(Bloomberg/Nicola M White) — Elon Musk asked a federal judge to dismiss a US Securities and Exchange Commission lawsuit over his growing stake in Twitter Inc. in 2022, calling allegations that he cheated investors government overreach.
The Wall Street regulator alleged Musk blew the deadline to file a special form saying he had accumulated at least a 5% ownership stake in Twitter before launching his $44 billion takeover bid for the social media platform. By waiting too long, Musk cost Twitter shareholders more than $150 million, the SEC said.
“The SEC does not allege that Mr. Musk acted intentionally, deliberately, willfully, or even recklessly. The SEC does not allege that Mr. Musk caused any investor harm,” Musk’s attorneys wrote in a court filing late Thursday. “There is no intent. There is no harm. Simply put, this action is a waste of this court’s time and taxpayer resources.”
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The SEC sued Musk in January, less than a week before President Donald Trump took office. The case was closely watched because Musk was at the time a key Trump ally who had donated hundreds of millions of dollars to help him get elected in November 2024. Once Trump took office, Musk oversaw a massive restructuring of the federal government before he had a public falling out with the president and left Washington.
The case has also been fraught within the agency. Commissioner Mark Uyeda, a Republican who later would serve as the SEC’s acting chairman, took the unusual step of asking enforcement staff members to declare the case wasn’t motivated by politics, Bloomberg reported in February.
The lawsuit said Musk flouted US securities laws by failing to file within 10 days the form indicating that he had accumulated at least 5% of Twitter’s stock. Musk missed the deadline by 11 days, according to the SEC.
The SEC said the billionaire taking a huge position in the company would have sent the stock price soaring if his stake was public. The agency said investors who sold their shares during this time missed out on big gains. Musk also stockpiled shares at an unfair discount behind the scenes, according to the lawsuit.
Once he properly disclosed his purchase, Twitter shares surged 27%, the agency alleged.
The SEC first started probing Musk’s Twitter purchases in 2022. In September 2024, Musk stood up SEC attorneys who flew to Los Angeles for his deposition in the case, choosing to attend a rocket launch for his SpaceX company instead. Musk offered a few thousand dollars to cover the government lawyers’ travel expenses. The SEC balked.
When the SEC filed its suit, Musk’s attorney accused the agency of waging a multiyear “campaign of harassment” against the billionaire. He said at the time that the type of allegations against Musk would normally only carry a nominal penalty.
In a separate filing Thursday, Musk asked for the case to be transfered from federal court in Washington, DC, to western Texas, where X Corp. set up its headquarters after Musk changed the company’s name from Twitter.
“The location of the SEC’s headquarters cannot dictate the appropriate outcome of defendant’s motion to transfer where, as here, every other consideration weighs strongly in favor of transfer,” his lawyers wrote. “Forcing Mr. Musk to litigate in this district would merely perpetuate and compound the harm from the SEC’s years-long campaign against him.”
(Updates with details from court filing starting in third paragraph.)
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