$2.6 Billion Jury Verdict Holds Elon Musk Liable for Misleading Twitter Shareholders

On March 20, 2026, after a three-week trial and four days of deliberation in the case of Pampena v. Musk[1], a nine-person federal jury found Elon Musk liable under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 for making materially false or misleading statement that artificially depressed Twitter’s stock price during his pending $44 billion acquisition of the company. Plaintiffs’ counsel described the verdict as the largest securities jury verdict in United States history, with estimated damages of up to $2.6 billion.

Background

In April 2022, Musk agreed to acquire Twitter for $54.20 per share. On May 13, 2022, he tweeted that the acquisition was “temporarily on hold” pending verification that spam and fake accounts represented less than 5% of users. Twitter’s stock fell nearly 10% that day. On May 17, he tweeted that the deal could not move forward until bot numbers were proven to be below 5%. Over the following months, shares dropped as low as $32.52, roughly 40% below the deal price.

Lead plaintiff Giuseppe Pampena filed suit on behalf of shareholders who sold Twitter securities between May 13 and October 4, 2022, alleging Musk deliberately made misleading statements to drive down the stock price and gain leverage to renegotiate or exit the deal.

Split Verdict

The jury found that the May 13 and May 17 tweets were materially false or misleading, establishing liability under Rule 10b-5(b). However, the jury rejected the broader “scheme to defraud” claims under Rules 10b-5(a) and (c), finding insufficient evidence of a coordinated artifice to defraud. Comments Musk made during a podcast appearance were found to be opinion and not actionable. Damages were calculated on a per-trading-day basis across the class period, with the final payout dependent on individual claim volume and anticipated appeals.

Why It Matters

The case is notable for its application of Rule 10b-5 to informal social media posts made during a live corporate acquisition. The verdict reinforces that a tweet which moves a stock price is subject to the same anti-fraud standards as a press release or SEC filing, and that the absence of legal review before posting does not reduce the speaker’s liability. Musk’s counsel at Quinn Emanuel Urquhart & Sullivan has signaled intent to vigorously appeal.