Ford Motor (F) 10-K risk factor changes: FY2025 vs FY2024

Operational information systems, security systems, [removed: vehicles,] [added: products,] and services could be affected by cybersecurity incidents, ransomware attacks, and other disruptions and impact Ford, Ford Credit, their suppliers, and dealers. We rely on information technology networks and information systems, including in-vehicle systems and mobile devices, some of which are managed by suppliers, some of which are provided by third-party service providers, and some of which ultimately rely on other services provided to these third parties by unaffiliated service providers, to process, transmit, and store electronic information that is important to the operation of our business, our vehicles, and the services we offer.

Such incidents could materially disrupt operational information systems; result in loss or unwilling publication of trade secrets or other proprietary or competitively sensitive information; compromise the privacy of personal information of consumers, employees, or others; jeopardize the security of our facilities; disrupt or degrade service or our operations; affect the [removed: performance of in-vehicle systems or services we offer; and/or impact the safety of our vehicles.]

To facilitate access to the raw materials and other components necessary for the [removed: production] [added: manufacture] of [removed: electric vehicles,] [added: electrified products,] Ford has entered into and may, in the future, enter into multi-year commitments to raw material and other suppliers that subject Ford to risks associated with lower future demand for such items as well as costs that fluctuate and are difficult to accurately forecast. [removed: We have announced plans to significantly increase our electric vehicle production volumes; however, our] [added: Our] ability to [removed: produce higher volumes of electric vehicles] [added: manufacture electrified products] is dependent upon the availability of raw materials and other components necessary for the production of batteries, e.g., lithium, cobalt, [removed: and nickel, among others.][added: nickel.]

As described [removed: above under “*Ford is highly dependent on its suppliers to deliver components] in [removed: accordance with Ford’s production schedule] [added: the Liquidity] and [removed: specifications,] [added: Capital Resources section in Item 7 below,] and [removed: a shortage of or inability to timely acquire key components or raw materials can disrupt Ford’s production of vehicles*,”] [added: elsewhere herein,] to facilitate our access to such raw materials, we have entered into and we may, in the future, enter into offtake agreements and other long-term purchase contracts.

Unlike our standard arrangements with suppliers, under multi-year offtake agreements and other long-term purchase contracts, the risks associated with lower-than-expected [removed: electric] [added: electrified] vehicle production volumes or changes in battery technology that reduce the need for certain raw materials, batteries, or their components are borne by Ford rather than our suppliers.

As a result of the competition for and limited availability of the raw materials needed for our [removed: electric] [added: electrified] vehicle business, the costs of such materials are difficult to accurately forecast as they may fluctuate during the term of the offtake agreements and other long-term purchase contracts based on market conditions.

With a global footprint and supply chain, Ford’s results and operations [added: have been and] could [added: continue to] be adversely affected by economic or geopolitical developments, including protectionist trade policies such as tariffs, or other events. Because of the interconnectedness of the global economy, [removed: the challenges of a pandemic,] financial [removed: crisis,] [added: crises,] economic [removed: downturn] [added: downturns] or [removed: recession] [added: recessions] (including reduced consumer spending), [added: pandemics,] natural [removed: disaster, war,] [added: disasters, wars, social unrest,] geopolitical crises, or other significant events in one [removed: area of the world] [added: market] can have an immediate and material adverse impact on [added: other] markets [removed: around the world.][added: where Ford operates.]

[removed: In particular, China] [added: The continued strain in U.S.-China relations] presents unique risks to U.S. [removed: automakers due to the strain in U.S.-China relations,] [added: automakers, as does] China’s unique regulatory landscape, the level of integration with key components in our global supply chain, [added: the limited availability of various components] and [added: materials (including certain rare earth minerals and related products from China), and] the rapid development of the Chinese [removed: electric vehicle] [added: EV] industry, with Chinese [removed: electric] [added: electrified] vehicle manufacturers exporting their products to some key markets in which we operate.

Steps taken by governments to implement local content [removed: requirements] [added: requirements, restrict export and import activities,] or apply or consider applying additional or new tariffs on automobiles, parts, and other products and materials have [removed: the potential to disrupt existing] [added: disrupted] supply chains, [removed: impose] [added: imposed] additional costs on our business, and [removed: could lead] [added: led] to other countries attempting to retaliate by imposing [removed: tariffs,] [added: tariffs or other barriers,] which [removed: would] make our products more expensive for customers, and, in turn, [removed: could make] our products less [removed: competitive.][added: competitive, and this trend may continue.]

This could include governmental takeover (i.e., nationalization) of our manufacturing facilities or intellectual property, restrictive exchange or import controls, [added: changes to international trade agreements,] disruption of operations as a result of systemic political or economic instability, [added: social unrest,] outbreak of war or expansion of [removed: hostilities (such as the ongoing conflicts between Russia and Ukraine and between Israel and Hamas, heightened tensions in the Red Sea, and potential tensions in the South China Sea),] [added: hostilities,] and acts of terrorism, each of which could impact our supply chain as well as our [removed: operations and have a substantial adverse effect on our financial condition or results of] operations.

Further, the U.S. government, other governments, and international organizations could impose additional sanctions or export controls that could restrict us from doing business directly or indirectly in or with certain countries or parties, which could include affiliates, [added: disrupt our supply chain] and [added: production, and] potentially impact the repatriation of earnings.

Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and Ford’s reputation may be harmed based on positions it takes or if it is unable to achieve the initiatives it has announced. Although we conduct extensive market research before launching new or refreshed [removed: vehicles] [added: products] and introducing new services, many factors both within and outside our control affect the success of new or existing products and services in the marketplace, and we may not be able to accurately predict or identify emerging trends or preferences or the success of new products or services in the market.

Offering [removed: vehicles] [added: products] and services that customers want and value can mitigate the risks of increasing price competition, price sensitive customers, and declining demand, but products and services that are perceived to be less desirable (whether in terms of price, quality, styling, safety, overall value, fuel efficiency, or other attributes) can exacerbate these risks.

Insufficient demand for our products may also result in higher inventory levels, which may lead to downward pricing pressure, or reduced [removed: manufacturing efficiencies, which may reduce margins.]

[added: Further, our ability to successfully grow through capacity expansion and investments in the areas of electrification, connectivity, digital and physical services, and software services depends on many factors,] including advancements in technology, regulatory [removed: changes,] [added: changes (e.g., new or revised government mandates and incentives),] infrastructure development (e.g., a widespread vehicle charging network), and other factors that are difficult to predict, that [added: have affected and] may [removed: significantly] [added: continue to] affect [added: significantly] the future of [removed: electric] [added: electrified] vehicles, autonomous and driver assistance technologies, digital and physical services, and software services.

Traditional competitors are expanding their offerings, and new types of competitors (particularly in our areas of strength, e.g., [removed: pick-up] [added: pickup] trucks, utilities, and commercial vehicles) that may possess superior technology, may have business models with certain aspects that are more efficient, [removed: and] are not subject to the same level of fixed costs as us, [added: and/or have the support of domestic government mandates that advantage them and hinder our ability to compete,] are entering the market.

For example, Chinese [removed: electric] [added: electrified] vehicle producers are exporting their products to some key markets in which we operate.

[removed: We] [added: Our plans continue to include offering electrified versions of many of our vehicles as well as solely electric nameplates, although we] have observed lower than initially anticipated industrywide [removed: electric vehicle] [added: EV] adoption rates.

[removed: This trend] [added: Low EV adoption rates] may [removed: continue,] [added: persist,] including as a result of the regulatory framework in various markets shifting away from supporting the [removed: rapid] adoption of electrified [removed: vehicles, if there is a] [added: vehicles (as was the case in the United States in 2025); any] negative perception of our [added: electrified] vehicles or [removed: about electric vehicles] [added: EVs] in [removed: general, if we are unable] [added: general; an inability] to or [removed: are delayed] [added: delay] in developing or embracing new technologies or [removed: processes, or if consumers prefer our competitors’ vehicles, and there could be an adverse impact on our financial condition] [added: processes;] or [removed: results of operations.][added: shifts in consumer preference.]

We have announced interim emissions targets approved by the Science Based Targets initiative [removed: (SBTi)] [added: (“SBTi”)] and made other statements about similar initiatives.

To the extent we are unable to achieve these [removed: initiatives or our plans for our electrification transition do not succeed,] [added: initiatives,] it may harm our reputation or we may not otherwise receive the expected return on the investment.

Other parties may object to the positions we have or are perceived to have taken and may, in the future, take or be perceived to take on [removed: environmental,] [added: sustainability,] social, or other issues, or in the event we change our position on such issues, which may result in a loss of customers, a boycott of our products or services, [added: litigation, investigations, information requests,] or other actions that may impact not only our brand and reputation but also our results of operations, financial condition, and the price of our Common Stock.

Moreover, new offerings, including those related to [removed: electric] [added: electrified] vehicles and autonomous driving technologies, may present technological challenges that could be costly to implement and overcome and have subjected us and may continue to subject us to customer claims, government investigations, and recalls of our vehicles if they do not operate as anticipated.

[removed: In addition, since new technologies are subject to market acceptance, a malfunction involving any] manufacturer’s vehicle using autonomous or driver assist technologies may negatively impact the perception of such technologies and erode customer trust.

Ford may face increased price competition for its products and services, including pricing pressure resulting from industry excess capacity, currency fluctuations, competitive actions, [added: legal and policy changes,] or economic or other factors, particularly for [removed: electric] [added: electrified] vehicles. The global automotive industry is intensely competitive, with installed manufacturing capacity generally exceeding current demand.

[removed: Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which have] [added: This environment has] led us, and may in the future lead us, to adjust our [added: investments,] spending, production, [removed: and/or] [added: and] product [added: and future technology] launches to better match the pace of [removed: electric vehicle] [added: EV] adoption.

The trend may be [added: further] exacerbated as [added: recent] policy [removed: change] [added: changes] in the United States [removed: could reduce] [added: have reduced] or [removed: eliminate] [added: eliminated] supply- and demand-side [added: EV] incentives, [removed: resulting in slower] [added: which may further slow the] adoption of EVs.

As a result of the lower-than-anticipated adoption rates, near-term pricing pressures, and other factors, we have [removed: accrued] [added: recorded] and may continue to incur charges related to payments to our [removed: electric vehicle-related] [added: EV-related] suppliers (battery, raw material, or otherwise), inventory adjustments, [added: impairments,] or other matters.

Battery costs remain high, which is detrimental to [removed: electric vehicles] [added: EVs] reaching pricing parity with ICE vehicles and further exacerbates the pricing pressures on [removed: electric vehicles.][added: EVs.]

Furthermore, [removed: as we invest] [added: given our existing and continued investment] in battery production, [removed: including the construction of battery plants,] if we are unable to operate [removed: those plants] [added: battery facilities] at their expected capacity because [removed: electric vehicle] [added: EV] adoption rates [removed: remain] [added: or the demand for such batteries is] lower-than-anticipated or otherwise, we may be unable to recoup [removed: the investments we have made.][added: our investments.]

[removed: As electric vehicle] [added: Conversely, should EV] adoption rates [removed: increase,] [added: increase again in] the [added: future, the] risk of excess capacity, particularly for internal combustion engine trucks and utilities, may be exacerbated.

Changes in commodity and energy prices (from [removed: tariffs and the actions taken by Russia in Ukraine, as discussed above under “*With a global footprint and supply chain, Ford’s results and operations could be adversely affected by economic or] [added: tariffs,] geopolitical developments, [removed: including protectionist trade policies such as tariffs,] or [removed: other events*,” or] otherwise), currency exchange rates, and interest rates cannot always be predicted, hedged, or offset with price increases to eliminate earnings volatility.

Further, despite some recent rate cuts, over the last several years interest rates have increased significantly as central banks in developed countries attempt to subdue inflation, [removed: and] [added: and, as inflation risks remain elevated,] there is no assurance that [removed: they] [added: interest rates] will [removed: not remain elevated for a multi-year period.][added: ultimately return to their prior low levels.]

Elevated interest rates would make government [removed: debts] [added: debt] more expensive to finance, and in that environment, businesses would face a higher cost of capital, impacting capital intensive businesses such as Ford.

Ford’s results are dependent on sales of larger, more profitable vehicles, particularly in the United States. A shift in consumer preferences away from larger, more profitable vehicles with internal combustion engines (including trucks and utilities) to [removed: electric or] other vehicles in our portfolio that may be less profitable could result in an adverse effect on our financial condition or results of operations.

Despite recent trends, if demand for [removed: electric] [added: electrified] vehicles grows at a rate greater than our [added: plan or] ability to increase our production capacity for those vehicles, lower market share and revenue, as well as facility and other asset-related charges (e.g., accelerated depreciation) associated with the production of internal combustion vehicles, may result.

In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones) and other factors that accelerate the transition to [removed: electric vehicles] [added: EVs in various markets] may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

Moreover, governmental restrictions on the sale, purchase, or use of internal combustion engine vehicles (e.g., city access restrictions) may limit our ability to sell some of our more profitable [removed: vehicles.][added: vehicles in various markets.]

Vehicle sales are affected by overall economic and market conditions [removed: (such as] [added: (e.g.,] the level of interest rates and [removed: tariffs),] [added: tariffs; the impact of higher-than-anticipated inflation on vehicle affordability),] consumer sentiment and behavior, and [removed: developing] [added: other] trends such as shared vehicle ownership and ridesharing services.

The impact of government incentives on Ford’s business [added: has been and] could [added: continue to] be significant, and Ford’s receipt of government incentives could be subject to reduction, termination, or clawback. We receive economic benefits from national, state, and local governments in various regions of the world in the form of incentives designed to encourage manufacturers to establish, maintain, or increase investment, workforce, or production.

Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, commercial relationships, or business strategies or the benefits may take longer than expected to materialize. We have invested in, formed strategic alliances or entered into commercial relationships with, and announced or formed joint ventures with a number of companies, and we may expand those relationships or enter into similar relationships with additional companies.

These initiatives typically involve enormous complexity, may require a significant amount of capital, and may involve a lengthy regulatory approval process.

As a result, we may not be able to complete anticipated transactions, the anticipated benefits of these transactions may not be realized, or the benefits may be delayed.

For example, we may not successfully integrate an alliance or joint venture with our operations, including the implementation of our controls, systems, procedures, and policies, we may be unable to retain key employees, or unforeseen expenses or liabilities may arise that were not discovered during due diligence prior to an investment or entry into a strategic alliance, or a misalignment of interests may develop between us and the other party.

Further, to the extent we share ownership, control, or management with another party in a joint venture, our ability to influence the joint venture may be limited, and we may be unable to prevent misconduct or implement our compliance or internal control systems.

Moreover, negative publicity, government investigations, or litigation involving a company with which we have a business or supply relationship, including licensing intellectual property, may have an adverse effect on our reputation.

In order to secure critical materials to manufacture our products, we have entered into and may, in the future, enter into offtake agreements and other long-term purchase contracts with raw materials and other suppliers and make investments in certain raw material, battery, and suppliers; however, we may not realize the anticipated benefits of these actions and our efforts to have our suppliers, particularly those in less developed markets, adopt Ford’s sustainability and other standards may be unsuccessful, which could have an adverse impact on our reputation and may expose us to litigation or investigations as a result of our relationships with such suppliers.

In addition, the implementation of a new or different business strategy may not be successful or may lead to the disruption of our existing business operations, including distracting management from current operations.

For example, the new battery energy storage business we announced in the fourth quarter of 2025 or our efforts to evaluate and implement alternative distribution models and channels for our products and services from those we have traditionally used may be challenged or may not succeed or be as successful as our historical arrangements.

External factors may also impact the success of our initiatives.

For example, our business and strategy are susceptible to tensions in U.S.-China relations and the rapid development of the Chinese electrified vehicle industry, with domestic Chinese producers exporting to some key markets in which we operate.

In addition, as we implement our strategy to provide customers freedom of choice to select the powertrain that best suits their needs and maintain manufacturing flexibility to meet shifting customer demand, we have in the past taken, and may in the future take, actions such as adjusting our investments and spending, not fully utilizing or reducing the capacity of our existing or future plants, reducing production hours or shifts, cancelling programs or deciding to no longer produce vehicles already in production, or delaying vehicle and technology launches, and we have in the past and may in the future become subject to claims by suppliers or other parties, incur charges related to impairments, asset write-downs, or inventory adjustments, or lose or become obligated to repay government incentives as a result.

For example, we have taken, and may in the future take, such actions to better match the pace of EV adoption, which has been lower than anticipated industrywide.

Results of operations from new activities may be lower than anticipated or our existing activities, and, if a strategy is unsuccessful, we may not recoup our investments, which may be significant, in that strategy.

Further, as our strategy evolves in an area, we may be unable to utilize or redeploy our existing assets or investments in that or other areas, which may lead to impairments and other cash and non-cash charges.

Moreover, we have in the past incurred and may in the future incur charges and continue to have financial exposure following a change in strategy, a strategic divestiture, a cessation of operations in a market, or a decision to unwind an existing venture or relationship.

For example, in December 2025, we announced our updated EV strategy, the expected disposition of our investment in BlueOval SK, LLC, and the charges we expected to record related to those items.

Failure to successfully and timely realize the anticipated benefits of the transactions or strategies described herein could have an adverse effect on our financial condition or results of operations.

Ford may not realize the anticipated benefits of restructuring actions and such actions may cause Ford to incur significant charges, disrupt our operations, or harm our reputation. We continually review and evaluate our business to find opportunities to make our operations more efficient and reduce costs.

In doing so, we have taken, and may in the future take, restructuring actions, such as strategic divestitures, unwinding an existing venture or relationship, or ceasing operations in a market, particularly for those businesses where a path to sustained profitability is not feasible in light of the capital allocation requirements or for other reasons.

Our plans for implementing such actions may be accelerated by shifting industry dynamics and new entrants to our industries with which we must compete.

These actions may include employee separations, a reduced footprint (e.g., plant closures or smaller operations at existing plants or plants that are not yet on-line), operating our plants at less than full capacity (e.g., reducing shifts), cancelling products or programs, or shifting our strategy for the deployment of technologies.

Such restructuring actions have caused us and may in the future cause us to incur significant costs; record impairments or other charges; subject us to potential claims from employees, suppliers, dealers, other counterparties, or governmental authorities (including a reduction or clawback of

incentives); disrupt our operations; distract management from current operations; or harm our reputation.

Further, we may not realize the expected benefits of such restructuring actions (e.g., anticipated cost savings), such benefits may be delayed, or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action.

Failure to develop and deploy secure digital services that appeal to customers, retain existing subscribers, and grow our subscription rates could have a negative impact on Ford’s business. A growing part of our business involves connectivity, digital and physical services, and integrated software services, and we are devoting significant resources to develop this business.

Further, we have announced our plans and expectations for integrated services to become a larger portion of our revenue and earnings by offering new and differentiated products, retaining existing subscribers, and growing subscription rates with new customers.

If we do not develop, deliver, and make available standardized technologies that customers can easily adopt and use, fail to generate sufficient demand for our integrated software and digital services, or if customers do not opt to activate the modems in our vehicles, which would hinder our ability to offer and sell such services, we may not grow revenue in line with the costs we are investing or achieve profitability on our increasingly digitally-connected products.

Shifting public policy regarding data privacy and the effects of artificial intelligence has caused and may in the future cause us to incur substantial costs to modify our operations or business practices, reduce consumers’ willingness to engage with our offerings, or cause delays or lapses in the availability of our products or services in various jurisdictions.

We must convince prospective users of the benefits of our subscription services and our existing users of the continued value thereof.

This depends in large part on our ability to offer exceptional services, competitive pricing, integrated functionality, and a satisfying user experience.

Further discussion of risks associated with market acceptance of our services and the evolving regulatory landscape is provided elsewhere herein.

We contract with third parties to offer digital content to customers and license technologies for use in our software and digital services.

This includes the right to sell, or offer subscriptions to, third-party content, as well as the right to incorporate specific content into our own services; however, continuation of these third-party licensing and other arrangements, or their renewal on commercially reasonable terms, is not guaranteed or may be unavailable.

Moreover, while we seek to grow our share of this business, third parties may be less inclined to continue developing or licensing software for Ford’s products or permit the Company to distribute their content, or such providers may offer competing products and services to the detriment of our business.

If we are unable to offer integrated software applications and digital services on competitive terms, it may reduce customer demand or increase our costs to provide such applications and services, which we may be unable to pass on to customers.

Alternatively, we may have to develop or license new content or technology to provide digital services, and there can be no assurance we would be able to develop or license such content or technology at a reasonable cost or in a timely manner, either of which could have a negative impact on our financial condition, results of operations, or reputation.

Sophisticated software integration may have issues that can unexpectedly interfere with the intended operation of hardware or other software products and services.

In addition, the services we offer can have quality issues and may, from time to time, experience outages, service slowdowns, or errors.

Moreover, the reliance of our services on cloud-based systems and other digital infrastructure owned by third parties creates particular risk.

The new, substantial tariff increases on imports to the United States from Canada and Mexico (in addition to China) announced on February 1, 2025, should they be implemented and sustained for an extended period of time, would have a significant adverse effect, including financial, on the overall automotive industry, Ford, and our supply chain.

Further, any additional tariffs in the United States or retaliatory tariffs imposed by other governments would exacerbate the impact.

Further, our ability to successfully grow through capacity expansion and investments in the areas of electrification, connectivity, digital and physical services, and software services depends on many factors,

We have announced our intent to continue making multi-billion dollar investments in electrification and software services.

Our plans include offering electrified versions of many of our vehicles, including the F-150 Lightning and E-Transit which we introduced in recent years.

Further, as discussed below under “*Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations,*” lower than planned market acceptance of our vehicles may impact our strategy to comply with fuel economy standards.

The U.S. Inflation Reduction Act (“IRA”) provides, among other things, financial incentives in the form of tax credits to grow the domestic supply chain and domestic manufacturing base for electric vehicles, plug-in hybrid vehicles (“PHEVs”), and other “clean” vehicles.

The law likewise incentivizes the purchase of clean vehicles and the infrastructure to fuel them.

The IRA authorizes tax credits to manufacturers for the domestic production of batteries and battery components for EVs and PHEVs, and this credit is expected to improve the financial performance of domestic battery manufacturers, including the new operations at our upcoming facility in Michigan and BlueOval SK’s facilities in Kentucky and Tennessee.

Further, the degree of success of some of our investment strategies depends upon IRA tax credit eligibility and for those credits to continue to remain available through the currently contemplated expiration.

The IRA also authorizes tax credits for purchasers of qualified commercial and retail clean vehicles.

Ford expects that most commercial customers that purchase an EV or PHEV will be eligible for the commercial clean vehicle credit, although it is unclear at this time how many commercial vehicle purchasers will have the underlying federal tax liability that is necessary to actually monetize this credit.

In their current form, the IRA’s tax credit and the commercial clean vehicle credit would, together, likely influence commercial fleets, governmental fleets, and other vehicle purchasers in their evaluation of a transition from internal combustion engine vehicles to EVs and PHEVs.

To claim the retail tax credit, the IRA establishes numerous and complex prerequisites, including that the vehicle must be assembled in North America; the vehicle must be under specified limitations on manufacturer suggested retail price (“MSRP”); purchaser income limitations; any vehicle that contains “battery components” that were “manufactured or assembled” by a “foreign entity of concern” will be ineligible; and, starting in 2025, any vehicle that contains battery materials that were “extracted, processed, or recycled” by a “foreign entity of concern” will be ineligible.

A “Critical Minerals Credit” is available for those vehicles that have a specified percentage of critical minerals that are “extracted or produced” in the United States, in a country with which the United States has a Free Trade Agreement, or that is “recycled” in North America.

A “Battery Components Credit” is available for those vehicles that have a specified percentage of “value” of its battery “components” that are “manufactured or assembled” in North America.

Although we ultimately expect the IRA to benefit Ford and the automotive industry in general, this would be the case only insofar as the IRA remains in place in its current form.

Some policymakers have expressed an intent to repeal or restrict eligibility for elements of the IRA, however, including those credits discussed above, which would adversely affect Ford and the industry.

To the extent these elements remain in place or are replaced with new laws that provide benefits using comparable eligibility criteria, the availability of such benefits to Ford will depend on the further development and improvement of the U.S. battery supply, sufficient access to raw materials within the scope of the IRA, and the terms of the regulations and guidance (and the limitations therein) the U.S. government issues for such benefits, which will ultimately determine which vehicles qualify for incentives and the amount thereof.

Automakers that better optimize eligibility for their vehicles, as compared to their competition, will have a competitive advantage.

In addition, as discussed below under “*Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations*” and “*Ford Credit could be subject to new or increased credit regulations, consumer protection regulations, or other regulations*,” regulatory standards and interpretations may change on short notice and impact our compliance status.

Litigation also is inherently uncertain, and we have in the past experienced, and could in the future experience, significant adverse results, including

| | | | For the Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | |

| Depreciation and tooling amortization | | | [removed: 5,038] [added: 5,245] | | | | | | [removed: 2,529] [added: 2,589] | | | | | | — | | | | | | [removed: 7,567] [added: 7,834] | | |

| Provision for credit and insurance losses | | | [removed: 13] [added: 2] | | | | | | [removed: 562] [added: 614] | | | | | | — | | | | | | [removed: 575] [added: 616] | | |

| Pension and OPEB expense/(income) | | | [removed: 149] [added: 1,062] | | | | | | — | | | | | | — | | | | | | [removed: 149] [added: 1,062] | | |

| Equity method investment (earnings)/losses and impairments in excess of dividends received | | | [removed: (277)] [added: 3,563] | | | | | | [removed: (10)] [added: 9] | | | | | | — | | | | | | [removed: (287)] [added: 3,572] | | |

| Foreign currency adjustments | | | [removed: 317] [added: 9] | | | | | | [removed: (90)] [added: (96)] | | | | | | — | | | | | | [removed: 227] [added: (87)] | | |

| Net realized and unrealized (gains)/losses on cash equivalents, marketable securities, and other investments | | | [removed: 45] [added: (317)] | | | | | | [removed: (3)] [added: (29)] | | | | | | — | | | | | | [removed: 42] [added: (346)] | | |

| Provision for/(Benefit from) deferred income taxes | | | [removed: 74] [added: (4,785)] | | | | | | [removed: 276] [added: 249] | | | | | | — | | | | | | [removed: 350] [added: (4,536)] | | |

| Decrease/(Increase) in finance receivables (wholesale and other) | | | — | | | | | | [removed: (4,299)] [added: 4,992] | | | | | | — | | | | | | [removed: (4,299)] [added: 4,992] | | |

| Decrease/(Increase) in intersegment receivables/payables | | | [removed: 529] [added: 239] | | | | | | [removed: (529)] [added: (239)] | | | | | | — | | | | | | — | | |

| Decrease/(Increase) in accounts receivable and other assets | | | [removed: (2,230)] [added: (2,838)] | | | | | | [removed: (267)] [added: 47] | | | | | | — | | | | | | [removed: (2,497)] [added: (2,791)] | | |

| Decrease/(Increase) in inventory | | | [removed: 27] [added: 539] | | | | | | — | | | | | | — | | | | | | [removed: 27] [added: 539] | | |

| Increase/(Decrease) in accounts payable and accrued and other liabilities | | | [removed: 8,106] [added: 9,707] | | | | | | [removed: 319] [added: 396] | | | | | | — | | | | | | [removed: 8,425] [added: 10,103] | | |

| Interest supplements and residual value support to Ford Credit | | | [removed: (5,349)] [added: (4,011)] | | | | | | [removed: 5,349] [added: 4,011] | | | | | | — | | | | | | — | | |

| Net cash provided by/(used in) operating activities | | | $ | [removed: 11,823] [added: 8,351] | | | | | $ | [removed: 3,600] [added: 12,931] | | | | | $ | — | | | | | $ | [removed: 15,423] [added: 21,282] | |

| Acquisitions of finance receivables and operating leases | | | — | | | | | | [removed: (59,720)] [added: (55,747)] | | | | | | — | | | | | | [removed: (59,720)] [added: (55,747)] | | |

| Collections of finance receivables and operating leases | | | — | | | | | | [removed: 45,159] [added: 45,710] | | | | | | — | | | | | | [removed: 45,159] [added: 45,710] | | |

| Purchases of marketable securities and other investments | | | [removed: (12,026)] [added: (9,050)] | | | | | | [removed: (274)] [added: (407)] | | | | | | — | | | | | | [removed: (12,300)] [added: (9,457)] | | |

| Sales and maturities of marketable securities and other investments | | | [removed: 11,990] [added: 9,703] | | | | | | [removed: 356] [added: 360] | | | | | | — | | | | | | [removed: 12,346] [added: 10,063] | | |

| Settlements of derivatives | | | [removed: 175] [added: 54] | | | | | | [removed: (443)] [added: (497)] | | | | | | — | | | | | | [removed: (268)] [added: (443)] | | |

| Capital contributions to equity method investments | | | [removed: (2,323)] [added: (1,172)] | | | | | | — | | | | | | — | | | | | | [removed: (2,323)] [added: (1,172)] | | |

| Returns of capital from equity method investments | | | [removed: 1,465] [added: 1,702] | | | | | | — | | | | | | — | | | | | | [removed: 1,465] [added: 1,702] | | |

| Investing activity (to)/from other segments | | | [removed: 500] [added: 1,650] | | | | | | [removed: 4] [added: —] | | | | | | [removed: (504)] [added: (1,650)] | | | | | | — | | |

| Net cash provided by/(used in) investing activities | | | $ | [removed: (8,854)] [added: (5,699)] | | | | | $ | [removed: (15,012)] [added: (10,700)] | | | | | $ | [removed: (504)] [added: (1,650)] | | | | | $ | [removed: (24,370)] [added: (18,049)] | |

| Cash payments for dividends and dividend equivalents | | | $ | [removed: (3,118)] [added: (2,989)] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: (3,118)] [added: (2,989)] | |

| Purchases of common stock | | | [removed: (426)] [added: —] | | | | | | — | | | | | | — | | | | | | [removed: (426)] [added: —] | | |

| Net changes in short-term debt | | | [removed: 519] [added: 610] | | | | | | [removed: (795)] [added: 44] | | | | | | — | | | | | | [removed: (276)] [added: 654] | | |

| Proceeds from issuance of long-term debt | | | [removed: 110] [added: 1,372] | | | | | | [removed: 57,202] [added: 48,316] | | | | | | — | | | | | | [removed: 57,312] [added: 49,688] | | |

| Payments on long-term debt | | | [removed: (152)] [added: (1,195)] | | | | | | [removed: (45,528)] [added: (49,108)] | | | | | | — | | | | | | [removed: (45,680)] [added: (50,303)] | | |

| Financing activity to/(from) other segments | | | [removed: (4)] [added: —] | | | | | | [removed: (500)] [added: (1,650)] | | | | | | [removed: 504] [added: 1,650] | | | | | | — | | |

| Net cash provided by/(used in) financing activities | | | $ | [removed: (3,263)] [added: (2,360)] | | | | | $ | [removed: 10,244] [added: (2,495)] | | | | | $ | [removed: 504] [added: 1,650] | | | | | $ | [removed: 7,485] [added: (3,205)] | |

| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | $ | [removed: (191)] [added: 251] | | | | | $ | [removed: (267)] [added: 281] | | | | | $ | — | | | | | $ | [removed: (458)] [added: 532] | |

[removed: *Equity.*] At December 31, [removed: 2023,] [added: 2025,] total equity attributable to Ford was [removed: $42.8] [added: $36.0] billion, a decrease of [removed: $0.4] [added: $8.9] billion compared with December 31, [removed: 2022.][added: 2024.]

[added: *Equity.*] At December 31, 2024, total equity attributable to Ford was $44.8 billion, an increase of $2.1 billion compared with December 31, 2023.

| | | | [removed: 2023] [added: 2024] vs [removed: 2022 Increase/ (Decrease)] [added: 2023 Increase/(Decrease)] | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023 Increase/ (Decrease)] [added: 2024 Increase/(Decrease)] | | |

| Net income/(loss) | | | $ | [removed: 4.3] [added: 5.9] | | | | | $ | [removed: 5.9] [added: (8.2)] | |

| Shareholder distributions (a) | | | [removed: (5.4)] [added: (3.6)] | | | | | | [removed: (3.6)] [added: (3.0)] | | |

| Other comprehensive income/(loss) | | | [removed: 0.3] [added: (0.6)] | | | | | | [removed: (0.6)] [added: 1.9] | | |

| Total | | | $ | [removed: (0.4)] [added: 2.1] | | | | | $ | [removed: 2.1] [added: (8.9)] | |

We reevaluate our estimate of base warranty obligations on a [removed: regular] [added: quarterly] basis.

| Net income/(loss) | | | $ | (10,337) | | | | | $ | 2,175 | | | | | $ | — | | | | | $ | (8,162) | |

| Other amortization | | | 52 | | | | | | (1,891) | | | | | | — | | | | | | (1,839) | | |

| EV asset impairment/program cancellation asset write-downs (including depreciation of $8,140) | | | 9,435 | | | | | | — | | | | | | — | | | | | | 9,435 | | |

| Stock compensation | | | 492 | | | | | | 18 | | | | | | — | | | | | | 510 | | |

| Other | | | 294 | | | | | | 86 | | | | | | — | | | | | | 380 | | |

| Capital spending | | | $ | (8,694) | | | | | $ | (121) | | | | | $ | — | | | | | $ | (8,815) | |

| Other | | | 108 | | | | | | 2 | | | | | | — | | | | | | 110 | | |

| Other | | | (158) | | | | | | (97) | | | | | | — | | | | | | (255) | | |

We disclose our estimate of reasonably possible costs in excess of our accruals for material field service actions and customer satisfaction actions.

The estimate we provide is presented on a gross cost basis, and we do not reduce or net our estimate to eliminate any unrealized profit Ford may earn associated with part sales to dealers.

The combination of lower discount rates and higher asset returns for our U.S. plans and higher discount rates and lower asset returns for our non-U.S. plans had offsetting effects and minimal impact to our net remeasurement.

In 2025, we recorded a remeasurement loss of $616 million.

For U.S. plans, the remeasurement loss was primarily from actuarial losses compared to plan assumptions.

For non-U.S. plans, the remeasurement loss was from changes in key measurement assumptions, primarily improved life expectancy.

Additionally, we aim to:

- Limit our pension contributions to offset ongoing service cost, ensure our funded plans remain fully funded in aggregate, and to meet regulatory requirements, if any;

- Ensure sufficient liquid assets to pay plan benefits; and

- Evaluate strategic actions to reduce pension liabilities, such as plan design changes or pension risk transfers to insurers

The fixed income mix was 79% in our U.S. plans and 86% in our non-U.S. plans at year-end 2025.

The $19 million gain has been recognized within net periodic benefit cost and reported as a special item.

*Nature of Estimates Required - Goodwill*.

Goodwill is subject to periodic assessments for impairment.

We test goodwill for impairment annually during the fourth quarter, or when an event occurs or circumstances change that indicate goodwill may be impaired.

We assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If a qualitative assessment identifies a possible impairment or we impair the assets of a reporting unit, then a quantitative goodwill impairment test is performed.

Fair value reflects the price that would be received to sell an asset in an orderly transaction between market participants.

The most appropriate method to determine the estimated fair value of an asset group depends on the facts and circumstances pertaining to the asset group being measured, and in certain instances, we may engage third parties to assist with the determination of fair value.

It may also use prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets and liabilities, such as a business.

The cost approach may also be used to measure the fair value of an asset group.

The cost approach reflects the amount that would be required currently to replace the service capacity of an asset (often referred to as current replacement cost).

The cost approach must also consider assumptions related to functional and economic obsolescence and marketability of the assets, and also considers factors such as replacement cost, reproduction cost, physical deterioration, age, and remaining useful life.

*Model e Impairment.* Despite challenges in the EV market, through the third quarter of 2025, Model e continued to make progress in the following areas, leading the company to conclude that an impairment trigger had not occurred:

- U.S. and EU EV sales were projected to continue to grow over the long term

- The Company continued to invest in next generation products

- Prior business plans indicated significant cash flow improvement by 2028

However, during the fourth quarter of 2025, we determined that a triggering event requiring us to test Model e long-lived assets and goodwill for impairment occurred based on the convergence of several events, including:

- Lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, legal and policy changes, and, in the last several months, significant developments in vehicle pricing dynamics

- The negative effect on EV adoption rates due to the termination of U.S. tax credits intended to incentivize the purchase of EVs

- Potentially significant relaxations in the stringency of federal emissions and fuel economy standards and federal legislation that eliminates the authority of California and other states to implement and enforce their more stringent emissions standards and zero-emission vehicle sales requirements that may further disrupt the market for EVs in the United States

- Our decision in December to rationalize our EV manufacturing capacity and product roadmap, including cancelling three previously planned EV product programs (a full-size pickup, a commercial van for the United States, and a commercial van for Europe) and ending production of the current generation F-150 Lightning EV

| | | | | | | | | | | | | | | | | | | | | | | | |

| Net income/(loss) | | | $ | 4,638 | | | | | $ | 1,256 | | | | | $ | — | | | | | $ | 5,894 | |

| Other amortization | | | 39 | | | | | | (1,739) | | | | | | — | | | | | | (1,700) | | |

| Stock compensation | | | 493 | | | | | | 18 | | | | | | — | | | | | | 511 | | |

| Other | | | 211 | | | | | | 228 | | | | | | — | | | | | | 439 | | |

| Capital spending | | | $ | (8,590) | | | | | $ | (94) | | | | | $ | — | | | | | $ | (8,684) | |

| Other | | | (45) | | | | | | — | | | | | | — | | | | | | (45) | | |

| Other | | | (192) | | | | | | (135) | | | | | | — | | | | | | (327) | | |

| Adoption of accounting standards | | | — | | | | | | — | | |

The lower returns are explained primarily by lower returns on fixed income assets given the increase in long-term interest rates.

In total, higher discount rates, partially offset by asset returns lower than our assumptions, resulted in a net remeasurement gain of $575 million.

Changes in these estimates and judgments may result in a material increase or decrease to our tax provision, which would be recorded in the period in which the change occurs.

Changes to our estimate of the amount to be realized are recorded in our provision for income taxes during the period in which the change occurred.

*Nature of Estimates Required - Held-for-Sale Operations.* We perform an impairment test on a disposal group to be discontinued, held for sale, or otherwise disposed of when we have committed to an action and the action is expected to be completed within one year.

We estimate fair value to approximate the expected proceeds to be received, less cost to sell, and compare it to the carrying value of the disposal group.

We also assess fair value if circumstances arise that were considered unlikely and, as a result, we decide not to sell a disposal group previously classified as held for sale upon reclassification to held and used.

When there is a change to a plan of sale, and the assets are reclassified from held for sale to held and used, the long-lived assets are reported at the lower of (i) the carrying amount before a held-for-sale designation, adjusted for depreciation that would have been recognized if the assets had not been classified as held for sale, or (ii) the fair value at the date the assets no longer satisfy the criteria for classification as held for sale.

In addition, to the extent available, we also consider third-party valuations that may have been prepared for other business purposes.

During 2024, no triggering events were identified.

*Assumptions and Approach Used - Held-for-sale Operations.* In the first quarter of 2024, we entered into an agreement to sell 100% of our equity interest in Ford Sales and Service Korea Company (“FSSK”), and the assets and liabilities of the entity were classified as held for sale.

However, as of December 31, 2024, FSSK no longer met the held-for-sale criteria as that sale transaction did not close and is no longer probable of occurring.

Accordingly, FSSK’s assets and liabilities were reclassified and reported as held and used as of December 31, 2024.

In the third quarter of 2024, we entered into an agreement to sell 100% of our equity interest in Ford Motor Company A/S, our national sales company in Denmark.

The entity was classified as held for sale in the fourth quarter of 2024 once all held-for-sale criteria were met.

Accordingly, as of December 31, 2024, the assets and liabilities of Ford Motor Company A/S were reported as held for sale.

We determined that the assets of both FSSK and Ford Motor Company A/S, which were not material, were not impaired.

See Note 21 of the Notes to the Financial Statements for more information regarding held-for-sale operations.

As we transition to a greater mix of electric vehicles, we expect to increase our reliance on battery raw materials (e.g., lithium, cobalt, and nickel).

[removed: Other things] [added: Assuming all else] being equal, this means that during a period of rising interest rates, the interest received on Ford Credit’s assets will increase more than the interest paid on Ford Credit’s debt, thereby initially increasing Ford Credit’s pre-tax cash flow.

| Pre-Tax Cash Flow Sensitivity | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| One percentage point instantaneous *increase* in interest rates | | | | | | $ | [removed: 78] [added: 107] | | | | | $ | [removed: 107] [added: 38] | |

| One percentage point instantaneous *decrease* in interest rates | | | | | | [removed: (78)] [added: (107)] | | | | | | [removed: (107)] [added: (38)] | | |

The model Ford Credit uses to conduct this analysis is heavily dependent on [added: numerous] assumptions.

As a result of this policy, Ford Credit believes its market risk exposure, relating to changes in currency exchange rates at December 31, [removed: 2024,] [added: 2025,] is insignificant.

*Derivative Fair Values.* The net fair value of Ford Credit’s derivative financial instruments at December 31, [removed: 2024] [added: 2025] was [removed: a liability] [added: an asset] of [removed: $1.2 billion,] [added: $581 million,] compared to a liability of [removed: $1.3] [added: $1.2] billion at December 31, [removed: 2023.][added: 2024.]

Credits [removed: will] have limited availability and may not be adequate to completely eliminate the need for product-led actions.

As of December 31, [removed: 2024,] [added: 2025,] our outstanding purchase obligations under our compliance credit purchase agreements totaled about [removed: $4.2] [added: $1.6] billion.

During [removed: 2024,] [added: 2025,] we recorded about [removed: $200] [added: $700] million of expense for our estimated utilization of regulatory compliance credits related to current compliance period volumes (e.g., model year, calendar year), which was allocated to Ford Blue and Ford Pro results.

Ford’s ability to optimize investments and planning for compliance is [removed: hampered] [added: made more difficult] by sudden or frequent changes in applicable emissions and fuel economy standards and ZEV requirements.

Such changes can include [removed: rescissions and] reinstatements [added: and rescissions] of Clean Air Act waivers for California, court decisions that change applicable regulatory requirements, and significant changes to the stringency of federal requirements with each subsequent administration.

Moreover, following the U.K.’s withdrawal from the European [removed: Union,] [added: Union in 2020,] we [added: have been and] may [added: continue to] be subject to diverging requirements in our European markets, which could increase vehicle complexity and duties.

In an effort to support the Paris Accord, some countries are adopting yearly increases in CO2 taxes, where such a system is in place, and publishing dates by when internal combustion powered vehicles may no longer be registered, e.g., [removed: Norway in 2025 and the] Netherlands in 2030.

[removed: *Other National Emissions Control Requirements.*] Many countries, in an effort to address air quality and climate change concerns, have adopted previous versions of European or United Nations Economic Commission for Europe (“UN-ECE”) mobile source emission regulations.

Mexico and most countries in Central America, the Caribbean, and South America continue to evolve and implement more stringent requirements accepting Europe and U.S. regulations, except Brazil, which has a unique local process called PROCONVE based on U.S. regulations for light-duty [removed: vehicles] [added: vehicles, including RDE-unique requirements with targets starting in 2025,] and European regulations for heavy-duty vehicles.

[removed: Other][added: CORPORATE OTHER]

[removed: *Item 1.][added: *Item* 1*.]

[added: Other] countries across Southeast Asia, the Middle East, and Australasia [added: (e.g., Australia, New Zealand, UAE) have introduced or] expect to introduce regulations based on EU Stage VI standards in the near term.

Canadian criteria emissions regulations are largely aligned with U.S. requirements, and Canada accepts U.S. EPA certifications of vehicles and engines prior to their sale [removed: in] [added: or importation into] Canada.

[removed: While the] [added: The] EU Commission targets net climate neutrality by 2050 and an ambitious 2030 interim target (a 55% CO2 reduction across all industries compared to [removed: 1990), several countries, such as Germany, have adopted stricter interim targets and earlier net climate neutrality targets.][added: 1990).]

Ford also faces the risk of [removed: advance premium payments] [added: additional compliance-related costs] for both passenger cars and light commercial vehicles in all European markets due to, for example, unexpected market fluctuations and shorter lead times impacting average fleet performance.

In addition, delayed vehicle launches and supply shortages, as well as an insufficient charging infrastructure and lower demand for ZEV and low CO2 emission vehicles as certain [removed: electric vehicle] [added: EV] incentives are reduced or eliminated or for other reasons, can trigger compliance risks in all European markets.

European regulators are also starting to look beyond tailpipe CO2 emissions with new requirements for battery [removed: electric vehicles] [added: EVs] and life cycle assessments.

For example, the EU Battery Regulation, which came into effect in [removed: August 2024,] [added: 2023,] introduces a range of new requirements, including that manufacturers calculate and declare the carbon footprint of their EV batteries and track their environmental performance throughout their life cycles.

In addition to imposing strict emissions requirements, European regulations are increasingly [removed: including other] [added: expanding to include broader] sustainability [removed: requirements,] [added: obligations,] such as reporting [removed: obligations] [added: requirements] and supply chain due diligence.

[removed: While] [added: Although] these [removed: regulations are applicable] [added: rules originate] in European jurisdictions, they often apply to global corporations across [removed: jurisdictions] [added: markets] and [added: can] require [added: costly] adjustments [removed: in] [added: to] corporate processes, policies, and [removed: strategies, which may be costly.][added: strategies.]

The EU CBAM [removed: could] [added: is expected to] increase our costs of importing such materials from 2026 onwards and/or limit our ability to import lower cost materials from non-EU countries.

*Other National [removed: GHG and] [added: GHG* *and] Fuel Economy Requirements.* The Canadian federal government regulates vehicle GHG emissions under the Canadian Environmental Protection Act.

[removed: Compliance] [added: Ultimately, compliance] with [added: these shifting] ZEV and emissions requirements depends heavily on market conditions that [removed: promote] [added: drive] consumer [removed: preference] [added: demand] for EVs, [removed: such as] [added: including] technology readiness, purchase incentives, [removed: and] affordability, [removed: as well as] [added: and] the availability and reliability of [removed: adequate infrastructure to support vehicle charging.][added: a charging infrastructure.]

[removed: In addition to the ZEV mandate,] [added: Additionally,] Quebec [removed: is also developing a regulation] [added: announced plans in September 2025] to [removed: ban] [added: repeal its regulation banning] the sale of light-duty internal combustion engine vehicles as of 2035.

For example, China’s Corporate Average Fuel Consumption and New Energy Vehicle (“NEV”) Credits Administrative Rules contain fuel consumption requirements as well as credit mandates for NEV passenger vehicles, i.e., plug-in hybrids, [removed: electric vehicles,] [added: EVs,] or fuel cell vehicles.

An updated version of this national standard, which will impose more stringent fuel consumption limits, [removed: will be] [added: was] implemented in January 2026.

For example, in 2024, Brazil introduced its MOVER [removed: Program,] [added: Program (formerly the Rota 2030 Program),] which aims to significantly reduce carbon emissions from Brazil’s automotive fleet through financial incentives for investments in sustainable technologies.

In addition to setting stricter fuel economy targets starting in 2027, MOVER mandates new [removed: requirements] [added: requirements, applicable to all commercial vehicles,] for recyclability and [removed: GHG emission reporting.][added: reporting for each vehicle’s carbon footprint over its full lifecycle.]

Similarly, federal and state regulatory requirements are growing [removed: quickly] as lawmakers and regulators adapt to advancements in automation, ranging from driver-assistance technologies such as automatic braking to fully autonomous vehicles.

[removed: Electric vehicle] [added: EV] safety continues to be an active area of regulation in the EU, with UN-ECE Regulation No. 100 establishing safety requirements for EVs and mandating certain testing of electrical powertrains.

Safety and recall requirements in Brazil, China, India, South Korea, and Gulf Cooperation Council (“GCC”) countries may add substantial costs and complexity to our global recall [removed: practice.][added: process.]

Draft regulations for Analysis of Technical Information for Vehicles and Equipment [added: were delayed; they] are [added: now] expected to be released in [removed: 2025] [added: 2026] and will likely contain some reporting requirements [removed: that are] unique to Canada.

In China, new standards [added: for AECS (Accident Emergency Call System)] related to electronic architecture and devices [removed: (including e-Call and radio systems)] are expected to take effect in [removed: 2027 or 2028, and will be more comprehensive than UN-ECE requirements.][added: July 2027.]

Additionally, [removed: new] mandatory national standards for intelligent connected vehicles governing vehicle [removed: information security,] [added: cybersecurity,] software updates, and autonomous driving data recording systems are currently under development in China and will take effect in [removed: January] [added: July] 2026.

Nothing is more important than the health, safety, and wellbeing of our [removed: employees] [added: employees,] and we consistently strive to achieve world-class levels of safety through the application of sound policies and best practices.

To prevent recurrence of workplace injuries, regular updates are provided to Company management on key safety issues, including safety key performance [removed: indicators (“KPI”),] [added: indicators,] significant incidents, and high potential near misses.

In [removed: 2024,] [added: 2025,] there were zero employee fatality incidents globally.

At Ford, we are committed to supporting and sustaining a [removed: respectful] [added: respectful, inclusive,] and [removed: inclusive] [added: safe] workplace for all employees.

Ford offers 10 global Employee Resource Groups (“ERGs”) that represent various dimensions of our employee population, [removed: including,] [added: including] race, ethnicity, gender, religion, LGBTQ+, disability, veterans, and generation with chapters throughout the world.

We also leverage the benefit of diversity by listening to the voices of our employees and stakeholders, which [removed: strengthen] [added: strengthens] our workplace, systems, and offerings and ultimately [removed: drive] [added: drives] value for the business.

Ford Motor Company was incorporated in Delaware in 1919.

We acquired the business of a Michigan company, also known as Ford Motor Company, which had been incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford.

We are a global company based in Dearborn, Michigan.

With about 169,000 employees worldwide, the Company is committed to helping build a better world, where every person is free to move and pursue their dreams.

The Company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities, and always-on relationships with customers to enrich experiences for customers and deepen their loyalty.

Ford develops and delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars, and Lincoln luxury vehicles, along with connected services, including BlueCruise (ADAS) and security.

The Company offers freedom of choice through three customer-centered business segments: Ford Blue, engineering iconic gas-powered and hybrid vehicles; Ford Model e, inventing breakthrough electric vehicles (“EVs”), including extended range electric vehicles (“EREVs”), along with embedded software that defines always-on digital experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with vehicles and services tailored to their needs.

Additionally, the Company provides financial services through Ford Motor Credit Company LLC (“Ford Credit”).

In addition to the information about Ford and our subsidiaries contained in this Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K Report” or “Report”), extensive information about our Company can be found at https://corporate.ford.com, including information about our management team, brands, products, services, and corporate governance principles.

The corporate governance information on our website includes our Corporate Governance Principles, Code of Ethics for Senior Financial Personnel, Code of Ethics for the Board of Directors, Code of Corporate Conduct for all employees, and the Charters for each of the Committees of our Board of Directors.

In addition, any amendments to our Code of Ethics or waivers granted to our directors and executive officers will be posted on our corporate website.

All of these documents may be accessed by going to our corporate website, or may be obtained free of charge by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, P.O. Box 1899, Dearborn, Michigan 48126-1899.

Our recent periodic reports filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge at https://shareholder.ford.com.

This includes recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, and our Section 16 filings.

We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with the SEC.

Our reports filed with the SEC also may be found on the SEC’s website at www.sec.gov.

Our Integrated Sustainability and Financial Report, which details our performance and progress toward our sustainability and corporate responsibility goals, is available at https://sustainability.ford.com.

The foregoing information regarding our websites and their content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.

OVERVIEW

Below is a description of our reportable segments and other activities as of December 31, 2025.

FORD BLUE SEGMENT

Ford Blue primarily includes the sale of Ford and Lincoln internal combustion engine (“ICE”) and hybrid (excluding EREVs) vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services.

This segment focuses on developing Ford and Lincoln ICE and hybrid vehicles.

Additionally, this segment provides hardware engineering and manufacturing capabilities to Ford Model e and manufactures vehicles on behalf of Ford Pro and, in certain cases, Ford Model e.

Ford Blue also includes:

- All sales for markets not presently in scope for Ford Model e or Ford Pro (as further described below)

- In markets outside of the United States and Canada, sales to commercial, government, and rental customers of ICE and hybrid vehicles not considered core to Ford Pro

- Sales of EVs, including EREVs, by our unconsolidated affiliates in China

- All sales of vehicles manufactured and sold to other OEMs

FORD MODEL E SEGMENT

Ford Model e primarily includes the sale of our EVs (including EREVs), service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services.

This segment focuses on developing EV and digital vehicle technologies, as well as software development.

Additionally, Ford Model e provides software and connected vehicle technologies on behalf of the enterprise, and manufactures certain EVs, including for Ford Pro.

Ford Model e operates in North America, Europe, and China.

Ford Model e also includes EV and related sales not considered core to Ford Pro to commercial, government, and rental customers in Europe, China, and Mexico.

FORD PRO SEGMENT

Ford Pro primarily includes the sale of Ford and Lincoln vehicles, service parts, accessories, and services for commercial, government, and rental customers.

Included in this segment are sales of all core Ford Pro vehicles, such as Super Duty and the Transit range of vans in North America and Europe and all sales of Ranger in Europe.

In the United States and Canada, Ford Pro also includes all vehicle sales to commercial, government, and rental customers.

This segment focuses on selling ICE, hybrid, and electric vehicles, and providing digital and physical services to optimize and maintain fleets, including telematics and EV charging solutions.

Further, the number of credits we may ultimately purchase is dependent on the sellers’ delivery of the credits.

In the fourth quarter of 2024, we entered into agreements for the purchase of about $500 million of regulatory compliance credits, and for full year 2024, we entered into agreements for the purchase of about $4.3 billion of such credits.

China’s Ministry of Ecology and Environment is currently drafting the China Stage VII emission standards, which are expected to impose significantly lower allowable emission levels for pollutants as compared to the Stage VI limits and be expanded to add GHGs.

Detailed proposals for these new standards are expected by the end of 2025.

The United Kingdom and Switzerland have introduced similar rules for light-duty vehicles, and the United Kingdom has adopted a ZEV mandate as well as CO2 fleet limits for non-ZEV vehicles starting in 2024.

The EU CO2 requirements are likely to trigger further measures.

For example, the Corporate Sustainability Reporting Directive requires companies to disclose the compatibility of their business model and strategy with limiting global warming to 1.5°C in line with the Paris Agreement.

Companies that fail to comply with these requirements could face significant monetary penalties and suffer reputational harm.

Ford expects that the federal government in Canada will continue to align its standards with the new EPA standards for the 2027 model year and beyond.

In 2023, the Canadian federal government also published light-duty ZEV sales requirements through amendments to the Passenger Automobile and Light Truck Greenhouse Gas Emission Regulations.

The amendments require annual sales percentages starting with 20% for the 2026 model year to 100% by the 2035 model year.

The provinces of Quebec and British Columbia have regulations requiring that 100% of new vehicle sales be ZEVs by 2035.

Both provinces have also started developing heavy-duty ZEV mandates based on CARB’s standards.

China is also drafting mandatory national standards for limits on electrical energy consumption of battery electric vehicles, which are expected to be implemented in early 2026.

It is also expected that later in 2025, China will start drafting a new national standard imposing electrical energy consumption limits on PHEVs as well.

If warranty costs are greater than anticipated as a result of increased vehicle and component complexity, the adoption of new technologies, the time it takes

Risk Factors (Continued)*

Furthermore, launch delays, recall actions, and increased warranty costs have adversely affected and could continue to adversely affect our reputation or the public perception and market acceptance of our products and services as discussed below under “*Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and Ford’s reputation may be harmed based on positions it takes or if it is unable to achieve the initiatives it has announced.*” In an effort to improve quality, we have slowed down and may continue to slow down launches, which may result in lost sales, revenue, and profits and could have an adverse effect on our financial condition or results of operations.

As we increase our production of electric vehicles, we expect our need for such materials to increase significantly.

At the same time, other companies are increasing their production of electric vehicles, which will further increase the demand for such raw materials.

Further, as a result of lower-than-anticipated industrywide electric vehicle adoption rates or otherwise, suppliers of such raw materials or components may become distressed.

A suspension or substantial curtailment of our manufacturing operations

could have a significant adverse effect on our financial condition and results of operations, as was the case in 2020, when, consistent with actions taken by governmental authorities, we idled our plants in regions around the world.

Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, or business strategies or the benefits may take longer than expected to materialize. We have invested in, formed strategic alliances with, and announced or formed joint ventures with a number of companies, and we may expand those relationships or enter into similar relationships with additional companies.

These initiatives typically involve enormous complexity, may require a significant amount of capital, and may involve a lengthy regulatory approval process.

As a result, we may not be able to complete anticipated transactions, the anticipated benefits of these transactions may not be realized, or the benefits may be delayed.

For example, we may not successfully integrate an alliance or joint venture with our operations, including the implementation of our controls, systems, procedures, and policies, we may be unable to retain key employees, or unforeseen expenses or liabilities may arise that were not discovered during due diligence prior to an investment or entry into a strategic alliance, or a misalignment of interests may develop between us and the other party.

Further, to the extent we share ownership, control, or management with another party in a joint venture, our ability to influence the joint venture may be limited, and we may be unable to prevent misconduct or implement our compliance or internal control systems.

Moreover, negative publicity, government investigations, or litigation involving a company with which we have a business or supply relationship may have an adverse effect on our reputation.

In order to secure critical materials for production of electric vehicles, we have entered into and may, in the future, enter into offtake agreements and other long-term purchase contracts with raw materials suppliers and make investments in certain raw material and battery suppliers; however, we may not realize the anticipated benefits of these actions and our efforts to have such suppliers, particularly those in less developed markets, adopt Ford’s sustainability and other standards may be unsuccessful, which could have an adverse impact on our reputation.

In addition, the implementation of a new or different business strategy may lead to the disruption of our existing business operations, including distracting management from current operations.

For example, our efforts to evaluate and implement alternative distribution models and channels for our products and services from those we have

traditionally used may be challenged or may not succeed or be as successful as our historical arrangements.

External factors may also impact the success of our initiatives.

For example, our business and strategy are susceptible to tensions in U.S.-China relations and the rapid development of the Chinese electric vehicle industry, with domestic Chinese producers exporting to some key markets in which we operate.

In addition, as we implement our strategy to provide customers freedom of choice to select the powertrain that best suits their needs and maintain manufacturing flexibility to meet shifting customer demand, we have in the past taken, and may in the future take, actions such as not fully utilizing or reducing the capacity of our existing or future plants, reducing production hours or shifts, cancelling programs, or delaying launches, and we may become subject to claims by suppliers or other parties, incur charges related to impairments, asset write-downs, or inventory adjustments, or lose or become obligated to repay incentives as a result.

For example, we have taken, and may in the future take, such actions to better match the pace of electric vehicle adoption, which has been lower than anticipated industrywide.

Results of operations from new activities may be lower than our existing activities, and, if a strategy is unsuccessful, we may not recoup our investments, which may be significant, in that strategy.

Further, as our strategy evolves in an area, we may be unable to utilize or redeploy our existing assets or investments in that or other areas, which may lead to impairments and other cash and non-cash charges.

Moreover, we may continue to have financial exposure following a strategic divestiture or cessation of operations in a market.

All of the outstanding assessments have been appealed to the relevant administrative court of each [removed: jurisdiction.][added: jurisdiction and some appeals are now pending in the judicial court system.]

If we are required to post collateral, which could be in excess of $1 [removed: billion,] [added: billion for all the cases in the aggregate,] we expect it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash collateral.

To date, we have received collateral waivers for most of the cases that have been appealed to the judicial court system, although we have been required to post less than $100 million of collateral.

To date, we have not been required to post any collateral.

*European Commission and U.K. Competition and Markets Authority Matter.* On March 15, 2022, the European Commission (the “Commission”) and the U.K. Competition and Markets Authority (the “CMA”) conducted unannounced inspections at the premises of, and sent formal requests for information to, several companies and associations active in the automotive sector, including Ford.

The inspections and requests for information concern possible collusion in relation to the collection, treatment, and recovery of end-of-life cars and vans (“ELVs”).

We understand that the scope of the investigations includes determining whether manufacturers and importers of passenger cars and vans agreed to an approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii) the use of data relating to the recyclability or recoverability of ELVs in marketing materials, and whether such conduct violates relevant competition laws.

If a violation is found, a broad range of remedies is potentially available to the Commission and/or CMA, including imposing a fine and/or the prohibition or restriction of certain business practices.

We are continuing to cooperate with the Commission and the CMA.

*National Highway Traffic Safety Administration Consent Order.* On November 13, 2024, Ford entered into a consent order (the “Consent Order”) with the National Highway Traffic Safety Administration (“NHTSA”) to resolve, without an admission of liability, allegations made by NHTSA following its investigation into whether a recall conducted by Ford in 2020 addressing rearview camera performance was timely under NHTSA’s regulations.

The Consent Order includes a $165 million civil penalty, which consists of a $65 million cash payment from Ford, $55 million held in abeyance subject to Ford’s adherence to the terms of the Consent Order, and $45 million that Ford will use to invest in advanced data analytics, a new testing facility, and certain other projects to enhance compliance with NHTSA’s requirements.

In addition, during the term of the Consent Order, Ford has agreed to submit a monthly Safety Evaluation List (“SEL”) to NHTSA and to meet with NHTSA each quarter to review and answer NHTSA’s questions about any of the issues on the SEL.

Further, Ford has hired an independent third party selected by NHTSA to assess the Company’s adherence to the Consent Order and Vehicle Safety Act over the term of the Consent Order and to report on Ford’s progress to NHTSA.

Ford has also committed to review prior recalls over the past three years to ensure that all impacted vehicles were captured.

In the event Ford determines that it must add more vehicles to the population, the Company will update the applicable recalls.

The term of the Consent Order is three years, and it may be extended for one additional year at NHTSA’s discretion.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June [removed: 28, 2024,] [added: 30, 2025,] Ford had outstanding [removed: 3,904,327,951] [added: 3,908,928,344] shares of Common Stock and 70,852,076 shares of Class B Stock.

Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date [removed: ($12.54] [added: ($10.85] per share), the aggregate market value of such Common Stock was [removed: $48,960,272,506.][added: $42,411,872,532.]

The shares of Common Stock and Class B Stock outstanding at June [removed: 28, 2024] [added: 30, 2025] included shares owned by persons who may be deemed to be “affiliates” of Ford.

For information concerning ownership of outstanding Common Stock and Class B Stock, see the Proxy Statement for Ford’s Annual Meeting of Stockholders currently scheduled to be held on May [removed: 8, 2025] [added: 14, 2026] (our “Proxy Statement”), which is incorporated by reference under various Items of this Report as indicated below.

As of February [removed: 3, 2025,] [added: 6, 2026,] Ford had outstanding [removed: 3,892,595,628] [added: 3,918,623,149] shares of Common Stock and 70,852,076 shares of Class B Stock.

Based on the New York Stock Exchange Composite Transaction closing price of the Common Stock on that date [removed: ($9.89] [added: ($13.80] per share), the aggregate market value of such Common Stock was [removed: $38,497,770,761.][added: $54,076,999,456.]

Exhibit Index begins on page [removed: 98][added: 101]

For the Year Ended December 31, [removed: 2024][added: 2025]

| Item 1 | | | Business | | | | | | [removed: [1](#if98d7df654e1473ab87a6f3d26985799_16)] [added: [1](#ib41f1dc2c635492388ea657c970beb02_16)] | | |

| | | | Ford Blue, Ford Model e, and Ford Pro Segment | | | | | | [removed: [2](#if98d7df654e1473ab87a6f3d26985799_22)] [added: [2](#ib41f1dc2c635492388ea657c970beb02_22)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [6](#if98d7df654e1473ab87a6f3d26985799_28)] [added: [6](#ib41f1dc2c635492388ea657c970beb02_28)] | | |

| | | | Corporate Other | | | | | | [removed: [7](#if98d7df654e1473ab87a6f3d26985799_31)] [added: [7](#ib41f1dc2c635492388ea657c970beb02_31)] | | |

| | | | Interest on Debt | | | | | | [removed: [7](#if98d7df654e1473ab87a6f3d26985799_34)] [added: [7](#ib41f1dc2c635492388ea657c970beb02_34)] | | |

| | | | Governmental Standards | | | | | | [removed: [7](#if98d7df654e1473ab87a6f3d26985799_37)] [added: [7](#ib41f1dc2c635492388ea657c970beb02_37)] | | |

| | | | Human Capital Resources | | | | | | [removed: [14](#if98d7df654e1473ab87a6f3d26985799_40)] [added: [14](#ib41f1dc2c635492388ea657c970beb02_40)] | | |

| Item 1A | | | Risk Factors | | | | | | [removed: [17](#if98d7df654e1473ab87a6f3d26985799_43)] [added: [18](#ib41f1dc2c635492388ea657c970beb02_43)] | | |

| Item 1B | | | Unresolved Staff Comments | | | | | | [removed: [31](#if98d7df654e1473ab87a6f3d26985799_49)] [added: [33](#ib41f1dc2c635492388ea657c970beb02_49)] | | |

| Item 1C | | | Cybersecurity | | | | | | [removed: [32](#if98d7df654e1473ab87a6f3d26985799_52)] [added: [33](#ib41f1dc2c635492388ea657c970beb02_52)] | | |

| Item 2 | | | Properties | | | | | | [removed: [34](#if98d7df654e1473ab87a6f3d26985799_55)] [added: [35](#ib41f1dc2c635492388ea657c970beb02_55)] | | |

| Item 3 | | | Legal Proceedings | | | | | | [removed: [35](#if98d7df654e1473ab87a6f3d26985799_61)] [added: [36](#ib41f1dc2c635492388ea657c970beb02_61)] | | |

| Item 4 | | | Mine Safety Disclosures | | | | | | [removed: [37](#if98d7df654e1473ab87a6f3d26985799_67)] [added: [38](#ib41f1dc2c635492388ea657c970beb02_67)] | | |

| Item 4A | | | Information about our Executive Officers | | | | | | [removed: [38](#if98d7df654e1473ab87a6f3d26985799_70)] [added: [39](#ib41f1dc2c635492388ea657c970beb02_70)] | | |

| Item 5 | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [39](#if98d7df654e1473ab87a6f3d26985799_76)] [added: [41](#ib41f1dc2c635492388ea657c970beb02_76)] | | |

| Item 6 | | | \[Reserved\] | | | | | | [removed: [40](#if98d7df654e1473ab87a6f3d26985799_79)] [added: [42](#ib41f1dc2c635492388ea657c970beb02_79)] | | |

| Item 7 | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [41](#if98d7df654e1473ab87a6f3d26985799_82)] [added: [43](#ib41f1dc2c635492388ea657c970beb02_82)] | | |

| | | | Key Trends and Economic Factors Affecting Ford and the Automotive Industry | | | | | | [removed: [41](#if98d7df654e1473ab87a6f3d26985799_85)] [added: [43](#ib41f1dc2c635492388ea657c970beb02_85)] | | |

| | | | Results of Operations - 2024 | | | | | | [removed: [44](#if98d7df654e1473ab87a6f3d26985799_88)] [added: [56](#ib41f1dc2c635492388ea657c970beb02_121)] | | |

| | | | Ford Blue Segment | | | | | | [removed: [46](#if98d7df654e1473ab87a6f3d26985799_91)] [added: [49](#ib41f1dc2c635492388ea657c970beb02_91)] | | |

| | | | Ford Model e Segment | | | | | | [removed: [47](#if98d7df654e1473ab87a6f3d26985799_94)] [added: [50](#ib41f1dc2c635492388ea657c970beb02_94)] | | |

| | | | Ford Pro Segment | | | | | | [removed: [47](#if98d7df654e1473ab87a6f3d26985799_97)] [added: [50](#ib41f1dc2c635492388ea657c970beb02_97)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [49](#if98d7df654e1473ab87a6f3d26985799_106)] [added: [52](#ib41f1dc2c635492388ea657c970beb02_106)] | | |

| | | | Corporate Other | | | | | | [removed: [52](#if98d7df654e1473ab87a6f3d26985799_112)] [added: [55](#ib41f1dc2c635492388ea657c970beb02_112)] | | |

| | | | Interest on Debt | | | | | | [removed: [52](#if98d7df654e1473ab87a6f3d26985799_115)] [added: [55](#ib41f1dc2c635492388ea657c970beb02_115)] | | |

| | | | Taxes | | | | | | [removed: [52](#if98d7df654e1473ab87a6f3d26985799_118)] [added: [55](#ib41f1dc2c635492388ea657c970beb02_118)] | | |

| | | | Ford Blue Segment | | | | | | [removed: [55](#if98d7df654e1473ab87a6f3d26985799_124)] [added: [58](#ib41f1dc2c635492388ea657c970beb02_124)] | | |

| | | | Ford Model e Segment | | | | | | [removed: [56](#if98d7df654e1473ab87a6f3d26985799_127)] [added: [59](#ib41f1dc2c635492388ea657c970beb02_127)] | | |

| | | | Ford Pro Segment | | | | | | [removed: [56](#if98d7df654e1473ab87a6f3d26985799_130)] [added: [59](#ib41f1dc2c635492388ea657c970beb02_130)] | | |

| | | | Ford Credit Segment | | | | | | [removed: [57](#if98d7df654e1473ab87a6f3d26985799_136)] [added: [60](#ib41f1dc2c635492388ea657c970beb02_136)] | | |

| | | | Corporate Other | | | | | | [removed: [58](#if98d7df654e1473ab87a6f3d26985799_139)] [added: [61](#ib41f1dc2c635492388ea657c970beb02_139)] | | |

| | | | Results of Operations - 2025 | | | | | | [47](#ib41f1dc2c635492388ea657c970beb02_88) | | |

| | | | Signatures | | | | | | [106](#ib41f1dc2c635492388ea657c970beb02_253) | | |

| | | | Consolidated Income Statements | | | | | | [111](#ib41f1dc2c635492388ea657c970beb02_262) | | |

| | | | Consolidated Balance Sheets | | | | | | [112](#ib41f1dc2c635492388ea657c970beb02_268) | | |

| | | | Consolidated Statements of Equity | | | | | | [114](#ib41f1dc2c635492388ea657c970beb02_274) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

__________

| | | | Overview | | | | | | [2](#if98d7df654e1473ab87a6f3d26985799_19) | | |

| | | | Ford Next Segment | | | | | | [5](#if98d7df654e1473ab87a6f3d26985799_25) | | |

| | | | Ford Next Segment | | | | | | [49](#if98d7df654e1473ab87a6f3d26985799_103) | | |

| | | | Results of Operations - 2023 | | | | | | [53](#if98d7df654e1473ab87a6f3d26985799_121) | | |

| | | | Ford Next Segment | | | | | | [57](#if98d7df654e1473ab87a6f3d26985799_133) | | |

| | | | Signatures | | | | | | [103](#if98d7df654e1473ab87a6f3d26985799_253) | | |

| | | | Consolidated Statements of Comprehensive Income | | | | | | [108](#if98d7df654e1473ab87a6f3d26985799_271) | | |

| | | | Consolidated Balance Sheets | | | | | | [109](#if98d7df654e1473ab87a6f3d26985799_274) | | |

| | | | Consolidated Statements of Equity | | | | | | [111](#if98d7df654e1473ab87a6f3d26985799_277) | | |

ITEM 1. Business.

Ford Motor Company was incorporated in Delaware in 1919.

We acquired the business of a Michigan company, also known as Ford Motor Company, which had been incorporated in 1903 to produce and sell automobiles designed and engineered by Henry Ford.

We are a global company based in Dearborn, Michigan.

With about 171,000 employees worldwide, the Company is committed to helping build a better world, where every person is free to move and pursue their dreams.

The Company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities, and always-on relationships with customers to enrich experiences for customers and deepen their loyalty.

Ford develops and delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars, and Lincoln luxury vehicles, along with connected services.

The Company offers freedom of choice through three customer-centered business segments: Ford Blue, engineering iconic gas-powered and hybrid vehicles; Ford Model e, inventing breakthrough electric vehicles (“EVs”) along with embedded software that defines always-on digital experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with vehicles and services tailored to their needs.

Additionally, the Company provides financial services through Ford Motor Credit Company LLC (“Ford Credit”).

In addition to the information about Ford and our subsidiaries contained in this Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K Report” or “Report”), extensive information about our Company can be found at https://corporate.ford.com, including information about our management team, brands, products, services, and corporate governance principles.

The corporate governance information on our website includes our Corporate Governance Principles, Code of Ethics for Senior Financial Personnel, Code of Ethics for the Board of Directors, Code of Corporate Conduct for all employees, and the Charters for each of the Committees of our Board of Directors.

In addition, any amendments to our Code of Ethics or waivers granted to our directors and executive officers will be posted on our corporate website.

All of these documents may be accessed by going to our corporate website, or may be obtained free of charge by writing to our Shareholder Relations Department, Ford Motor Company, One American Road, P.O. Box 1899, Dearborn, Michigan 48126-1899.

Our recent periodic reports filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge at https://shareholder.ford.com.

This includes recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, and our Section 16 filings.

We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with the SEC.

Our reports filed with the SEC also may be found on the SEC’s website at www.sec.gov.

Our Integrated Sustainability and Financial Report, which details our performance and progress toward our sustainability and corporate responsibility goals, is available at https://sustainability.ford.com.

The foregoing information regarding our websites and their content is for convenience only and not deemed to be incorporated by reference into this Report nor filed with the SEC.

*Item 1.

Business (Continued)*

Below is a description of our reportable segments and other activities as of December 31, 2024.

FORD BLUE SEGMENT

Ford Blue primarily includes the sale of Ford and Lincoln internal combustion engine (“ICE”) and hybrid vehicles, service parts, accessories, and digital services for retail customers, together with the associated costs of development, manufacture, and distribution of the vehicles, parts, accessories, and services.

This segment focuses on developing Ford and Lincoln ICE and hybrid vehicles.

Additionally, this segment provides hardware engineering and manufacturing capabilities to Ford Model e and manufactures vehicles on behalf of Ford Pro and, in certain cases, Ford Model e.

Ford Blue also includes:

- All sales for markets not presently in scope for Ford Model e or Ford Pro (as further described below)

We devote significant resources to our [removed: security] [added: cybersecurity] program that we believe is reasonably designed to mitigate our cybersecurity and information technology [removed: risk.][added: risks.]

We believe our cybersecurity program is reasonably designed to protect our information systems, software, networks, and other assets against, and mitigate the effects of [removed: cybersecurity] incidents where unauthorized parties attempt, among other things, to disrupt or degrade service or our operations; misuse or abuse technology and information systems; make unauthorized disclosure of data; or otherwise cause harm to the Company, our customers, suppliers, or dealers, or other key stakeholders.

Our Chief Information Security Officer has served in that role for over [removed: 7] [added: 8] years and has over a decade of engineering and operations expertise with cybersecurity technologies and services.

All cybersecurity incidents that are [removed: identified as] [added: believed to] reasonably [removed: having] [added: have] the potential to be [removed: highly] significant to the Company are brought to the attention of both the Chief Enterprise Technology Officer and Chief Policy Officer and General Counsel by the Chief Information Security Officer as part of our cybersecurity incident response processes.

In [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

generally and, in particular, “*Operational information* *systems, security systems, [removed: vehicles,] [added: products,] and services could be affected by cybersecurity incidents, ransomware attacks, and other disruptions and impact Ford, Ford Credit, their suppliers, and dealers*” on page [removed: 22.][added: 23.]

Most of our distribution centers are [removed: leased] [added: leased, though some of the larger locations are owned] (we own approximately [removed: 34%] [added: 37%] of the total square footage and lease the balance).

The majority of the warehouses that we operate are leased, [removed: although] [added: though some of the larger warehouses are owned and] many of our manufacturing and assembly facilities contain some warehousing space.

Approximately [removed: 80%] [added: 84%] of the total square footage of our testing, prototype, and operations space is owned by us.

We and the entities that we consolidated as of December 31, [removed: 2024] [added: 2025] use over [removed: 375] [added: 409] operations facilities globally, including testing and prototype, across [removed: 24] [added: 27] countries, and [removed: 41] [added: 42] manufacturing and assembly plants, which includes plants that are operated by us or our consolidated joint venture that support our Ford Blue, Ford Model e, and Ford Pro segments.

*•Ford Vietnam Limited* — a joint venture between Ford [removed: (75% partner)] [added: (75%)] and Diesel Song Cong One Member Limited Liability Company (a subsidiary of the Vietnam Engine and Agricultural Machinery Corporation, which, in turn, is majority owned (87.43%) by the State of Vietnam represented by the Ministry of Industry and Trade) [removed: (25% partner).][added: (25%).]

- *BlueOval SK, [removed: LLC*] [added: LLC (“BOSK”)*] — a 50/50 joint venture among Ford, SK On Co., [removed: Ltd.,] [added: Ltd. (“SK On”),] and SK Battery America, Inc. [removed: (a] [added: (“SKBA,” a] wholly owned subsidiary of SK On) [removed: that is building] [added: formed to build] and [removed: will] operate [removed: electric vehicle] [added: an EV] battery [removed: plants] [added: plant] in Tennessee and [added: two EV battery plants in] Kentucky to supply batteries to Ford and Ford affiliates.

- *Ford Otomotiv Sanayi Anonim Sirketi (“Ford Otosan”)* — a joint venture in Türkiye among Ford [removed: (41% partner),] [added: (41%),] the Koc Group of Türkiye [removed: (41% partner),] [added: (41%),] and public investors (18%) that is the sole supplier to us of the Transit, Transit Custom, and Transit Courier commercial vehicles and the Puma for Europe and the sole distributor of Ford vehicles in Türkiye.

Ford Otosan also manufactures Ford heavy trucks for [added: global distribution, except for] markets in [removed: Europe,] the [removed: Middle East,] [added: Americas, China,] and [removed: Africa.][added: Taiwan.]

- *JMC* — a publicly-traded company in China with Ford [removed: (32% shareholder)] [added: (32%)] and Nanchang Jiangling Investment Co., Ltd. [removed: (41% shareholder)] [added: (41%)] as its controlling shareholders.

On December 9, 2025, Ford, SK On, SKBA and BOSK entered into a Joint Venture Disposition Agreement, pursuant to which Ford’s membership interest in BOSK will be redeemed and a Ford subsidiary will receive the two BOSK plants and related assets in Kentucky and will assume the related liabilities.

Closing on the transactions contemplated by the Joint Venture Disposition Agreement is expected in the first half of 2026.

Currently, there is one such matter to report:

*Hetsler v.

Ford.* Plaintiff, Robert Hetsler, filed this product liability action against Ford in the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida on April 24, 2020 alleging that a 2016 Roush Mustang had a manufacturing defect in an unidentified component of the engine compartment that resulted in a fire.

After a trial in February 2024, a jury found Ford liable and awarded plaintiff $103 million in damages.

On August 22, 2024, Ford appealed the judgment to the Fifth District Court of Appeal.

Ford believes a new trial is warranted based on the trial court’s improper instructions to the jury and the trial court’s improper admission of undisclosed expert opinions.

On November 18, 2025, the Fifth District Court of Appeal issued a per curiam affirmance with no written opinion.

On December 3, 2025, Ford filed a Motion for Issuance of a Written Opinion, Including a Certification to the Florida Supreme Court, or in the Alternative, for Rehearing En Banc.

The Fifth District Court of Appeal has not ruled on Ford’s motion.

Currently there are no such matters to report.

Below is a product liability matter currently pending against Ford:

*Hill v.

Ford.* Plaintiffs in this product liability action pending in Georgia state court allege that the roof of a 2002 Ford F-250 involved in a rollover accident was defectively designed.

During the first trial in 2018, the judge declared a mistrial, ruled that Ford’s attorneys had violated pre-trial rulings while presenting evidence, and sanctioned Ford by prohibiting Ford from introducing any evidence at the second trial to show that the roof design of the F-250 was not defective.

During the second trial in August 2022, a jury found that Pep Boys (the party that sold the tires on the vehicle involved in the rollover accident) was responsible for 30% of the damages, and Ford, as a direct result of the sanctions order prohibiting Ford from presenting its defense, was responsible for 70% of the damages, resulting in $16.8 million in damages being apportioned to Ford.

The jury subsequently awarded punitive damages against Ford in the amount of $1.7 billion.

We filed post-trial motions seeking a new trial, and on September 14, 2023, the trial court denied our post-trial motions.

On October 13, 2023, Ford filed a notice of appeal with the Georgia Court of Appeals, and on November 1, 2024, the Georgia Court of Appeals vacated the trial court’s judgment and remanded the matter for a new trial.

On November 7, 2024, the plaintiffs filed their notice of intent to petition the Georgia Supreme Court for a writ of certiorari, and on December 19, 2024, the plaintiffs filed their petition with the Georgia Supreme Court.

Ford filed its response to the petition on February 5, 2025.

Our executive officers are as follows, along with each executive officer’s position and age at February 1, [removed: 2025:][added: 2026:]

| William Clay Ford, Jr. (a) | | | | | | Executive Chair and Chair of the Board | | | | | | September 2006 | | | | | | [removed: 67] [added: 68] | | |

| James D. Farley, Jr. (b) | | | | | | President and Chief Executive Officer | | | | | | October 2020 | | | | | | [removed: 62] [added: 63] | | |

| Ashwani (“Kumar”) Galhotra | | | | | | Chief Operating Officer | | | | | | October 2023 | | | | | | [removed: 59] [added: 60] | | |

| Michael Amend | | | | | | Chief Enterprise Technology Officer | | | | | | [removed: September 2021] [added: March 2022] | | | | | | [removed: 47] [added: 48] | | |

| Steven P. Croley | | | | | | Chief Policy Officer and General Counsel | | | | | | July 2021 | | | | | | [removed: 59] [added: 60] | | |

| J. Doug Field | | | | | | Chief EV, Digital, and Design Officer | | | | | | October 2023 | | | | | | [removed: 59] [added: 60] | | |

| Andrew Frick | | | | | | President, Ford Blue and [removed: Ford Customer Service Division] [added: Model e] | | | | | | [removed: October 2023] [added: February 2025] | | | | | | [removed: 51] [added: 52] | | |

| Jennifer Waldo | | | | | | Chief People and Employee Experience Officer | | | | | | May 2022 | | | | | | [removed: 48] [added: 49] | | |

| Shengpo (“Sam”) Wu | | | | | | President and Chief Executive Officer, Ford [removed: of] China [added: and IMG] | | | | | | [removed: March 2023] [added: February 2025] | | | | | | [removed: 58] [added: 59] | | |

| John Lawler | | | | | | Vice Chair | | | | | | June 2024 | | | | | | 59 | | |

| Sherry House | | | | | | Chief Financial Officer | | | | | | February 2025 | | | | | | 54 | | |

| Michael Aragon | | | | | | President, Ford Integrated Services | | | | | | March 2025 | | | | | | 52 | | |

| Alicia Boler Davis | | | | | | President, Ford Pro | | | | | | September 2025 | | | | | | 56 | | |

| Kyle Crockett | | | | | | Chief Accounting Officer | | | | | | July 2025 | | | | | | 52 | | |

- Sherry House was Vice President, Finance at Ford from June 2024 to January 2025.

She was Chief Financial Officer of Lucid Motors from 2021 to 2023.

She was Treasurer and Head of Investor Relations at Waymo from 2020 to 2021 and Director of Corporate Development from 2019 to 2020.

- Michael Aragon was CEO, MIRROR and EVP lululemonDigital Fitness at lulumelon athletica inc. from 2022 to 2023.

He continued serving in an advisory role during 2024 following an acquisition of the lululemonDigital Fitness platform by Peloton Interactive, Inc. From 2017 to 2022, Mr. Aragon was Chief Content Officer at Twitch Interactive, Inc., a subsidiary of Amazon.com, Inc.

- Alicia Boler Davis was the Chief Executive Officer of Alto Pharmacy, LLC from 2022 to August 2025.

She worked at Amazon.com as Senior Vice President, Global Customer Fulfillment from 2021 to 2022, Senior Team Member from 2020 to 2022, and Vice President, Global Customer Fulfillment from 2019 to 2021.

*ITEM 4A.

Information About Our Executive Officers (Continued)*

- Kyle Crockett was Vice President, Controller and Chief Accounting Officer of Carrier Global Corporation from January 2020 to May 2025.

| John Lawler (c) | | | | | | Vice Chair and Chief Financial Officer | | | | | | October 2020 | | | | | | 58 | | |

| Marin Gjaja | | | | | | Chief Operating Officer, Ford Model e | | | | | | September 2023 | | | | | | 55 | | |

| Mark Kosman | | | | | | Chief Accounting Officer | | | | | | February 2024 | | | | | | 59 | | |

(c)Mr. Lawler has held the position of Chief Financial Officer since October 2020.

He received the additional title of Vice Chair in June 2024.

- Marin Gjaja was Senior Partner and Managing Director at Boston Consulting Group (“BCG”).

He had been at BCG since 1996.

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Stock

Our Common Stock is listed on the New York Stock Exchange in the United States under the symbol F.

As of February 3, 2025, stockholders of record of Ford included approximately 96,223 holders of Common Stock and 3 holders of Class B Stock.

We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our Common Stock is held in “street name” by brokers.

Stock Performance Graph

*The information contained in this Stock Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.*

The following graph compares the cumulative total shareholder return on our Common Stock with the total return on the S&P 500 Index and the Dow Jones Automobiles & Parts Titans 30 Index for the five year period ended December 31, 2024.

It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends.


| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Base Period | | | | | | Years Ending | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Company/Index | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |

| Ford Motor Company | | | | | | 100 | | | | | | 96 | | | | | | 228 | | | | | | 132 | | | | | | 153 | | | | | | 133 | | |

| S&P 500 | | | | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| Dow Jones Automobiles & Parts Titans 30 | | | | | | 100 | | | | | | 151 | | | | | | 188 | | | | | | 128 | | | | | | 170 | | | | | | 183 | | |

The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in [removed: 2023] [added: 2024] and [removed: 2024:][added: 2025:]

| Dividends per share of Ford Common and Class B Stock | | | $ | [removed: 0.80] [added: 0.33] | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | [removed: 0.33] [added: 0.30] | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | 0.15 | |

(a)In the first quarter of [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] in addition to a regular dividend of $0.15 per share, we paid a supplemental dividend of [removed: $0.65] [added: $0.18] per share and [removed: $0.18] [added: $0.15] per share, respectively.

On February [removed: 5, 2025,] [added: 2, 2026,] we declared a regular dividend of $0.15 per [removed: share and a supplemental dividend of $0.15 per] share.

Market for Registrant’s Stock

Our Common Stock is listed on the New York Stock Exchange in the United States under the symbol F.

As of February 6, 2026, stockholders of record of Ford included approximately 92,216 holders of Common Stock and 4 holders of Class B Stock.

We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our Common Stock is held in “street name” by brokers.

Stock Performance Graph

*The information contained in this Stock Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.*

The following graph compares the cumulative total shareholder return on our Common Stock with the total return on the S&P 500 Index and the Dow Jones Automobiles & Parts Titans 30 Total Return Index for the five year period ended December 31, 2025.

It shows the growth of a $100 investment on December 31, 2020, including the reinvestment of all dividends.


| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Base Period | | | | | | Years Ending | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Company/Index | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

| Ford Motor Company | | | | | | 100 | | | | | | 237 | | | | | | 137 | | | | | | 159 | | | | | | 138 | | | | | | 197 | | |

| S&P 500 | | | | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |

| Dow Jones Automobiles & Parts Titans 30 | | | | | | 100 | | | | | | 125 | | | | | | 85 | | | | | | 113 | | | | | | 121 | | | | | | 149 | | |

*Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (Continued)*

We completed no share repurchases during the fourth quarter of 2025.

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | |

In the fourth quarter of 2024, we completed an anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during 2024.

The program authorized repurchases of up to 53 million shares of Ford Common Stock.

As shown in the rightmost column of the table below, we do not intend to make any further purchases under this program because its anti-dilutive purpose was fulfilled after purchasing only 36.43 million shares.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly-Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| October 1, 2024 through October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 30,270,000 | | |

| November 1, 2024 through November 30, 2024 | | | | | | 13,700,000 | | | | | | 10.91 | | | | | | 13,700,000 | | | | | | 16,570,000 | | |

| December 1, 2024 through December 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,570,000 (a) | | |

| Total / Average | | | | | | 13,700,000 | | | | | | $ | 10.91 | | | | | 13,700,000 | | | | | | | | |

__________

(a)The share repurchase program announced February 7, 2024 authorized repurchases of up to 53 million shares of Ford Common Stock.

Although we have repurchased 36.43 million shares and the program was authorized for up to 53 million, we do not intend to make any further purchases under this program because its anti-dilutive purpose has been fulfilled.

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

*Trade Policy.* To the extent governments in various regions implement or intensify [added: restrictions or] barriers to [removed: imports,] [added: trade,] such as [removed: erecting] tariff or non-tariff [removed: barriers] [added: barriers, export controls, currency manipulation,] or [removed: manipulating their currency, and provide advantages to local exporters selling into the global marketplace,] [added: policies that otherwise favor domestic companies,] there can be a significant negative impact on manufacturers based in other markets.

[removed: However, production constraints due to capacity and labor shortages remain as] [added: As] we adjust to shifting market conditions and balance our production mix, [removed: and the increased tariffs announced on February 1, 2025] [added: continued uncertainty with regard to current] and [removed: any additional] [added: future levels of] tariffs, as discussed above, could have a significant impact on our supply chain and, in turn, our production.

As [removed: they do, they] [added: these policy rates shift, central banks] need to carefully balance the risk that inflation remains elevated against the heightened financial and economic risks associated with high interest rates.

*Pricing Pressure.* Despite vehicle pricing remaining elevated over the last year due to strong demand, [added: lingering] supply shortages, [added: tariffs,] and inflationary costs, we have already observed some declines in new and used vehicle [removed: prices as auto production recovers from] [added: prices, especially in] the [removed: semiconductor shortage,] [added: EV segment,] but it is unclear whether [added: industry] prices will decline fully to pre-COVID-19 pandemic [removed: levels.][added: levels as costs remain elevated.]

Intense competition and excess capacity are likely to put downward pressure on inflation-adjusted prices, including increased marketing incentives, for [removed: similarly-contented] [added: similarly contented] vehicles and contribute to a challenging pricing environment for the automotive industry in most major markets.

[removed: *Electric Vehicle Market.* Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which] [added: This environment] has led us, and may in the future lead us, to adjust our [added: investments,] spending, production, [removed: and/or] [added: and] product [added: and future technology] launches to better match the pace of [removed: electric vehicle] [added: EV] adoption.

[removed: In] [added: For example, in] 2024, we [removed: recorded $1.2 billion of expenses related to] [added: announced] the cancellation of [removed: a previously announced] [added: an] all-electric three-row SUV program.

These [added: regulatory and] market dynamics may continue to occur, which could have a substantial [added: adverse] impact on our [added: results of operations and/or] business, including our investments in [removed: supply and] [added: supply,] production [removed: capacity.][added: capacity, and equity method investments.]

[removed: Further,] [added: Although recent actions taken and expected to be taken in] the [removed: pace] [added: United States and elsewhere may eliminate or reduce the stringency] of [removed: EV adoption could force] [added: such standards, if consumers do not purchase our EVs and other highly fuel-efficient vehicles in sufficient numbers, it may be difficult for] Ford to [added: meet applicable environmental standards in certain markets and may force us to] take various product-led actions (e.g., curtailing the production and sale of certain internal combustion vehicles) that could have substantial adverse effects on our sales volume and [removed: operations.][added: operations and/or purchase compliance credits from third parties.]

Spot prices for various commodities have recently [removed: diverged somewhat,] [added: diverged,] as weakening [removed: in] global [removed: industrial activity] [added: EV demand] mitigates price increases for [added: battery-related commodities, while] base metals such as steel and [removed: aluminum, while] [added: aluminum face tariff-related impacts, and] precious metals (e.g., [removed: palladium), and raw materials that are used in batteries for electric vehicles (e.g., lithium, cobalt, and nickel) have declined from historic highs but] [added: palladium) also] remain [removed: elevated.][added: at elevated price levels due to geopolitical uncertainty and other factors.]

[removed: The] [added: Overall, the] net impact on us and our suppliers has been higher material [removed: costs overall.][added: costs.]

[removed: batteries),] [added: To help ensure supply of raw materials for critical components,] we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.

For example, in Ford Blue, our larger, more profitable vehicles had an average contribution margin that was [removed: 150%] [added: 153%] of our total average contribution margin across all vehicles, whereas our smaller vehicles had significantly lower contribution margins.

In addition, government regulations [added: in certain markets] aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

*Inflation and Interest Rates.* We continue to see lingering impacts on our business due to inflation, including ongoing geopolitical volatility, driving up [removed: energy prices,] [added: labor costs,] freight premiums, and other operating costs above [removed: normal] [added: historical] rates.

Interest rates have increased significantly and are only now beginning to [removed: reverse,] [added: decline,] as central banks in developed countries attempted to subdue inflation while government deficits and debt remain at high levels in many global markets.

Accordingly, the eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for [removed: the] [added: our] business.

We also earn income from [added: other] operating lease assets, primarily vehicles, and record the income on a straight-line basis over the term of the lease agreement.

Specifically, we include in cost of sales each of the following: material costs (including commodity [added: and component] costs); freight [added: and duty (including tariff)] costs; warranty, including product recall costs; labor and other costs related to the development and production of our vehicles and connectivity, parts, accessories, and services; depreciation and amortization; regulatory compliance expenses; and other associated costs.

These costs include material (including [removed: commodity),] [added: commodity and component),] warranty, and freight and duty [added: (including tariff)] costs.

For example, structural costs are necessary to grow our business and improve profitability, invest in new [removed: products and] [added: products,] technologies, [added: and services,] respond to increasing industry sales volume, and grow our market share.

*Cost of sales* and *Selling, administrative, and other expenses* for full year [removed: 2024] [added: 2025] were [removed: $168.7] [added: $185.3] billion.

These items are discussed in more detail [added: under “Non-GAAP Financial Measures That Supplement GAAP Measures” on page 77 and] in Note 25 of the Notes to the Financial Statements.

We report special items separately to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when [removed: considering the trend of] [added: analyzing] ongoing operating results.

[removed: (b)Includes] [added: (a)Includes] related tax effect on special items and tax special items.

The table below shows our full year [removed: 2024] [added: 2025] key metrics for the Company compared to a year ago.

Net income/(loss) margin was 3.2% in 2024, up from 2.5% [removed: a year ago.][added: in 2023.]

Company adjusted EBIT margin was 5.5% in 2024, down from 5.9% [removed: a year ago.][added: in 2023.]

| | | | [added: | | |] 2023 | | | | | | 2024 | | | | | | H / (L) | | |

| Wholesale Units (000) (a) | | | [added: | | |] 2,920 | | | | | | 2,862 | | | | | | (58) | | |

| Revenue ($M) | | | [added: | | |] $ | 101,934 | | | | | $ | 101,935 | | | | | $ | 1 | |

| EBIT Margin (%) | | | [added: | | |] 7.3 | | % | | | | 5.2 | | % | | | | (2.1) ppts | | |

(a)Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China by our unconsolidated affiliates (about 455,000 units in 2023 and 438,000 units in [removed: 2024)][added: 2024).]

| 2023 Full Year EBIT | | | | | | $ | [removed: 7,462] [added: 7,453] | |

| Other | | | | | | [removed: 318] [added: 41] | | | [added: | | | — | | |]

| [removed: 2024] [added: 2024] Full Year [removed: EBIT] [added: EBIT] | | | | | | [removed: $] [added: $] | [removed: 5,284] [added: 5,269] | |

In 2024, Ford Blue’s wholesales decreased 2% from [removed: a year ago,] [added: 2023,] driven primarily by the end of production of the Fiesta in Europe and the Edge in North America, offset partially by higher Ranger and Bronco wholesales.

Full year 2024 revenue [removed: is] [added: was] flat year over year, primarily reflecting favorable currency-related pricing in South America and higher outside component sales revenue, offset by unfavorable exchange resulting from a stronger U.S. dollar.

Ford Blue’s 2024 full year EBIT was [removed: $5,284] [added: $5,269] million, a decrease of [removed: $2,178] [added: $2,184] million from [removed: a year ago,] [added: 2023,] with an EBIT margin of 5.2%.

| 2023 Full Year EBIT | | | | | | $ | [removed: (4,701)] [added: (4,778)] | |

Tariffs implemented to date in the United States and elsewhere have caused significant disruption, increased costs (both directly and indirectly), and uncertainty in the automotive industry, including for Ford, other OEMs, suppliers, and dealers, as well as customers.

Moreover, tariffs implemented or increased in the United States and elsewhere in the future may exacerbate these impacts.

Further, instability in the supply chain exacerbated by tariffs and other industry concerns, such as China’s restriction on the export of rare earth minerals and various components, has resulted in production disruptions and increased costs and heightens the risk of future production disruptions and additional cost increases.

Tariffs have affected and will continue to affect all OEMs, to various degrees.

In 2025, Ford’s gross costs related to tariffs implemented or revised in 2025 was about $3 billion, including the impact of tariff relief, and the net EBIT impact was about $2 billion after offsets.

This relief is subject to periodic approval by the U.S. Department of Commerce and may be revised based on factors such as U.S. production and import content levels.

As of December 31, 2025, we recognized a receivable of $974 million reflecting tariffs paid but for which we had not yet received refunds.

Although we have started to receive refunds, the timing for our receipt of refunds is uncertain and is subject to changes in trade policy.

Tariffs, particularly on auto parts for U.S. assembly, if sustained for an extended period of time, will have a significant adverse effect on U.S. production and the overall automotive industry.

For additional information regarding the impact and potential impact of trade policy and tariffs on our business, see the Outlook section on page 74 of this Report and Item 1A.

Risk Factors.

*Production and Supply Chain.* Market volatility and shifting global supply chains have continued to create some production constraints, though conditions have improved from the immediate post-COVID period.

In September 2025 and November 2025, fires at a Novelis Inc. plant in New York disrupted operations at the facility.

Novelis is a major aluminum supplier to Ford, and since the initial fire occurred, we have been working closely with Novelis to address the situation and exploring potential alternative sources of aluminum.

We have also sought mitigating actions to minimize potential disruptions to our operations.

Although the ultimate impact on Ford is uncertain, we experienced lower production in the fourth quarter of 2025 driven by the Novelis fires, which we expect to recover partially in 2026.

For more information regarding the impact and potential impact of the Novelis fires on our business, see the Outlook section on page 74 of this Report.

Risk Factors for additional discussion of the risks related to disruptions to Ford’s and Ford’s suppliers’ production and operations.

*Electric Vehicle Market.* Although we are investing in our EV strategy, we anticipate that the EV market will continue to evolve.

To date, we have observed lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, legal and policy changes, and significant developments in vehicle pricing dynamics, among other factors that we continue to monitor.

The trend may be further exacerbated as policy changes in the United States have reduced or eliminated supply- and demand-side EV incentives, which may further slow the adoption of EVs.

Moreover, potentially significant reductions in the stringency of federal emissions and fuel economy standards and federal legislation that eliminated the authority of California and other states to implement and enforce their most stringent emissions standards and zero-emission vehicle sales requirements, and other actions that may be forthcoming, may add to the disruption of the market for EVs in the United States, our largest market.

These developments, which may continue to affect the pace of EV adoption, could extend the period of underutilization of EV production capacity across the industry.

As a result of the lower-than-anticipated adoption rates, near-term pricing pressures, and other factors, we have recorded and may continue to incur charges related to payments to our EV-related suppliers (battery, raw material, or otherwise), inventory adjustments, impairments, or other matters.

The impact of that cancellation also resulted in changes to future technology and product launches.

Through December 31, 2025, we incurred expenses of $2.4 billion related to these actions, all of which we reported as special items.

Although we do not expect to incur significant additional expenses, cash payments related to these actions will continue through 2026.

In December 2025, we announced our decision to rationalize our EV manufacturing capacity and product roadmap, including cancelling three previously planned EVs and ending production of the current generation F-150 Lightning EV.

As a result of the challenges facing the EV market and the decisions we made in response to those challenges, we recorded the following charges as special items: an $8.4 billion pre-tax non-cash impairment charge, including goodwill, for our Model e long-lived assets; $1.1 billion of non-cash asset write-downs related to the EV program cancellations described above; and $1.2 billion of other charges to be paid in cash (primarily related to contractual commitments related to those programs).

We may incur additional expenses and cash expenditures of up to about $4 billion related to these actions and will recognize those charges in the quarter they are incurred as a special item.

In addition, in December 2025, Ford, SK On Co., Ltd., and SK Battery America, Inc., and BlueOval SK, LLC (“BOSK”) entered into a Joint Venture Disposition Agreement (“JVDA”), pursuant to which our membership interest in BOSK will be redeemed, and a Ford subsidiary will receive BOSK’s two Kentucky plants and related assets, and will assume the related liabilities.

The value of the liabilities assumed is expected to exceed the value of the assets received; accordingly, we do not expect to recover the carrying amount of our investment in BOSK.

Therefore, in the fourth quarter of 2025, we recorded a $3.2 billion pre-tax non-cash impairment charge as a special item.

Upon closing of the transactions contemplated by the JVDA (expected in the first half of 2026), we expect to recognize additional special item charges of about $3 billion, which includes about $500 million of cash expenditures.

For additional information about BOSK and the JVDA, see Note 23 of the Notes to the Financial Statements.

In total, in the fourth quarter of 2025, we recorded about $13.8 billion of charges related to our updated EV strategy and the expected disposition of our BOSK investment.

Further, the pace of EV adoption and slower-than-anticipated development of the EV market may impact our strategy to comply with regulatory emissions and fuel economy standards and zero-emission vehicle requirements.

For additional discussion of the impact of changes in the EV market to our business, and the risks related thereto, see the “Governmental Standards” discussion in “Item 1.

Business” and “Item 1A.

*Currency Exchange Rate Volatility.* Although a few global central banks have raised interest rates recently, most remain in the process of lowering policy rates that had been elevated in order to address inflation concerns.

In addition, as governments consider an expanded use of tariffs as a lever in achieving a balance of trade, this new dynamic could have a substantial adverse effect on our business and the automotive sector.

The new, substantial tariff increases on imports to the United States from Canada and Mexico (in addition to China) announced on February 1, 2025, should they be implemented and sustained for an extended period of time, would have a significant adverse effect, including financial, on the overall automotive industry, Ford, and our supply chain.

We will continue to monitor and address the developing role that geopolitical, climate, and labor concerns are playing in trade relations.

*Production and Supply Chain.* We continued to see improved supply chain throughput in 2024 resulting from improved resilience to short term disruptions.

*Currency Exchange Rate Volatility.* Globally, central banks have begun shifting from tightening policy by raising interest rates to holding rates steady or, in several markets, beginning to cut rates.

We may incur additional expenses and cash expenditures of about $700 million related to the cancellation, the majority of which we expect to record by the first half of 2025.

Further, significant unexpected changes in the EV demand environment have led, and may in the future lead, to incremental competitive pricing actions, and we may continue to incur expenses related to payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), asset write-downs, or other matters.

In addition, policy change in the United States could reduce or eliminate supply- and demand-side incentives, resulting in slower adoption of EVs.

Risk Factors for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

To help ensure supply of raw materials for critical components (e.g.,

Similar dynamics are impacting energy markets, with Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing conflict in Ukraine.

Such shortages may impact facilities operated by us or our suppliers, which could have an impact on us in Europe and other regions.

| EV program cancellation | | | | | | $ | — | | | | | $ | (1,200) | |

__________

| | | | | | | | | | | | | | | | | | | | | |

| Ford Blue | | | | | | $ | 7,462 | | | | | $ | 5,284 | | | | | $ | (2,178) | |

| Ford Model e | | | | | | (4,701) | | | | | | (5,076) | | | | | | (375) | | |

| Ford Pro | | | | | | 7,222 | | | | | | 9,015 | | | | | | 1,793 | | |

| Ford Next | | | | | | (138) | | | | | | (50) | | | | | | 88 | | |

| Corporate Other | | | | | | (760) | | | | | | (619) | | | | | | 141 | | |

| EBIT ($M) | | | 7,462 | | | | | | 5,284 | | | | | | (2,178) | | |

| | | | | | | | | |

| Cost | | | | | | (904) | | |

| Revenue ($M) | | | | | | $ | 5,897 | | | | | $ | 3,852 | | | | | $ | (2,045) | |

| EBIT ($M) | | | | | | (4,701) | | | | | | (5,076) | | | | | | (375) | | |

| EBIT Margin (%) | | | | | | (79.7) | | % | | | | (131.8) | | % | | | | (52.0) ppts | | |

| Cost | | | | | | 1,375 | | |

| EBIT ($M) | | | | | | 7,222 | | | | | | 9,015 | | | | | | 1,793 | | |

| Cost | | | | | | (2,823) | | |

Ford Next Segment

In 2024, the Ford Next segment primarily included expenses and investments for emerging business initiatives aimed at creating value for Ford in vehicle-adjacent market segments.

As of January 1, 2025, Ford Next is no longer a reportable segment, and those expenses and investments are reflected in either the reportable segments that benefit from those expenses and investments or Corporate Other.

Our Ford Next segment EBIT loss in 2024 was $50 million, an $88 million improvement from a year ago.

Ford Next has evolved from primarily investing in the development of autonomous vehicle capabilities to focus exclusively on incubating and launching new businesses creating strategic value for Ford.

| Auction Values (b) | | | | | | $ | 30,950 | | | | | $ | 29,810 | | | | | (4) | | % |

| | | | | | | 2022 | | | | | | 2023 | | |

| China | | | | | | $ | (380) | | | | | $ | (958) | |

| Europe | | | | | | (151) | | | | | | (978) | | |

| Ford Credit - Brazil | | | | | | (155) | | | | | | — | | |

| Other (a) | | | | | | (436) | | | | | | (87) | | |

Exhibits and Financial Statement Schedules” and are set forth beginning on page [removed: [105](#if98d7df654e1473ab87a6f3d26985799_259)] [added: [108](#ib41f1dc2c635492388ea657c970beb02_259)] immediately following the signature pages of this Report.

Farley, Jr., our Chief Executive Officer (“CEO”), and [removed: John T.][added: Sherry A.]

[removed: Lawler,] [added: House,] our Chief Financial Officer (“CFO”), have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, [removed: 2024,] [added: 2025,] and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238), an independent registered public accounting firm, as stated in its report included herein.

*Changes in Internal Control Over Financial Reporting.* There were no changes in internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation [removed: S-K, except as follows:][added: S-K.]

Andrew Frick, President, Ford Blue and Ford Customer Service Division, adopted a Rule 10b5-1 trading arrangement on December 24, 2024 that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The arrangement provides for the potential sale of up to 85,896 shares of Common Stock of the Company, subject to certain conditions.

The arrangement was adopted during an open trading window and has an expiration date of December 23, 2025.

The information required by Item 10 regarding our codes of ethics is incorporated by reference from the information under the caption “Corporate Governance – Codes of Ethics and Insider [removed: Trading”] [added: Trading Policy”] in our Proxy Statement.

The information required by Item 11 is incorporated by reference from the information under the following captions in our Proxy Statement: “Director Compensation in [removed: 2024,”] [added: 2025,”] “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Compensation of Named Executives,” “Summary Compensation Table,” “Grants of Plan-Based Awards in [removed: 2024,”] [added: 2025,”] “Outstanding Equity Awards at [removed: 2024] [added: 2025] Fiscal Year-End,” “Option Exercises and Stock Vested in [removed: 2024,”] [added: 2025,”] “Pension Benefits in [removed: 2024,”] [added: 2025,”] “Nonqualified Deferred Compensation in [removed: 2024,”] [added: 2025,”] “Potential Payments Upon Termination or Change-in-Control,” and “Pay Ratio.”

The following are contained in this [removed: 2024] [added: 2025] Form 10-K Report:

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024.][added: 2025.]

- Consolidated Income Statements for the years ended December 31, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024.][added: 2025.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024.][added: 2025.]

- Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2024.][added: 2025.]

- Consolidated Statements of Equity for the years ended December 31, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024.][added: 2025.]

The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements, and the Notes to the Financial Statements listed above are filed as part of this Report and are set forth beginning on page [removed: [105](#if98d7df654e1473ab87a6f3d26985799_259)] [added: [108](#ib41f1dc2c635492388ea657c970beb02_259)] immediately following the signature pages of this Report.

| Schedule II | | | | | | Valuation and Qualifying Accounts for the years ended [removed: 2022,] 2023, [added: 2024,] and [removed: 2024] [added: 2025] | | |

Schedule II is filed as part of this Report and is set forth on page [removed: [177](#if98d7df654e1473ab87a6f3d26985799_379)] [added: [176](#ib41f1dc2c635492388ea657c970beb02_373)] immediately following the Notes to the Financial Statements referred to above.

The other schedules are omitted because they are not [removed: applicable,] [added: applicable or] the information required to be contained in them is disclosed elsewhere on our Consolidated Financial [removed: Statements, or the amounts involved are not sufficient to require submission.][added: Statements.]

| [Exhibit [removed: 3-B](https://www.sec.gov/Archives/edgar/data/37996/000003799622000085/exhibit31-byxlawsxfordmoto.htm)] [added: 3-B](https://www.sec.gov/Archives/edgar/data/37996/000003799625000236/fordmotorcompanyby-lawsdec.htm)] | | | | | | [removed: By-laws.] [added: By-Laws, as amended December 11, 2025.] | | | | | | Filed as Exhibit [removed: 3.1] [added: 3] to our [added: Current Report on] Form 8-K filed on December [removed: 9, 2022.] [added: 12, 2025.] (a) | | |

| [Exhibit [removed: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799625000013/f12312024exhibit4-b.htm)] [added: 4-B](https://www.sec.gov/Archives/edgar/data/37996/000003799626000015/f12312025exhibit4-b.htm)] | | | | | | Description of Securities. | | | | | | Filed with this Report. | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit103.htm)[E](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit103.htm)] [added: 10-G-1](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit105.htm)] | | | | | | [removed: Benefit Equalization] [added: Defined Contribution Supplemental Executive Retirement] Plan, as amended and restated effective as of January 1, 2022. (b) | | | | | | Filed as Exhibit [removed: 10.3] [added: 10.5] to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000010/f12312019exhibit10-e.htm)[F](https://www.sec.gov/Archives/edgar/data/37996/000003799620000010/f12312019exhibit10-e.htm)] [added: 10-H-2](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-gx2.htm)] | | | | | | [added: Amendment to] Description of [removed: financial counseling services provided to certain executives.] [added: Director Compensation as of July 1, 2013.] (b) | | | | | | Filed as Exhibit [removed: 10-E] [added: 10-G-2] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2019.] [added: 2013.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000063/ex1012024dbserpar.htm)[G](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000063/ex1012024dbserpar.htm)] [added: 10-G](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000063/ex1012024dbserpar.htm)] | | | | | | Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective as of March 14, 2024. (b) | | | | | | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed March 14, 2024. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit105.htm)[G](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit105.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit105.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[S](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[\-3](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)] | | | | | | [removed: Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of January 1,] [added: Performance-Based Restricted Stock Unit Metrics for] 2022. (b) | | | | | | Filed as Exhibit [removed: 10.5] [added: 10.2] to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000114036106016173/ex10_g3.htm)[H](https://www.sec.gov/Archives/edgar/data/37996/000114036106016173/ex10_g3.htm)] [added: 10-H](https://www.sec.gov/Archives/edgar/data/37996/000114036106016173/ex10_g3.htm)] | | | | | | Description of Director Compensation as of July 13, 2006. (b) | | | | | | Filed as Exhibit 10-G-3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799612000007/f12312011exhibit10-fx3.htm)[H](https://www.sec.gov/Archives/edgar/data/37996/000003799612000007/f12312011exhibit10-fx3.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000003799612000007/f12312011exhibit10-fx3.htm)] [added: 10-H-1](https://www.sec.gov/Archives/edgar/data/37996/000003799612000007/f12312011exhibit10-fx3.htm)] | | | | | | Amendment to Description of Director Compensation as of February 8, 2012. (b) | | | | | | Filed as Exhibit 10-F-3 to our Annual Report on Form 10-K for the year ended December 31, 2011. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-gx2.htm)[H](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-gx2.htm)[\-2](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-gx2.htm)] [added: 10-H-3](https://www.sec.gov/Archives/edgar/data/37996/000003799617000013/f12312016exhibit10-gx3.htm)] | | | | | | Amendment to Description of Director Compensation as of [removed: July] [added: January] 1, [removed: 2013.] [added: 2017.] (b) | | | | | | Filed as Exhibit [removed: 10-G-2] [added: 10-G-3] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2013.] [added: 2016.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799617000013/f12312016exhibit10-gx3.htm)[H](https://www.sec.gov/Archives/edgar/data/37996/000003799617000013/f12312016exhibit10-gx3.htm)[\-3](https://www.sec.gov/Archives/edgar/data/37996/000003799617000013/f12312016exhibit10-gx3.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)] | | | | | | [removed: Amendment to Description] [added: Suspension] of [removed: Director] [added: Open Enrollment in Deferred] Compensation [removed: as of January 1, 2017.] [added: Plan.] (b) | | | | | | Filed as Exhibit [removed: 10-G-3] [added: 10-M-1] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2016.] [added: 2009.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000114036108018630/ex10_1.htm)[I](https://www.sec.gov/Archives/edgar/data/37996/000114036108018630/ex10_1.htm)] [added: 10-I](https://www.sec.gov/Archives/edgar/data/37996/000114036108018630/ex10_1.htm)] | | | | | | 2008 Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-i.htm)[J](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-i.htm)] [added: 10-J](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f12312021exhibit10-i.htm)] | | | | | | Description of Vehicle Evaluation Program for Non-Executive Directors. (b) | | | | | | Filed as Exhibit 10-I to our Annual Report on Form 10-K for the year ended December 31, 2021. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10i.htm)[K](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10i.htm)] [added: 10-K](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10i.htm)] | | | | | | Non-Employee Directors Life Insurance and Optional Retirement Plan as amended and restated as of December 31, 2010. (b) | | | | | | Filed as Exhibit 10-I to our Annual Report on Form 10-K for the year ended December 31, 2010. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-kx1.htm)[L](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-kx1.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-kx1.htm)] [added: 10-L-1](https://www.sec.gov/Archives/edgar/data/37996/000003799614000010/f12312013exhibit10-kx1.htm)] | | | | | | Description of Amendment to Basic Life Insurance and Accidental Death & Dismemberment Insurance. (b) | | | | | | Filed as Exhibit 10-K-1 to our Annual Report on Form 10-K for the year ended December 31, 2013. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-l.htm)[M](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-l.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)[S](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)[\-7](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)] | | | | | | [removed: Offer Letter to Peter Stern dated July 21, 2023.] [added: Corporate Officer Compensation Recoupment Policy.] (b) | | | | | | Filed as Exhibit [removed: 10-L] [added: 10-Q-7] to our Annual Report on Form 10-K for the year ended December 31, 2023. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)[N](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)[O](https://www.sec.gov/Archives/edgar/data/37996/000003799622000013/f123121exhibit10-n.htm)] | | | | | | Offer Letter to Doug Field dated August 26, 2021. (b) | | | | | | Filed as Exhibit 10-N to our Annual Report on Form 10-K for the year ended December 31, 2021. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)[O](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)[P](https://www.sec.gov/Archives/edgar/data/37996/000003799620000071/f09302020exhibit101.htm)] | | | | | | Agreement between Ford Motor Company and James D. Farley, Jr. dated August 3, 2020. (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000063/ex1032024srpar.htm)[P](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000063/ex1032024srpar.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799625000236/exhibit102-selectretiremen.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000003799625000236/exhibit102-selectretiremen.htm)] | | | | | | Select Retirement Plan, as amended and restated effective as of [removed: March 14, 2024.] [added: January 1, 2026.] (b) | | | | | | Filed as Exhibit [removed: 10.3] [added: 10.2] to our Current Report on Form 8-K filed [removed: March 14, 2024.] [added: December 12, 2025.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000115752311001210/a6622311_ex10m.htm)] | | | | | | Deferred Compensation Plan, as amended and restated as of December 31, 2010. (b) | | | | | | Filed as Exhibit 10-M to our Annual Report on Form 10-K for the year ended December 31, 2010. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[Q](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)[\-1](https://www.sec.gov/Archives/edgar/data/37996/000115752310001218/a6182308ex10m1.htm)] [added: 10-U](https://www.sec.gov/Archives/edgar/data/37996/000003799625000013/f12312024exhibit10-t.htm)] | | | | | | [removed: Suspension of Open Enrollment in Deferred Compensation Plan.] [added: 2023 Long-Term Incentive Plan, as amended January 1, 2025.] (b) | | | | | | Filed as Exhibit [removed: 10-M-1] [added: 10-T] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2009.] [added: 2024.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit101.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit101.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit101.htm)[S](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit101.htm)] | | | | | | Annual Performance Bonus Plan, as amended May 10, 2023. (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[\-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit101.htm)[S](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit101.htm)[\-1](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit101.htm)] | | | | | | Annual Performance Bonus Plan Metrics for [removed: 2023.] [added: 2024.] (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023.] [added: 2024.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)[R](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)[\-2](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)] [added: 10-S-2](https://www.sec.gov/Archives/edgar/data/0000037996/000003799625000072/f03312025exhibit101.htm)] | | | | | | Annual Performance Bonus Plan Metrics for [removed: 2024.] [added: 2025.] (b) | | | | | | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2024.] [added: 2025.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)[\-3](https://www.sec.gov/Archives/edgar/data/37996/000003799621000026/f03312021exhibit102.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/0000037996/000003799623000029/f03312023exhibit102.htm)[S](https://www.sec.gov/Archives/edgar/data/0000037996/000003799623000029/f03312023exhibit102.htm)[\-4](https://www.sec.gov/Archives/edgar/data/0000037996/000003799623000029/f03312023exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2021.] [added: 2023.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.] [added: 2023.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[\-](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)[4](https://www.sec.gov/Archives/edgar/data/37996/000003799622000024/f03312022exhibit102.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit102.htm)[S](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit102.htm)[\-5](https://www.sec.gov/Archives/edgar/data/0000037996/000003799624000075/f03312024exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2022.] [added: 2024.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022.] [added: 2024.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[\-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)[5](https://www.sec.gov/Archives/edgar/data/37996/000003799623000029/f03312023exhibit101.htm)] [added: 10-S-6](https://www.sec.gov/Archives/edgar/data/0000037996/000003799625000072/f03312025exhibit102.htm)] | | | | | | Performance-Based Restricted Stock Unit Metrics for [removed: 2023.] [added: 2025.] (b) | | | | | | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023.] [added: 2025.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)[R](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)[\-6](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000037996/000003799624000075/f-20240331.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1011.htm)[U](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1011.htm)[\-10](https://www.sec.gov/Archives/edgar/data/37996/000003799623000050/f06302023exhibit1011.htm)] | | | | | | [removed: Performance-Based] [added: Form of 2023 Long-Term Incentive Plan] Restricted Stock Unit [removed: Metrics for 2024.] [added: Agreement.] (b) | | | | | | Filed as Exhibit [removed: 10.2] [added: 10.11] to our Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2024.] [added: June 30, 2023.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)[R](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)[\-7](https://www.sec.gov/Archives/edgar/data/37996/000003799624000009/f12312023exhibit10-qx7.htm)] [added: 19](https://www.sec.gov/Archives/edgar/data/0000037996/000003799625000013/f12312024exhibit19.htm)] | | | | | | [removed: Corporate Officer Compensation Recoupment Policy. (b)] [added: Ford Motor Company Insider Trading Policy as of October 9, 2024.] | | | | | | Filed as Exhibit [removed: 10-Q-7] [added: 19] to our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.] [added: 2024.] (a) | | |

| [Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)[S](https://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)] [added: 10-](https://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)[T](https://www.sec.gov/Archives/edgar/data/37996/000110465918047243/a18-17327_1ex4d1.htm)] | | | | | | 2018 Long-Term Incentive Plan. (b) | | | | | | Filed as Exhibit 4.1 to Registration Statement No. 333-226348. (a) | | |

| [Exhibit [removed: 10-T](https://www.sec.gov/Archives/edgar/data/37996/000003799625000013/f12312024exhibit10-t.htm)] [added: 21](https://www.sec.gov/Archives/edgar/data/37996/000003799626000015/f12312025exhibit21.htm)] | | | | | | [removed: 2023 Long-Term Incentive Plan,] [added: List of Subsidiaries of Ford] as [removed: amended] [added: of] January [removed: 1, 2025. (b)] [added: 31, 2026.] | | | | | | Filed with this Report. | | |

| [Exhibit 10-E](https://www.sec.gov/Archives/edgar/data/37996/000003799625000236/exhibit101-benefitequaliza.htm) | | | | | | Benefit Equalization Plan, as amended and restated effective as of January 1, 2026. (b) | | | | | | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed December 12, 2025. (a) | | |

| [Exhibit 10-F](https://www.sec.gov/Archives/edgar/data/37996/000003799626000015/f12312025exhibit10-f.htm) | | | | | | Description of Executive Wellness Program Allowance. (b) | | | | | | Filed with this Report. | | |

| [Exhibit 10-M](https://www.sec.gov/Archives/edgar/data/37996/000003799626000015/f12312025exhibit10-m.htm) | | | | | | Offer Letter to Sherry House dated April 19, 2024. (b) | | | | | | Filed with this Report. | | |

| [Exhibit 10-N](https://www.sec.gov/Archives/edgar/data/37996/000003799626000015/f12312025exhibit10-n.htm) | | | | | | Offer Letter to Alicia Boler Davis dated September 11, 2025. (b) | | | | | | Filed with this Report. | | |

| [Exhibit 10-W-15](https://www.sec.gov/Archives/edgar/data/37996/000003799625000067/exhibit101-x8xkdatedapril1.htm) | | | | | | Twenty-Second Amendment dated April 17, 2025 to our Credit Agreement dated as of December 15, 2006, as amended and restated as of November 24, 2009, as amended and restated as of April 30, 2014, as amended and restated as of April 30, 2015, as amended and restated as of September 29, 2021, and as further amended. (d) | | | | | | Filed as Exhibit 10.1 to our Current Report on Form 8-K filed April 17, 2025. (a) | | |