Musk Ordered to Pay $2 Billion In Twitter Shareholder Lawsuit, Found Liable But Absolved of Fraud
- by sfist
- Mar 22, 2026
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The jury in a lawsuit over Elon Musk’s 2022 takeover of Twitter found he misled investors by claiming he might walk away over the platform’s bot estimates, prompting some to sell during a downturn before he ultimately went through with the original deal — but fraud claims were dropped.
Nine jurors spent almost four days deliberating the arguments laid out during the nearly three week trial in a San Francisco federal court as part of a class-action lawsuit, as KQED reports, filed just before Elon Musk completed his $44 billion acquisition of Twitter in 2022, as SFist reported at the time.
The jury found he misled investors by publicly questioning the platform’s bot estimates and suggesting the deal could be paused, which attorneys argued drove down the company’s stock price in the weeks after he signed a binding agreement. Jurors rejected claims that he engaged in a broader scheme to defraud investors.
The Associated Press reports that attorneys estimate Musk could owe about $2.1 billion in damages to shareholders who sold stock during that period, citing losses tied to the drop in share price. Per KQED, Musk could end up owing closer to $2.6 billion when both shares and stock options are calculated, according to the plaintiffs’ lawyers, adding that damages will likely take six months to reach the plaintiffs.
Elon Musk testified at the trial that Twitter significantly undercounted fake and spam accounts, as the AP reports, citing that claim as his reason for attempting to back out of the deal after initially agreeing to acquire the company.
He tweeted that the deal was “temporarily on hold” over bot concerns as SFist reported at the time, then hours later said he remained committed, before again suggesting days later that bots could make up as much as 20% of users, as KQED reports. During that stretch, Twitter’s stock fell nearly 18%.
After attempting to withdraw, Twitter sued in Delaware to enforce the agreement, per the AP. Just before trial, Musk reversed course and agreed to complete the purchase at the original price, per SFist.
The AP reports that shares had fallen to about $33 — roughly 40% below the agreed purchase price — during the uncertainty, losses the lawsuit ties to investors who sold amid the volatility. Musk argued that completing the deal at the original price ultimately benefited most shareholders.
"I can't control whether people sell their stock, but everyone who held the stock fared extremely well," Musk said.
On the stand, as KQED reports, Elon Musk said his tweets reflected his personal views and were not intended to manipulate the market, while reiterating his belief that Twitter had understated the number of bots, at times claiming most replies to his posts were spam.
He pushed back on claims that investors were harmed, per KQED, arguing that those who held onto their shares ultimately benefited from the acquisition.
Plaintiffs argued Musk’s statements came as Tesla’s stock declined and the deal became more costly, alleging he sought to drive down Twitter’s share price to renegotiate or exit the agreement, as the AP reports. Their attorney said the tweets were deliberate, not impulsive, and urged jurors to compensate investors who sold at a loss after Musk said the deal was “on hold.”
“He was basically saying the company was a sham,” said Mark Molumphy, a lawyer for the plaintiffs, per KQED. Before Musk took it over, he said, “Twitter was an important institution in San Francisco. It was not a sham; it was a real company, and the way he dragged it through the mud in order to basically get a better deal was atrocious.”
Musk’s legal team repeatedly sought a mistrial, arguing he could not receive a fair trial in San Francisco due to public bias.
Attorneys for the plaintiffs called the verdict a precedent, signaling that executives must carefully consider public statements in high-stakes deals. This marks the first time a jury held Musk liable for his social media posts, though he had previously been acquitted in a 2018 Tesla-related investor case.
“Going forward, this will have a real chilling effect,” said Monte Mann, a Chicago-based business litigation partner, per KQED. “Executives and dealmakers will need to think carefully about how public statements can be interpreted — not just as disclosure, but as part of the negotiation itself.”
"It's an important victory, not just for investors of Twitter, but for the public markets," said Joseph Cotchett, an attorney for the plaintiffs, per NPR. "I think the jury's verdict sends a strong message that just because you're a rich and powerful person, you still have to obey the law, and no man is above the law."
SAN FRANCISCO, CALIFORNIA - MARCH 04: Elon Musk arrives at federal court on March 4, 2026 in San Francisco, California. Musk is on trial in a civil case for allegedly manipulating Twitter's stock price prior to his purchase of the company in 2022. (Photo by Josh Edelson/Getty Images) Please enable JavaScript to view the comments powered by Disqus.
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