Elon Musk misled Twitter shareholders, a US federal jury has found, in a civil case tied to his 2022 takeover of the social media company. The verdict came after a three-week trial in San Francisco and centered on whether Musk’s public comments about fake accounts and bots pushed Twitter’s share price lower before he completed the $44 billion deal.
The jury found Elon Musk liable for making false and misleading statements that affected the stock. However, it did not find that he carried out a wider scheme to defraud investors.
A nine-person jury decided that Musk misled Twitter shareholders through statements he made in May 2022, during a turbulent period in his bid to buy the company. The case focused on tweets and public comments in which Musk questioned Twitter’s estimate of spam and fake accounts.
One of the key posts said the Twitter deal was "temporarily on hold" while he waited for proof that fake accounts made up less than 5% of users. In another post, Musk said the figure could be "much" higher than 20%. Shareholders argued that those remarks shook confidence in the deal and pushed Twitter shares lower.
Jurors agreed that Musk violated a securities rule that bars false and misleading statements that can artificially affect a stock price. At the same time, they rejected a separate allegation that he engaged in a broader fraudulent scheme against investors.
The lawsuit was brought on behalf of investors who sold Twitter shares between May 13 and October 4, 2022. They claimed Musk’s public remarks lowered the company’s market value at a time when uncertainty around the acquisition was already growing.
According to the verdict, jurors awarded damages of roughly $3 to $8 per share per day for affected shareholders. Lawyers for the plaintiffs said that could place total damages at about $2.5 billion to $2.6 billion, though the final amount may still be reviewed in later court proceedings.
Plaintiffs argued that Musk’s comments came at a sensitive point in the takeover process and influenced how the market valued Twitter stock. Their legal team described the verdict as an important outcome for public market investors.
During the trial, former Twitter executives, including ex-chief executive Parag Agrawal and former chief financial officer Ned Segal, gave evidence. Musk also testified in person and defended his statements about bots on the platform.
Musk told the court that Twitter leadership had not been truthful about the level of fake accounts. He also said company officials failed to give him enough detail on how Twitter measured spam and bot activity. Those arguments became central to his earlier attempt to walk away from the deal.
Twitter sued Musk in Delaware in 2022 after he tried to back out of the acquisition. Before that case went to trial, he reversed course and completed the purchase in October 2022. He later renamed the platform X.
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After the decision, Musk’s lawyers said they would appeal. In a joint statement, they described the ruling as "a bump in the road" and said they looked forward to "vindication on appeal."
The verdict marks a legal setback for Musk, although the jury stopped short of backing every claim made by shareholders. The case now moves into a new stage, where appeal efforts and damage calculations are likely to shape what happens next.
For shareholders who brought the case, the ruling closes one part of a dispute that began during one of the most closely watched tech takeovers in recent years.