A federal jury in San Francisco found Elon Musk liable for misleading Twitter investors through two social-media posts during his disputed 2022 purchase of the company, while rejecting a separate allegation that he carried out a broader fraudulent scheme.
The civil class action concerned shareholders who sold Twitter stock between May 13 and October 4, 2022, when uncertainty surrounded Musk's agreed $44 billion acquisition. Jurors considered two tweets and remarks he made on a podcast. They concluded that the tweets were misleading under securities rules, but treated the podcast statement as opinion and did not find that Musk had schemed to defraud investors.
One disputed post said the takeover was temporarily paused while Musk sought confirmation that spam or fake accounts represented fewer than 5% of users. Another suggested the proportion might exceed 20% and challenged Twitter's chief executive to substantiate the lower figure. The messages came after Musk had agreed in April 2022 to buy the platform.
Musk later attempted to terminate the transaction, accusing Twitter's leadership of misrepresenting how many automated accounts used the service and withholding information about its calculations. Twitter sued in Delaware to enforce the agreement. Shortly before that case was due for trial, Musk reversed course, paid the original price and completed the acquisition in October 2022. He subsequently renamed the platform X.
The shareholder trial lasted nearly three weeks and included testimony from Musk, former Twitter chief executive Parag Agrawal and former finance chief Ned Segal. Musk maintained that company executives had not been truthful about bots. Plaintiffs argued that his public statements depressed the share price while the deal remained uncertain, harming people who sold during that period.
The jury awarded damages calculated at different daily amounts per share, generally between about $3 and $8. The two supplied reports gave different aggregate estimates from plaintiffs' lawyers—approximately $2.1 billion and $2.5 billion—so the final total remained unclear from the evidence.
Lawyers for the shareholders described the result as an affirmation that public-market rules apply regardless of an individual's wealth or influence. Musk's legal team said it intended to seek vindication on appeal.
The split verdict was significant precisely because it distinguished between false or misleading statements and proof of an overarching plan. Musk was held responsible for the two posts, but the jury did not accept every theory advanced by investors. Any appeal could still alter the legal outcome or damages.
Twitter's share price had fallen below $33 while the transaction was in doubt, roughly 40% below the agreed purchase price. Investors who retained their shares ultimately received the deal price; the certified class focused on those who sold during the contested interval.
