Elon Musk Could Gain 56% Voting Control in $3.5T SpaceX-Tesla Merger Without Hitting Goals

Elon Musk could hold about 56% of the voting power in a combined SpaceX and Tesla under an acquisition scenario assessed by Barclays analysts. Musk disclosed on SpaceX's 20 October earnings call that both boards had established special committees to examine a merger. No terms have been agreed.

Musk has long sought greater control of Tesla. The company's board estimated in 2025 that completing his performance pay plan would leave him with about 29% of its votes. The proposed SpaceX-Tesla merger could provide majority voting control of the combined company without requiring him to meet the milestones attached to his compensation awards.

How Elon Musk Could Secure Majority Voting Control

Barclays estimates that Musk would own about 37% of the merged business if SpaceX acquired Tesla. His potential voting power would exceed his ownership stake because of the enhanced voting rights attached to his SpaceX shares.

The shares carrying those rights have 10 times the votes of ordinary stock. Under Barclays' scenario, that structure would allow Musk to hold a majority of the votes while owning a minority of the combined company.

Those percentages describe a possible acquisition structure, rather than agreed terms.

Musk, who runs both companies, has about 20% of Tesla's votes, according to the reported figures. He expressed concern on Tesla's October 2025 earnings call that he could be ousted after contributing to efforts to 'build this enormous robot army', referring to its humanoid robot ambitions.

Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware, characterised the compensation debate as a question of control.

'It's irrelevant', Elson stated. 'This package is a distraction from the real story, which is complete control'.

Elon Musk's Tesla Pay Award Would Remain Conditional

Shareholders approved Tesla's 2025 pay plan in November. It could award Musk stock worth about $1 trillion if Tesla reaches a market value of $8.5 trillion and fulfils operating targets, including 1 million robotaxis and 1 million humanoid robots.

Musk has not met those goals.

An acquisition would not automatically unlock the full package. Its change-of-control provisions would allow him to earn shares linked to market value targets without satisfying the operating requirements if Tesla were acquired.

Tesla would first need to reach a $2 trillion (£1.483 trillion) valuation in connection with the transaction for an award to become available. A merger could therefore deliver voting control while leaving the compensation package subject to separate financial conditions.

Elon Musk Already Controls Most SpaceX Votes

SpaceX has granted Musk voting rights on stock awards before he earns the underlying shares. He holds about 85% of its votes without having met the goals in its SpaceX pay plan, according to the reported figures.

The plan links awards to market value milestones and ambitions including a Mars colony of 1 million people and data centres in space. Research firm Equilar estimates that the shares would be worth $719 billion (£533 million) at the plan's highest market value target.

Those potential awards are distinct from voting rights that Musk can already exercise.

Kevin Murphy, a finance professor at the University of Southern California's Marshall School of Business, called the Mars goals 'pretty pie-in-the-sky'.

'He's an all-or-nothing kind of guy', Murphy stated. 'He doesn't want a couple cookies. He wants the whole bag'.

Compensation experts suggested that SpaceX's board could revise Musk's plan after a merger, potentially raising the targets to reflect a larger business.

Reported market values of about $1.85 trillion (£1.371 trillion) for SpaceX and $1.6 trillion (£1.186 trillion) for Tesla put their combined value at roughly $3.5 trillion (£2.594 trillion). That figure represents combined valuations, rather than an agreed acquisition price.

The merger described would require approval from a majority of all outstanding Tesla shares, rather than merely those voted. Tesla's annual meeting is scheduled for 3 December.