that did not reflect the material information of the Trust's beneficial ownership and investment purpose.
- Belated Public Disclosure On April 4, 2022, eleven days after the report was due, the Trust finally made a public disclosure with the SEC, revealing that it had acquired over nine percent of Twitter's outstanding common stock.
- Market Reaction to Disclosure On the same day the Trust disclosed its holdings (April 4, 2022), Twitter's stock price surged by more than 27% compared to its previous day's closing price, indicating the market impact of the previously undisclosed significant ownership.
The Enforcement Action
On May 4, 2026, the SEC filed an amended complaint adding the Elon Musk Revocable Trust as a defendant for violating beneficial ownership reporting requirements. The Trust consented to a final judgment, subject to court approval, permanently enjoining it from violating Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, and ordering it to pay a civil penalty of $1.5 million. The SEC also moved for entry of this consent final judgment. If approved, the SEC will file a stipulated dismissal of Elon Musk in his personal capacity, resolving the case.
Named in this action: Elon Musk Revocable Trust, Elon Musk.