Elon Musk's revocable trust has agreed to pay a $1.5 million civil penalty to settle a U.S. Securities and Exchange Commission lawsuit over delayed disclosures of his Twitter shares in 2022. The settlement, filed Monday in Washington, D.C., federal court, requires approval from U.S. District Judge Sparkle Sooknanan.

The SEC sued Musk in January 2025, accusing him of violating securities laws by waiting 11 days to disclose crossing the 5% ownership threshold in late March and early April 2022. Regulators claimed the delay allowed Musk to purchase more than $500 million in shares at artificially low prices before revealing a 9.2% stake, saving him approximately $150 million at other investors' expense. Musk called the delay inadvertent and challenged the case on free speech grounds, but Judge Sooknanan rejected his bid to dismiss it in February.

Under the agreement, neither Musk nor the trust admits wrongdoing, and no disgorgement of profits is required. Musk's lawyer, Alex Spiro, described the outcome as vindication, stating, "Mr. Musk has now been cleared of all issues related to the late filing of forms in the Twitter acquisition, as we said from the outset he would be." He characterized the fine as "a small fine for being late on one filing."

The case stems from Musk's buildup of a Twitter stake ahead of his $44 billion acquisition of the platform in October 2022, which he later rebranded as X. Securities rules require investors crossing 5% to file a Schedule 13D form within 10 days. The SEC described the $1.5 million as the largest penalty ever for such a disclosure violation.

The settlement comes after the case shifted under the Trump administration's SEC, which amended the complaint to name Musk's trust rather than Musk personally. Originally filed during the Biden administration, the suit sought at least $150 million in recoupment, but sources noted proving that figure in court would have been challenging.

This is not Musk's first SEC clash. In 2018, he and Tesla each paid $20 million to resolve claims over tweets about taking Tesla private, with Musk stepping down as chairman for three years. A related investor class action in California resulted in a March jury verdict finding Musk liable for misleading statements on Twitter bot numbers, though he plans to appeal.

The SEC did not immediately comment on the proposed resolution beyond confirming settlement talks in prior filings. If approved, the deal ends a probe that began shortly after Musk's Twitter purchase.