v3.26.1
Redeemable Convertible Preferred Stock and Shareholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Redeemable Convertible Preferred Stock and Shareholders’ Equity
Note 12 - Redeemable Convertible Preferred Stock and Shareholders’ Equity
SpaceX Preferred and Common Stock
Upon completion of the IPO, the Company's capital stock consists of common stock and preferred stock. The common stock is divided into three classes: Class A common stock ("Class A"), Class B common stock ("Class B"), and Class C common stock ("Class C") (collectively, "SpaceX Common Stock"). The Company also has one class of preferred stock ("SpaceX Preferred Stock").
As of June 30, 2026, the total number of shares of SpaceX Common Stock the Company is authorized to issue is 52,257 million shares, each with a par value of $0.001 per share: 36,132 million shares are Class A, 6,125 million shares are Class B, and 10,000 million shares are Class C. The Company is also authorized to issue 2,400 million shares of SpaceX Preferred Stock.
In May 2026, the Board approved the 2026 Stock Split, pursuant to which each share of the Class A, Class B, and Class C SpaceX Common Stock issued and outstanding was split into five shares of the same class of SpaceX Common Stock.
In connection with the IPO, the Company effected the following equity structure changes:
Conversion of Preferred Stock. All shares of SpaceX Redeemable Convertible Preferred Stock outstanding prior to the IPO were converted into a number of shares of Class A or Class B common stock.
Reclassification of Class C Common Stock. All shares of Class C common stock outstanding prior to the IPO were reclassified into Class A common stock.
Elimination of Class D Common Stock. The Company's Class D common stock was eliminated.
Amended and Restated Certificate of Formation. An amendment to the Company's amended and restated certificate of formation, which became effective immediately prior to completion of the IPO, reduced the authorized number of shares of SpaceX Preferred Stock to 2,400 million. SpaceX Preferred Stock has a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the Company's board of directors.
Effect of the xAI Merger
xAI Redeemable Convertible Preferred Stock
On xAI Merger Date, all outstanding shares of xAI Redeemable Convertible Preferred Stock converted into shares of SpaceX Common Stock, based on the share-for-share exchange mechanics specified in the Merger Agreement. Upon conversion, all shares of xAI Redeemable Convertible Preferred Stock were canceled and retired, and former xAI Redeemable Convertible Preferred Stock
shareholders received the applicable shares of SpaceX Common Stock. Any shares of xAI Redeemable Convertible Preferred Stock previously held by the Company were canceled and retired and did not receive any consideration.
Redeemable Convertible Preferred Stock
Each series of SpaceX and xAI Redeemable Convertible Preferred Stock (collectively, the “Combined Redeemable Convertible Preferred Stock”) as of December 31, 2025 consisted of the following (no shares of Combined Redeemable Convertible Preferred Stock were issued and outstanding as of June 30, 2026):
Outstanding (1)
December 31, 2025
SpaceX Redeemable Convertible Preferred Stock
Series A60.4 
Series A-10.2 
Series B5.1 
Series B-10.1 
Series C9.7 
Series D5.2 
Series E10.2 
Series F6.7 
Series G12.6 
Series H3.2 
Series I3.0 
Series J2.5 
Series K2.5 
Series L1.4 
Series M2.7 
Series N9.3 
Total SpaceX Redeemable Convertible Preferred Stock134.7 
xAI Redeemable Convertible Preferred Stock
Series A750.0 
Series A-1— 
Series B584.9 
Series C277.1 
Series D120.1 
Series E179.2 
Total xAI Redeemable Convertible Preferred Stock1,911.3 
Total Combined Redeemable Convertible Preferred Stock2,046.0 
__________________
(1)The number of issued redeemable convertible preferred stock is equal to the number of outstanding redeemable convertible preferred stock, with the exception of xAI Series A and xAI Series D, of which the number of issued shares is 1,000.0 million and 175.0 million as of December 31, 2025, respectively, due to redeemable convertible preferred stock held by X and SpaceX, respectively.
Common Stock
The following describes all of the activity that occurred within each class of SpaceX Common Stock during the three and six months ended June 30, 2026 and 2025, incorporating all activity that occurred within the class of xAI Common Stock on an as-converted basis to the class of SpaceX Common Stock it was converted into per the xAI Merger and X Merger.
Class A Common
Stock		Class B Common
Stock		Class C Common
Stock		Class D Common
Stock
Three Months Ended June 30, 2026SharesAmountSharesAmountSharesAmountSharesAmount
Balances at March 31, 20262,884 $3 2,418 $3 497 $0 — $— 
Issuance of common stock in connection with IPO, net of underwriting commissions and offering costs639 1 — — — — — — 
Common stock issued, net of tax withholding25 0 1 0 — — — — 
Conversion of redeemable convertible preferred stock to common stock3,448 3 3,274 3 — — — — 
Conversion between classes of common stock612 0 (115)0 (497)0 — — 
Repurchase of common stock(1)0 (9)0 — — — — 
Balances at June 30, 20267,607 $7 5,569 $6 — $— — $— 
Class A Common
Stock		Class B Common
Stock		Class C Common
Stock		Class D Common
Stock
Six Months Ended June 30, 2026SharesAmountSharesAmountSharesAmountSharesAmount
Balances at December 31, 20251,952 $3 643 $1 484 $0 — $— 
Issuance of common stock in connection with IPO, net of underwriting commissions and offering costs639 1 — — — — — — 
Common stock issued, net of tax withholding53 0 1,306 1 13 0 — — 
Conversion of redeemable convertible preferred stock pursuant to the xAI Merger886 0 537 1 — — — — 
Repurchase of common stock pursuant to xAI Merger(3)0 (20)0 — — — — 
Conversion of redeemable convertible preferred stock to common stock3,453 3 3,274 3 — — — — 
Conversion between classes of common stock637 0 (140)0 (497)0 — — 
Repurchase of common stock(10)0 (31)0 — — — — 
Balances at June 30, 20267,607 $7 5,569 $6 — $— — $— 
Class A Common
Stock		Class B Common
Stock		Class C Common
Stock		Class D Common
Stock
Three Months Ended June 30, 2025SharesAmountSharesAmountSharesAmountSharesAmount
Balances at March 31, 20251,862 $2 731 $1 431 $0 — $— 
Common stock issued, net of tax withholding3 1 — — 22 0 — — 
Conversion between classes of common stock2 0 (2)0 — — — — 
Repurchase of common stock— — (1)0 — — — — 
Balances at June 30, 20251,867 $3 728 $1 453 $0 — $— 
Class A Common
Stock		Class B Common
Stock		Class C Common
Stock		Class D Common
Stock
Six Months Ended June 30, 2025SharesAmountSharesAmountSharesAmountSharesAmount
Balances at December 31, 20241,832 $2 768 $1 423 $0 — $— 
Common stock issued, net of tax withholding21 1 1 0 29 0 — — 
Conversion of redeemable convertible preferred stock to common stock1 0 — — 1 0 — — 
Conversion between classes of common stock26 0 (26)0 — — — — 
Repurchase of common stock(14)0 (15)0 — — — — 
Transfer of equity in business combination1 0 — — — — — — 
Balances at June 30, 20251,867 $3 728 $1 453 $0 — $— 
The following describes the various rights and preferences of the SpaceX Common Stock:
Dividend Provisions
Subject to the prior rights of holders of all classes and series of stock at the time outstanding having prior rights as to dividends, holders of SpaceX Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any funds legally available, such dividends as may be declared from time to time by the Board of Directors. For the period from inception through June 30, 2026, no dividends were declared on SpaceX Common Stock.
Conversion Rights
Each share of Class B is convertible at the option of the holder, at any time, into one share of Class A. Each share of Class B will automatically convert into one share of Class A upon a transfer, other than a Permitted Transfer (as defined in the charter), of such share of Class B.
Voting Rights
Each holder of Class A is entitled to one vote for each share held. Each holder of Class B is entitled to ten votes for each share held. The holders of Class C have no voting rights, except as required by law.
Reserve for Unissued Shares of Common Stock
The Company is required to reserve and keep available out of its authorized but unissued shares of SpaceX Common Stock such number of shares sufficient to effect the conversion of all outstanding shares of Class B to Class A, and shares granted and available for grant under the Company’s share plans.
The amount of such shares of the SpaceX Common Stock reserved for these purposes at June 30, 2026 is as follows:
Number of Shares
Class AClass BClass C
Outstanding Class B5,569 — — 
Outstanding stock options120 352 — 
Outstanding RSUs122 — — 
Future grants under share-based compensation324 — — 
6,135 352 — 
Share Repurchases
During the three and six months ended June 30, 2026, the Company also repurchased a total of $80 million and $2,013 million, respectively, of SpaceX Common Stock (10.5 million and 41.0 million shares, respectively) and Redeemable Convertible Preferred Stock (— and 2.1 million shares, respectively) in a number of unrelated transactions with existing shareholders at their then-current fair market value. During the six months ended June 30, 2026, the Company repurchased $2,413 million (or 25.0 million shares) of SpaceX Common Stock from eligible current and former xAI employees as part of the xAI Merger.
Similarly, the Company repurchased $12 million (or 0.3 million shares) and $520 million (or 28.2 million shares) of SpaceX Common Stock from eligible current and former employees and existing shareholders during the three and six months ended June 30, 2025,
respectively. The Company only repurchased shares held by eligible participants for more than six months at a purchase price per share equal to the then current fair market value.
All SpaceX shares repurchased to date have been retired.