filings.toolsGeneral Motors 10-K 2025-12-31
Filed 2026-01-27. 19 sections, 606K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-34960
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 27-0756180 | ||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||
| 1240 Woodward Avenue, | Detroit, | Michigan | 48265 | ||||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) |
(313) 667-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | GM | New York Stock Exchange | ||||||
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately $47.0 billion as of June 30, 2025.
As of January 15, 2026 there were 903,967,853 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement related to the Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I | |||||||||||
| Item 1. | Business | 1 | |||||||||
| Item 1A. | Risk Factors | 12 | |||||||||
| Item 1B. | Unresolved Staff Comments | 23 | |||||||||
| Item 1C. | Cybersecurity | 23 | |||||||||
| Item 2. | Properties | 24 | |||||||||
| Item 3. | Legal Proceedings | 25 | |||||||||
| Item 4. | Mine Safety Disclosures | 25 | |||||||||
| PART II | |||||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 25 | |||||||||
| Item 6. | [Reserved] | 27 | |||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 47 | |||||||||
| Item 8. | Financial Statements and Supplementary Data | 54 | |||||||||
| Consolidated Income Statements | 54 | ||||||||||
| Consolidated Statements of Comprehensive Income | 54 | ||||||||||
| Consolidated Balance Sheets | 55 | ||||||||||
| Consolidated Statements of Cash Flows | 56 | ||||||||||
| Consolidated Statements of Equity | 57 | ||||||||||
| Notes to Consolidated Financial Statements | 58 | ||||||||||
| Note 1. | Nature of Operations and Basis of Presentation | 58 | |||||||||
| Note 2. | Significant Accounting Policies | 58 | |||||||||
| Note 3. | Revenue | 65 | |||||||||
| Note 4. | Marketable and Other Securities | 67 | |||||||||
| Note 5. | GM Financial Receivables and Transactions | 68 | |||||||||
| Note 6. | Inventories | 71 | |||||||||
| Note 7. | Operating Leases | 71 | |||||||||
| Note 8. | Equity in Net Assets of Nonconsolidated Affiliates | 72 | |||||||||
| Note 9. | Property | 75 | |||||||||
| Note 10. | Goodwill and Intangible Assets | 75 | |||||||||
| Note 11. | Variable Interest Entities | 76 | |||||||||
| Note 12. | Accrued and Other Liabilities | 77 | |||||||||
| Note 13. | Debt | 78 | |||||||||
| Note 14. | Derivative Financial Instruments | 80 | |||||||||
| Note 15. | Pensions and Other Postretirement Benefits | 81 | |||||||||
| Note 16. | Commitments, Contingencies, and Uncertainties | 88 | |||||||||
| Note 17. | Income Taxes | 92 | |||||||||
| Note 18. | Restructuring and Other Initiatives | 96 | |||||||||
| Note 19. | Interest Income and Other Non-Operating Income | 97 | |||||||||
| Note 20. | Stockholders’ Equity and Noncontrolling Interests | 97 | |||||||||
| Note 21. | Earnings Per Share | 100 | |||||||||
| Note 22. | Stock Incentive Plans | 100 | |||||||||
| Note 23. | Segment Reporting | 101 | |||||||||
| Note 24. | Supplemental Information for the Consolidated Statements of Cash Flows | 105 |
| Page | |||||||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 106 | |||||||||
| Item 9A. | Controls and Procedures | 106 | |||||||||
| Item 9B. | Other Information | 107 | |||||||||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 107 | |||||||||
| PART III | |||||||||||
| Item 10. | Directors, Executive Officers, and Corporate Governance | 107 | |||||||||
| Item 11. | Executive Compensation | 107 | |||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 107 | |||||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 107 | |||||||||
| Item 14. | Principal Accountant Fees and Services | 107 | |||||||||
| PART IV | |||||||||||
| Item 15. | Exhibits and Financial Statement Schedules | 108 | |||||||||
| Item 16. | Form 10-K Summary | 110 | |||||||||
| Signatures | 111 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART I
Item 1. Business
General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General Motors, or GM) was incorporated as a Delaware corporation in 2009. We design, build, and sell trucks, crossovers, cars, and automobile parts and provide software-enabled services and subscriptions worldwide. Our automotive operations meet the demands of our customers through our segments: GM North America (GMNA) and GM International (GMI) with vehicles developed, manufactured, and/or marketed under the Buick, Cadillac, Chevrolet, and GMC brands. We also have equity ownership stakes in entities that meet the demands of customers in other countries, primarily in China, with vehicles developed, manufactured, and/or marketed under the Baojun, Buick, Cadillac, Chevrolet, and Wuling brands. In December 2024, we announced that we would no longer fund Cruise's robotaxi development work and will refocus our autonomous driving strategy on personal vehicles and, in February 2025, we completed the acquisition of the noncontrolling interests in Cruise, began to wind down the Cruise robotaxi operations, and combined the GM and Cruise autonomous technical efforts in our GMNA segment. We provide automotive financing services through our General Motors Financial Company, Inc. (GM Financial) segment. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Note 23 to our consolidated financial statements for financial information about our segments. Except for per share amounts or as otherwise specified, amounts presented within tables are stated in millions. Certain columns and rows may not sum due to rounding. Forward-looking statements in this Business section are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to Item 1A. Risk Factors and the "Forward-Looking Statements" section of Part II, Item 7. MD&A for a discussion of these risks and uncertainties.
Our strong product portfolio exemplifies our deep design and engineering expertise, iconic brands, award winning vehicles, and clear outlook for the future, leading the U.S. auto industry in sales. We continue to push the industry forward, with a vision to create the right vehicle for every driver and a world with zero crashes, zero emissions, and zero congestion. Building on a century of innovation, we are leveraging software, hardware, artificial intelligence (AI), and sensors to produce safer, smarter, and more fuel efficient vehicles. We are developing advanced driver assistance and autonomous vehicle (AV) technology to help eliminate human driving error, save lives, and improve mobility for everyone.
Vehicle Portfolio Our internal combustion engine (ICE) portfolio is a key driver of financial and market performance and customer loyalty led by our full-size trucks and sport utility vehicles (SUVs). We maintain a strong presence in both the mainstream and luxury categories of the auto industry. We serve the mainstream market with Chevrolet and GMC trucks, SUVs, and crossover utility vehicles, which are driving volume growth in premium-priced market segments. Our Cadillac brand, which continues to grow, services the global luxury segment, while also maintaining strong market presence in North America.
GM has made significant investments to build a broad portfolio of electric vehicles (EVs) including establishing manufacturing and supply chain capacity for EVs, batteries, and components, in North America. Our EV portfolio has achieved significant market growth with strong positioning in the U.S. market. Our New Energy Vehicles (NEVs) in China have contributed to the turnaround in sales and business performance in China. EVs like the Chevrolet Equinox EV, Cadillac LYRIQ, Cadillac ESCALADE IQ, and the GMC Sierra EV have brought new customers to our brands and helped increase our EV market share.
Despite our recent EV sales growth, U.S. regulatory and economic policy changes have impacted our expectations regarding the pace of EV growth and consumer demand. We have taken actions to strategically realign our EV capacity and manufacturing footprint with the slowing in customer demand for EVs. Due to our broad and diversified portfolio of both ICE and electric vehicles, we believe we are well positioned to respond to changes in demand given our strong market position with ICE vehicles in the U.S. and the success of our Chevrolet, Cadillac, and GMC EVs with customers.
We are prioritizing an overall portfolio that successfully meets customer demand. We continue to invest in ICE vehicles alongside our EVs and plan to introduce new battery chemistries and form factors that will deliver the EV range and performance our customers desire, with even lower pack costs and improved profitability. Our EV portfolio takes advantage of integrated supply chain development, including battery cell production from Ultium Cells Holdings LLC (a joint venture with LG Energy Solution) in plants in Warren, Ohio and Spring Hill, Tennessee.
We continue to build our vehicle portfolio on a foundation of extensive manufacturing capability. We have a network of 50 U.S. manufacturing plants and parts facilities in 19 states, which includes 11 vehicle assembly plants. In 2025, we announced
GENERAL MOTORS COMPANY AND SUBSIDIARIES
our plan to spend approximately $4.0 billion in capital investments to onshore production at plants in Tennessee, Kansas, and Michigan over the next two years and nearly $1.0 billion to build a new generation of advanced, fuel-efficient V8 engines in New York. These investments in U.S. assembly and propulsion plants will enable us to strengthen domestic manufacturing and ensure flexibility for both ICE and electric vehicles.
As government policies have evolved, we have acted with urgency and discipline to maintain strong positioning within the industry. In 2025, the U.S. and other governments implemented new import tariffs impacting GM and our suppliers, including tariffs on vehicles and parts imported into the U.S. The tariff environment is highly dynamic and the specific tariffs applicable to goods imported by GM and its suppliers into the U.S., including under the U.S.-Mexico-Canada Agreement, and other countries are likely to evolve further. We will continue to adapt as appropriate.
Software-Enabled Technology Services Our vehicles are equipped with a suite of software-enabled services, aimed at improving the customer experience and creating vehicles that improve and evolve over time, including OnStar services and Super Cruise. With nearly three decades of experience, OnStar is a global leader in enabling connected vehicle services. OnStar is available in more than 20 markets globally. As GM introduces more software-defined vehicles, OnStar will play a key role as an enabler of safety, infotainment, connectivity, and driver assistance features. OnStar provides one ecosystem for retail and fleet customers to use, engage, and shop through a broader set of service offerings available at and after vehicle purchase. Our end-to-end software platform provides customers with software-defined features, apps, and services over-the-air and empowers customers to update their ownership experiences with desirable features, software services, vehicle performance, and Super Cruise, our hands-free driver assistance technology. With an attentive driver and under proper conditions, Super Cruise enables drivers of equipped vehicles to travel hands-free on more than 600,000 miles of compatible roads in the U.S. and Canada. Many of GM's latest ICE vehicles and EVs are employing this software platform as it rolls out across most products in the coming years.
Cruise GM Cruise Holdings LLC (Cruise Holdings), our wholly-owned subsidiary, has refocused from robotaxi development to developing our automated driving systems for personal vehicles. We worked with the Cruise leadership team to restructure Cruise's operations and have combined the GM and Cruise technical efforts to build on the success of Super Cruise and prioritize the development of advanced driver-assistance systems (ADAS) on a path to fully autonomous personal vehicles. Refer to Item 1A. Risk Factors for a further discussion of the risks associated with our AV strategy.
Competitive Position and Vehicle Sales The principal factors that determine consumer vehicle preferences in the markets in which we operate include overall vehicle design, price, quality, available options, safety, reliability, fuel economy or range, and functionality. Market leadership in individual countries in which we compete varies widely.
We present both wholesale and total vehicle sales data to assist in the analysis of our revenue and market share. Wholesale vehicle sales data consists of sales to GM's dealers and distributors, as well as sales to the U.S. Government, and excludes vehicles sold by our joint ventures. Wholesale vehicle sales data correlates to our revenue recognized from the sale of vehicles, which is the largest component of Automotive net sales and revenue. In the year ended December 31, 2025, 27.5% of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by our Automotive operations (vehicles in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| GMNA | 3,296 | 86.8 | % | 3,464 | 86.4 | % | 3,147 | 83.5 | % | ||||||||||||||||||||||||||
| GMI | 503 | 13.2 | % | 547 | 13.6 | % | 621 | 16.5 | % | ||||||||||||||||||||||||||
| Total | 3,799 | 100.0 | % | 4,010 | 100.0 | % | 3,768 | 100.0 | % |
Total vehicle sales data represents: (1) retail sales (i.e., sales to consumers who purchase new vehicles from dealers or distributors); (2) fleet sales (i.e., sales to large and small businesses, governments, and daily rental car companies); and (3) certain vehicles used by dealers in their business, including but not limited to courtesy transportation vehicles previously used by dealers that were sold to the end consumer. Total vehicle sales data includes all sales by joint ventures on a total vehicle basis, not based on our percentage ownership interest in the joint venture, including vehicle sales of non-GM trademarked vehicles, which are included in the total vehicle sales we report for China. While total vehicle sales data does not correlate directly to the revenue we recognize during a particular period, we believe it is indicative of the underlying demand for our vehicles. Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers,
GENERAL MOTORS COMPANY AND SUBSIDIARIES
distributors, and joint ventures; commercially available data sources, such as registration and insurance data; and internal estimates and forecasts when other data is not available.
The following table summarizes industry and GM total vehicle sales and our related competitive position by geographic region (vehicles in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Industry | GM | Market Share | Industry | GM | Market Share | Industry | GM | Market Share | |||||||||||||||||||||||||||||||||||||||||||||
| North America | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | 16,631 | 2,853 | 17.2 | % | 16,356 | 2,705 | 16.5 | % | 16,022 | 2,595 | 16.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 4,027 | 507 | 12.6 | % | 3,904 | 510 | 13.1 | % | 3,590 | 460 | 12.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Total North America | 20,658 | 3,361 | 16.3 | % | 20,260 | 3,215 | 15.9 | % | 19,612 | 3,055 | 15.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Asia/Pacific, Middle East, and Africa | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| China(a) | 26,412 | 1,880 | 7.1 | % | 26,408 | 1,839 | 7.0 | % | 24,967 | 2,099 | 8.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 22,368 | 538 | 2.4 | % | 21,876 | 522 | 2.4 | % | 22,189 | 577 | 2.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Asia/Pacific, Middle East, and Africa | 48,780 | 2,418 | 5.0 | % | 48,284 | 2,360 | 4.9 | % | 47,156 | 2,676 | 5.7 | % | |||||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brazil | 2,688 | 276 | 10.3 | % | 2,634 | 315 | 12.0 | % | 2,307 | 328 | 14.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Other | 1,679 | 126 | 7.5 | % | 1,347 | 109 | 8.1 | % | 1,419 | 128 | 9.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Total South America | 4,367 | 403 | 9.2 | % | 3,981 | 424 | 10.7 | % | 3,726 | 456 | 12.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Total in GM markets | 73,805 | 6,182 | 8.4 | % | 72,524 | 6,000 | 8.3 | % | 70,494 | 6,187 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Total Europe | 16,925 | 2 | — | % | 16,765 | 2 | — | % | 16,526 | 2 | — | % | |||||||||||||||||||||||||||||||||||||||||
| Total Worldwide(b) | 90,730 | 6,184 | 6.8 | % | 89,289 | 6,003 | 6.7 | % | 87,020 | 6,189 | 7.1 | % | |||||||||||||||||||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cars | 2,719 | 57 | 2.1 | % | 2,946 | 178 | 6.0 | % | 3,070 | 224 | 7.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Trucks | 4,592 | 1,517 | 33.0 | % | 4,336 | 1,383 | 31.9 | % | 4,249 | 1,303 | 30.7 | % | |||||||||||||||||||||||||||||||||||||||||
| Crossovers | 9,320 | 1,280 | 13.7 | % | 9,074 | 1,144 | 12.6 | % | 8,702 | 1,068 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Total United States | 16,631 | 2,853 | 17.2 | % | 16,356 | 2,705 | 16.5 | % | 16,022 | 2,595 | 16.2 | % | |||||||||||||||||||||||||||||||||||||||||
| China(a) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| SGMS | 512 | 524 | 870 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| SGMW | 1,368 | 1,315 | 1,229 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 26,412 | 1,880 | 7.1 | % | 26,408 | 1,839 | 7.0 | % | 24,967 | 2,099 | 8.4 | % |
(a)Includes sales by the Automotive China Joint Ventures (Automotive China JVs): SAIC General Motors Sales Co., Ltd. (SGMS) and SAIC GM Wuling Automobile Co., Ltd. (SGMW).
(b)Cuba, Iran, North Korea, and Sudan have been subject to broad economic sanctions. Accordingly, these countries are excluded from industry sales data and corresponding calculation of market share.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
As discussed above, total vehicle sales and market share data provided in the table above includes fleet vehicles. We sell vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies, and governments. Certain fleet transactions, particularly sales to daily rental car companies, are generally less profitable than retail sales to end customers. The following table summarizes estimated fleet sales and those sales as a percentage of total vehicle sales (vehicles in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| GMNA | 667 | 615 | 679 | ||||||||||||||
| GMI | 427 | 401 | 506 | ||||||||||||||
| Total fleet sales | 1,094 | 1,016 | 1,185 | ||||||||||||||
| Fleet sales as a percentage of total vehicle sales | 17.7 | % | 16.9 | % | 19.2 | % |
Product Pricing Several methods are used to promote our products, including the use of dealer, retail, and fleet incentives, such as customer rebates and finance rate support. The level of incentives is dependent upon the level of competition in the markets in which we operate and the level of demand for our products.
Cyclical and Seasonal Nature of Business The market for vehicles can be cyclical and depends in part on general economic conditions, credit availability, and consumer spending. Vehicle markets can also be seasonal. Production varies from month to month. Vehicle model changeovers occur throughout the year as a result of new market entries.
Relationship with Dealers We market vehicles and automotive parts primarily through a network of independent authorized retail dealers. These outlets include distributors, dealers, and authorized sales, service, and parts outlets. Our customers can obtain a wide range of after-sale vehicle services and products through our dealer network, such as maintenance, light repairs, collision repairs, vehicle accessories, and extended service warranties. The number of authorized dealerships and other agents performing similar functions were 4,566 in GMNA and 6,276 in GMI at December 31, 2025.
We, and our joint ventures, enter into a contract with each authorized dealer agreeing to sell to the dealer one or more specified product lines at wholesale prices and granting the dealer the right to sell those products to customers from an approved location. Our dealers often offer more than one GM brand at a single dealership in a number of our markets. Authorized dealers offer parts, accessories, service, and repairs for GM vehicles in the product lines that they sell using GM parts and accessories. Our dealers are authorized to service GM vehicles under our limited warranty, and those repairs are made almost exclusively with GM parts. Our dealers generally provide their customers with access to credit or lease financing, vehicle insurance, and extended service contracts, which may be provided by GM Financial and other financial institutions.
The quality of GM dealerships and our relationship with our dealers are critical to our success, given that they maintain the primary sales and service interface with the end consumer of our products. In addition to the terms of our contracts with our dealers, we are regulated by various country and state franchise laws and regulations that may supersede those contractual terms and impose specific regulatory requirements and standards for initiating dealer network changes, pursuing terminations for cause, and other contractual matters.
Research, Product Development, and Intellectual Property Costs for research, manufacturing engineering, software engineering, product engineering, and design and development activities primarily relate to developing new products or services or improving existing products or services, including activities related to vehicle and greenhouse gas (GHG) emissions control, improved fuel economy, EVs, ADAS, and the safety of drivers and passengers. Research and development expenses were $8.5 billion, $9.2 billion, and $9.9 billion in the years ended December 31, 2025, 2024, and 2023.
Product Development The Global Product Development organization is responsible for delivering an end-to-end, integrated product and software ecosystem designed to deliver safer, smarter, and more seamless driving experiences across multiple vehicle segments. The work spans advanced driver assistance and autonomy, connected vehicle platforms, and OnStar’s evolution into an intelligent, always-on services layer, combining software, AI, and vehicle platforms to continuously improve the customer experience over time. Our global vehicle architecture development team is headquartered at our Technical Center in Warren, Michigan, where we build experiences to meet customer requirements and maximize global economies of scale.
Intellectual Property We are constantly innovating and hold a significant number of patents, copyrights, trade secrets, and other intellectual property that protect those innovations in numerous countries. While no single piece of intellectual property is
GENERAL MOTORS COMPANY AND SUBSIDIARIES
individually material to our business as a whole, our intellectual property is important to our operations and continued technological development. Additionally, we hold a number of trademarks and service marks that are very important to our identity and recognition in the marketplace.
Raw Materials, Services, and Supplies We purchase a wide variety of raw materials, systems, components, parts, supplies, semiconductors, energy, freight, transportation, and other services from numerous suppliers to manufacture our products. The raw materials primarily include steel, aluminum, resins, copper, lead, and precious metals. We do not normally carry substantial inventories of these raw materials in excess of levels reasonably required to meet our production requirements, and while we have not experienced any significant shortages of raw materials, supply disruptions may occur as a result of geopolitical and/or policy actions. Processing and extraction of certain EV battery raw materials is currently concentrated in China and may be subject to import or export restrictions, and/or tariffs. Additionally, to grow and thrive in a competitive global environment will require developing a more resilient, scalable, and sustainable North America-focused supply chain, which includes advancing our strategic sourcing initiatives to secure supply through investments in raw materials suppliers and the execution of strategic, multi-year supply agreements with suppliers throughout the value chain. Focusing on the principle of "buy where we build" will allow the team to work toward greater scalability and stability. This includes securing supply through offtake agreements for raw materials and derivatives thereof, such as lithium, cathode active material, manganese, synthetic and natural graphite, nickel, cobalt, rare earth elements, and permanent motor magnets. These raw material and semiconductor supply agreements may require us to hold higher than normal levels of inventory and to make long-term commitments to purchase materials.
In some instances, we purchase systems, components, parts, and supplies from a single source, which may increase risk to supply disruptions. The inability or unwillingness of these sources to provide us with parts and supplies could have a material adverse effect on our production. Combined purchases from our two largest suppliers overall were approximately 12% of our total purchases in the year ended December 31, 2025, and approximately 11% of our total purchases in each of the years ended December 31, 2024 and 2023. Refer to Item 1A. Risk Factors for further discussion of these risks.
Automotive Financing - GM Financial GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions. GM Financial conducts its business in North America, South America, and through joint ventures in China.
GM Financial provides retail loan and lease lending across the credit spectrum to support vehicle sales. Additionally, GM Financial offers commercial lending products to dealers including floorplan financing, which is lending to finance new and used vehicle inventory; and dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, or to purchase and/or finance dealership real estate. GM Financial provides lending products to commercial vehicle upfitters and advances to certain GM subsidiaries.
GM Financial generally seeks to fund its operations in each country through local sources of funding to minimize currency and country risk. GM Financial primarily finances its loan, lease, and commercial origination volume through the use of secured and unsecured credit facilities, securitization transactions, and the issuance of unsecured debt in the capital markets.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Human Capital The foundation of GM’s business is our purpose: We pioneer the innovations that move and connect people to what matters. Our skilled teams are the heart of GM. Our purpose, strategy, and culture point toward our vision of a world with zero crashes, zero emissions, and zero congestion. Our people are our most valuable asset, and we must continue to attract and retain the best talent to achieve this vision. As a result, we strive to create a Workplace of Choice to attract, retain, motivate, and develop top talent by adhering to a responsible employer philosophy, which includes, among other things, commitments to create job opportunities, paying workers fairly, ensuring safety and well-being, and fostering a work environment in which all employees can perform at their best. Fundamental to these commitments are our Company values.
| Values | ||||||||
| Our values are the foundational beliefs that guide our actions. They define what we hold most important and inform how we interact with our customers, our partners, and each other. | ||||||||
| Customers | Excellence | |||||||
| We put customers at the center of everything we do-and every interaction matters. | Driven by ingenuity and innovation, we have the tenacity to win. | |||||||
| Relationships | Truth | |||||||
| Our success depends on our relationships inside and outside the Company. | We pursue facts and respectfully challenge assumptions. | |||||||
Our eight GM behaviors are the foundation of our culture.
Develop and Retain Talented People Today, we compete for talent not only against other automotive companies, but with businesses in sectors such as technology. To win and retain that talent, we must encourage employee behaviors that align with our values and fulfill employees' career aspirations. We have introduced various resources to clarify expectations of our employees at each stage of their career ladder in terms of role scope, skills, and behaviors. Along with providing mentoring and networking opportunities, we offer a vast array of career development resources to employees to make the most of their careers at GM. We have established curricula for each of our functional areas aimed at ensuring that our employees have the skills they need to perform their jobs. We also offer continuing education programs from leading colleges and universities. For example, the Technical Education Program provides employees an opportunity to complete corporate strategically aligned degrees and certificate programs. Employees in some of our technical roles can participate in the GM Technical Learning University, a training and upskilling program designed to expand and update the technical abilities of our workforce.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
GM recognizes that leadership effectiveness is a critical business need. We continue to expand our leadership development programs, which are designed to deliver skills and behaviors for each level of leadership to effectively lead their teams.
Safety and Well-Being The safety and well-being of our employees is also a critical component of our ability to transform the future of personal mobility. At GM, we pride ourselves on our commitment to live values that return people home safely, Every Person, Every Site, Every Day. Our unwavering commitment to safety is manifested through empowering employees to “Speak Up for Safety” and the Employee Safety Concern Process. These resources provide clear processes for salaried, hourly, or represented employees and contract workers to report potential vehicle or workplace safety issues, or to suggest safety-related improvements showcasing our dedication to safety leadership and fostering the growth of our safety culture. The well-being of our employees is equally as important to entice and stimulate creativity and innovation.
Our award-winning Total Rewards package includes support for physical, emotional, and financial wellness. We provide a comprehensive, competitive offering that includes compensation, a 401(k) company contribution and matching program, paid time off for holidays and vacations, a high-quality health care plan, and GM Family First savings on GM vehicles, parts, and services. We are committed to creating safe spaces where people can perform and thrive at work. GM encourages and supports healthy behaviors, attitudes, and actions in our workplaces to improve health outcomes for team members and their families and to contribute to the success of our business.
Employees At December 31, 2025, we employed approximately 88,000 (56%) hourly employees and approximately 68,000 (44%) salaried employees. At December 31, 2025, substantially all of our hourly U.S. employees (approximately 47,000) were represented by unions, a majority of which were represented by the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (UAW). The following table summarizes worldwide employment (in thousands):
| December 31, 2025 | |||||
| GMNA | 119 | ||||
| GMI | 28 | ||||
| GM Financial | 9 | ||||
| Total Worldwide | 155 | ||||
| U.S. - Salaried | 47 | ||||
| U.S. - Hourly | 47 |
Information About our Executive Officers As of January 27, 2026, the names and ages of our executive officers, their positions with GM, and their business experiences during the past five years are as follows:
| Name (Age) | Present GM Position (Effective Date) | Positions Held During the Past Five Years (Effective Date) | ||||||||||||
| Sterling J. Anderson (42) | Executive Vice President, Global Product and Chief Product Officer (2025) | Aurora Innovation, Co-Founder and Chief Product Officer (2017) | ||||||||||||
| Mary T. Barra (64) | Chair and Chief Executive Officer (2016) | |||||||||||||
| Grant M. Dixton (52) | Executive Vice President, Chief Legal and Public Policy Officer, and Corporate Secretary (2024) | Activision Blizzard, Chief Legal Officer (2021) Boeing, Senior Vice President, General Counsel, and Corporate Secretary (2020) | ||||||||||||
| Rory V. Harvey (58) | Executive Vice President and President, Global Markets (2024) | Executive Vice President and President, North America (2023) Vice President, Global Cadillac (2020) | ||||||||||||
| Christopher T. Hatto (55) | Vice President, Global Business Solutions and Chief Accounting Officer (2020) | |||||||||||||
| Paul A. Jacobson (54) | Executive Vice President and Chief Financial Officer (2020) | |||||||||||||
| Mark L. Reuss (62) | President (2019) |
There are no family relationships between any of the officers named above and there are no arrangements or understandings between any of the officers named above and any other person pursuant to which he or she was selected as an officer. Each of the officers named above was elected by the Board of Directors to hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Environmental and Regulatory Matters
Automotive Criteria Emissions Control Our products are subject to laws and regulations globally that require us to control certain non-GHG automotive emissions, including vehicle and engine exhaust emission standards, vehicle evaporative emission standards, and onboard diagnostic (OBD) system requirements. Emission requirements have become more stringent as a result of stricter standards and new diagnostic requirements that have come into force in many markets around the world, often with varying levels of harmonization. Regulatory authorities may conduct ongoing evaluations of products from all manufacturers. Refer to Item 1A. Risk Factors for additional information.
The U.S. federal government, through the Environmental Protection Agency (EPA), imposes evolving exhaust and evaporative emission control requirements on vehicles sold in the U.S. The California Air Resources Board (CARB) also imposes stringent exhaust and evaporative emission standards. The Clean Air Act permits other states that have areas with air quality compliance issues to adopt California emission standards in lieu of federal requirements. Various other states have adopted California emission standards, and there is a possibility that additional states could adopt California emission standards in the future. In March 2024, the EPA finalized its Tier 4 Multipollutant Rule that will begin with the 2027 model year. The historically stringent proposal calls for ever-increasing volumes of zero emission vehicles (ZEVs) in order to maintain compliance with progressively stricter standards for air pollutants from new motor vehicles. In March 2025, the EPA announced that it will reconsider the Tier 4 Multipollutant Rule.
For each model year, we must obtain certification that our vehicles and engines will meet emission requirements of the EPA before we can sell vehicles in the U.S. and Canada, and an executive order from CARB before we can sell vehicles in California and the states that have adopted California emission standards.
The Canadian federal government's current vehicle pollutant emission requirements are generally aligned with U.S. federal requirements.
In 2019, certain areas within China began implementation of the China 6 emission standard (China 6) requirements. China 6 combines elements of both European Union (EU) and U.S. standards and increases the time and mileage periods over which manufacturers are responsible for a vehicle's emission performance. Nationwide implementation of China 6a for new registrations occurred in January 2021, and the more stringent China 6b was implemented in July 2023. In 2022, China began studies regarding the next generation of vehicle emission standards (China 7), with the final standard expected during the Fifteenth Five-Year Plan (2026–2030). While largely based on Euro 7 (defined below), some divergence and unique requirements are expected regarding pollution abatement and CO2 limits.
In 2018, Brazil approved a set of national emission standards referred to as L7, implemented in 2022 for new vehicles, and L8, implemented in phases beginning in 2025. L7 standards cover vehicle exhaust emissions, durability for emissions, evaporative emissions, and noise limits, and include additional OBD requirements and a phase-in for onboard refueling vapor recovery systems. L8 standards introduce corporate average emissions targets (fleet average target), which increase in stringency every two years until 2031. Some of the OBD requirements are aligned with those of the EPA.
As a result of the sale of the Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business), GM’s vehicle presence in Europe is smaller, but GM may still be affected by actions taken by regulators related both to Opel/Vauxhall vehicles sold before the sale of the Opel/Vauxhall Business as well as to other vehicles GM continues to sell in Europe. As part of the EU's desire to accelerate the shift to sustainable mobility, the EU has recently rolled out new regulations which will impose more stringent emissions standards on ICE vehicles (Euro 7), with the aim of a 90% reduction in CO2 tail pipe emissions compared to 2021 levels from new vehicles before 2035. These updated standards now include restrictions on non-tail pipe emissions covering both brake and tire emissions. Regulations that are already in place, such as the EU Battery Regulation, and for which technical requirements are currently being shaped will also impact EV battery design, use, and recyclability/recycling. For additional information, refer to Note 16 to our consolidated financial statements.
Automotive Fuel Economy and GHG Emissions In the U.S., the National Highway Traffic Safety Administration (NHTSA) promulgates and enforces Corporate Average Fuel Economy (CAFE) standards for three separate fleets: domestic cars, import cars, and light-duty trucks. Manufacturers may use one or a combination of the following to resolve CAFE fleet deficits: credits from the five prior model years, expected credits for the next three model years, credits obtained from other manufacturers, or payment of civil penalties. In July 2025, the One Big Beautiful Bill Act (the Act) set CAFE civil penalties to zero on a going forward basis for all non-finalized model years. In addition to federal CAFE standards, the EPA promulgates and enforces GHG
GENERAL MOTORS COMPANY AND SUBSIDIARIES
emission standards. Manufacturers may use one or a combination of the following to resolve EPA GHG fleet deficits: credits from the five prior model years, expected credits for the next three model years, and credits obtained from other manufacturers. NHTSA and the EPA have previously finalized separate standards with differing stringency levels and affected model years, with the CAFE standards addressing the 2024–2026 model years and the GHG standards addressing the 2023–2026 model years, and both standards have been challenged through litigation. In 2024, NHTSA finalized CAFE standards for the 2027–2031 model years and the EPA finalized GHG standards for the 2027–2032 model years. NHTSA and the EPA have also finalized ongoing fuel efficiency and GHG emissions requirements for medium- and heavy-duty vehicles. These requirements also increase in stringency over time. In June 2025, NHTSA published an interpretive rule indicating that it would revisit its medium- and heavy-duty fuel efficiency program, including related civil penalties, to ensure it is consistent with the agency’s governing statutes. In July 2025, the EPA proposed to remove GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis. In December 2025, NHTSA proposed revised CAFE standards for the 2022–2031 model years that reduce the stringency from what were previously finalized. NHTSA also proposed to remove credit trading as a mechanism to resolve deficits, beginning with the 2028 model year.
In addition, since 2012, CARB has promulgated and enforces its own light-duty vehicle GHG standards with increasing stringency through model year 2025, and other states have adopted CARB's GHG standards under the Federal Clean Air Act. GM is required to meet state GHG standards in California and the states that have adopted California’s GHG standards. In 2022, CARB began establishing the next phase of regulations beginning with model year 2026. However, CARB has not proposed increases to its GHG standards for the 2026 or later model years.
In 2022, CARB adopted the Advanced Clean Cars II (ACC II) program, which requires the sale of increasing percentages of light-duty ZEVs for the 2026–2035 model years, ending with a 100% ZEV target, which has been adopted by numerous states. CARB received a waiver from the EPA for it and the other adopting states to implement and enforce the ACC II program and that waiver action has been challenged through litigation. CARB has also imposed a ZEV requirement for medium- and heavy-duty vehicles in its Advanced Clean Trucks (ACT) program, requiring increasing percentages of ZEVs for the 2024–2026 model years, ending with a 100% ZEV sales requirement in the 2036 model year. CARB received a waiver from the EPA to enforce ACT. In June 2025, the U.S. Congress passed resolutions of disapproval invalidating EPA’s waivers for ACC II and ACT. These resolutions have been challenged through litigation, which is ongoing.
In Canada, generally, federal passenger and light truck GHG regulations contain emission standards that are modeled on U.S. EPA passenger and light truck GHG emission standards, as those standards read on February 28, 2022. In December 2023, the Canadian federal government announced the Electric Vehicle Availability Standard (EVAS) as a new, separate requirement within the existing light-duty GHG emission regulation. The EVAS requires a specified percentage of manufacturer's new light-duty vehicles offered for sale in Canada to be ZEV, beginning with model year 2026 and increasing each year to 100% by model year 2035, and potential enforcement actions for non-compliance. On September 5, 2025, the Canadian federal government announced that it would remove the 2026 EVAS target, and launched a 60-day review of the overall regulation. The Canadian federal government has not clarified the status of the EVAS following the 60-day review, but may do so in the future. At the provincial level, Quebec and British Columbia currently maintain ZEV sales requirements, similar to the federal EVAS, including potential monetary penalties for non-compliance. In Quebec, in December 2024, the provincial government additionally legislated a ban on the sale of new light-duty ICE vehicles in Quebec by December 31, 2035. In September 2025, the Quebec government announced that it would lift the ICE ban entirely, and the ZEV sales requirement would be reduced to 90% of total sales in 2035, and reduced annual EV sales targets until 2035. In British Columbia, the provincial ZEV sales requirement remains unchanged since it was last amended in 2023, to require manufacturers to achieve 100% of new EV sales by 2035.
China has two fuel consumption requirements for passenger vehicles enforced by the Ministry of Industry and Information Technology: an individual vehicle pass-fail type approval requirement and a corporate average fuel consumption (CAFC) requirement. Specific to the CAFC requirement, China introduced Phase 5 in 2021 with full compliance required by 2025 and Phase 6 will span 2026–2030. In addition, China requires passenger car manufacturers to produce a certain volume of plug-in hybrid, battery electric, and fuel cell vehicles, which are referred to as NEVs, from 2019 and beyond. The number of NEV credits per car is based on the electric range, energy efficiency, and battery energy density with the goal of increasing NEV volume penetrations and improving technological sophistication over time. Uncommitted NEV credits may be used to assist compliance with the CAFC requirement. China has finalized NEV credit targets up to 2027. In 2025, China began to study the NEV credit mandates for 2028–2030 with the final standard expected in 2027. These standards increase in stringency, aligned with the trend observed in other key global markets. China is evaluating a transition of these regulations to a carbon system from 2028.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
In Brazil, the National Institute of Metrology, Quality, and Technology, in collaboration with relevant agencies, promulgates and enforces fuel efficiency standards that are comparable to the U.S.' CAFE standards for light-duty and mid-size trucks and SUVs, including diesel vehicles. In 2024, Brazil’s Programa Nacional de Mobilidade Verde e Inovação (MOVER Program) introduced more stringent fuel efficiency and emission requirements between 2024 and 2028.
In Mexico, the Secretariat of Environment and Natural Resources (SEMARNAT) promulgates GHG regulations with the current Phase 1 rule covering vehicles through the 2027 model year. A Phase 2 rule covering 2028–2032 model years is under development and it is expected that SEMARNAT will release a draft by the end of the year.
We have several options to comply with existing and potential new and amended regulations that we have utilized and may continue to utilize, including increasing production and sale of certain vehicles, such as EVs, and curtailing production of others, which could include profitable ICE vehicles; technology changes, including fuel consumption efficiency, and engine upgrades; payment of penalties; and/or the purchase of credits from third parties. We regularly evaluate our current and future product plans and strategies for compliance with evolving fuel economy and GHG regulations. In the years ended December 31, 2025, 2024, and 2023, we paid $0.4 billion, $2.0 billion, and $0.5 billion to purchase credits to facilitate our compliance with regulations. We recorded compliance-related costs of $0.9 billion, $1.0 billion, and $0.7 billion in Automotive and other cost of sales in the years ended December 31, 2025, 2024, and 2023. Our compliance-related costs in the year ended December 31, 2025 include an insignificant charge to write off acquired CAFE credits and $0.4 billion related to the GHG regulations that the EPA has proposed to remove. Refer to Item 1A. Risk Factors for additional information.
Industrial Environmental Control Our operations are subject to a wide range of environmental protection laws, including those regulating air emissions, water discharge, waste management, and environmental cleanup. Certain environmental statutes require that responsible parties fund remediation actions regardless of fault, legality of original disposal, or ownership of a disposal site. Under certain circumstances, these laws impose joint and several liability as well as liability for related damages to natural resources.
Chemical Regulations We continually monitor the implementation of chemical regulations to maintain compliance and evaluate their effect on our business, suppliers, and the automotive industry.
Globally, governments continue to introduce new legislation and regulations related to the selection and use of chemicals by mandating broad prohibitions or restrictions and implementing vehicle interior air quality, green chemistry, life cycle analysis, and product stewardship initiatives. These initiatives give broad regulatory authority to ban or restrict the use of certain chemical substances and potentially affect automobile manufacturers' responsibilities for vehicle components at the end of a vehicle's life, as well as chemical selection for product development and manufacturing. Global treaties and initiatives, such as the Basel, Rotterdam, and Stockholm Conventions on Chemicals and Waste, the Minamata Convention on Mercury, and EU Registration, Evaluation, Authorization, and Restriction of Chemicals, are driving chemical regulations across signatory countries. Increases in the use of circuit boards and other electronics may require additional assessment under the Restriction of Hazardous Substances and Waste from Electrical and Electronic Equipment directives. New European requirements require suppliers of parts and vehicles to the European market to disclose substances of concern in parts.
Chemical regulations are evolving in North America. In the U.S., the EPA is moving forward with risk analysis and management of high priority chemicals under the authority of the 2016 Lautenberg Chemical Safety for the 21st Century Act. The EPA has also issued a per- and polyfluoroalkyl substances (PFAS) reporting rule that requires manufacturers to report PFAS use and other data from 2011 to 2022, with certain exemptions proposed in November 2025. In addition, several U.S. states have chemical management regulations that can affect vehicle design and manufacturing, such as chemical restriction and use requirements. For example, Minnesota has adopted PFAS reporting and elimination requirements beginning as early as 2026, except for unavoidable uses. Chemical restrictions and export controls in Canada continue to steadily progress under the Environment and Climate Change Canada's Chemical Management Plan to assess existing substances and implement risk management controls on any chemical deemed toxic.
These emerging laws and regulations may lead to increases in costs and supply chain complexity. Manufacturers, including joint venture partners and suppliers, that do not comply with global and specific country regulations could be subject to civil penalties, production disruptions, or limitations on the sale of affected products. We believe we are materially in compliance with substantially all these requirements or expect to be materially in compliance by the required dates.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Vehicle Safety
U.S. Requirements The National Traffic and Motor Vehicle Safety Act of 1966 (the Safety Act) regulates the vehicles and items of motor vehicle equipment that we manufacture and sell. The Safety Act prohibits the sale in the U.S. of any new vehicle or equipment that does not conform to applicable federal motor vehicle safety standards established by NHTSA. Meeting or exceeding the many safety standards is costly as global compliance and non-governmental assessment requirements continue to evolve and grow more complex, and lack harmonization globally. The Safety Act further requires that if we or NHTSA determine a vehicle or an item of vehicle equipment does not comply with a safety standard, or that vehicle or equipment contains a defect that poses an unreasonable safety risk, we must conduct a safety recall to remedy that condition in the affected vehicles. Should we or NHTSA determine a safety defect or noncompliance issue exists with respect to any of our vehicles, the cost of such recall campaigns could be substantial.
Other National Requirements Outside of the U.S., many countries have established vehicle safety standards and regulations and are likely to adopt additional, more stringent requirements in the future. The European General Safety Regulation has introduced United Nations Economic Commission for Europe (UNECE) regulations, which are required for the European Type Approval process. Globally, governments generally have been adopting UNECE-based regulations with some variations to address local concerns. Any difference between North American and UNECE-based regulations can add complexity and costs to vehicle development, and we continue to support efforts to harmonize regulations to reduce complexity. Safety and recall requirements in various countries around the world, including in China, Brazil, and Gulf Cooperation Council countries, also may add substantial costs and complexity to our safety and field action activities globally. In Canada, vehicle regulatory requirements are generally aligned with U.S. regulations; however, under the Canadian Motor Vehicle Safety Act, recall thresholds are different and the Minister of Transport has broad powers to order manufacturers to submit a notice of defect or non-compliance when the Minister considers it to be in the interest of safety. Global regulations continue to evolve in scope with new technologies, some of which can be market-specific, that can add complexity and increase our cost of compliance globally.
Crash Test Ratings and New Car Assessment Programs Organizations in various regions around the world, including in the U.S., rate and compare motor vehicles through various New Car Assessment Programs (NCAPs) to provide consumers and businesses with additional information about the safety of new vehicles. NCAPs use crash tests and other evaluations that are different than what is required by applicable regulations, and use stars or other grading systems, depending on the region, to rate vehicle safety. Achieving high NCAP ratings, which can vary by country and region, can add complexity and cost to vehicles.
Website Access to Our Reports Our internet website address is https://www.gm.com. In addition to the information about us and our subsidiaries contained in this 2025 Form 10-K, information about us can be found on our website including information on our corporate governance principles and practices. Our Investor Relations website at https://investor.gm.com and our News website at https://news.gm.com contain a significant amount of information about us, including financial and other information for investors. We encourage investors to visit both websites, as we frequently update and post new information about our Company on these websites and it is possible that this information could be deemed to be material information. Our Investor Relations website and News website and information included in or linked to these websites are not part of this 2025 Form 10-K.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at https://www.sec.gov.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 1A. Risk Factors
We have listed below the most material risk factors applicable to us. These risk factors are not necessarily in the order of importance or probability of occurrence:
Risks related to our competition and strategy
If we do not deliver new products, services, technologies, and customer experiences in response to increased competition and changing consumer needs and preferences, our business could suffer. We believe that the automotive industry will continue to experience significant change in the coming years, particularly as traditional automotive original equipment manufacturers (OEMs) shift resources and strategies in response to changes in the regulatory landscape and evolving consumer preferences. In addition to our traditional competitors, we must also be responsive to the entrance of start-ups and other non-traditional competitors in the automotive industry, such as software and ridesharing services supported by large technology companies. These new competitors, as well as established industry participants, are disrupting the historic business model of our industry through the introduction of new technologies, products, services, direct-to-consumer sales channels, methods of transportation, and vehicle ownership. To successfully execute our long-term strategy, we must continue to develop and commercialize new products and services, including products and services that are outside of our historically core ICE business, such as EVs and AV capabilities, software-enabled connected services, future features and services based on AI, and other new businesses.
There can be no assurance that advances in technology will occur in a timely or feasible way, if at all, that others will not acquire similar or superior technologies sooner than we do, or that we will acquire technologies on an exclusive basis or at a significant price advantage. The process of designing and developing new technology, products, and services is costly and uncertain and requires extensive capital investment. If our access to capital were to become significantly constrained, if costs of capital increased significantly, or if our ability to raise capital is challenged relative to our peers, our ability to execute on our strategic plans could be adversely affected. Similarly, our ability to execute on our strategic plans could also be adversely affected if we are unable to successfully integrate new technology, including AI, in a timely, cost-effective, compliant, and reasonable manner, or if the methods and processes we use to develop, deploy, or otherwise use such new technology are found to not be in compliance with rapidly evolving regulatory standards. Further, if we are unable to prevent or effectively remedy errors, bugs, vulnerabilities, or defects in our software and hardware, or fail to deploy updates to our software properly, or if we do not adequately prepare for and respond to new kinds of technological innovations, market developments, and changing customer needs and preferences, our sales, profitability, and long-term competitiveness may be materially harmed.
Our ability to attract and retain talented and highly skilled employees is critical to our success and competitiveness. Attracting and retaining employees who are highly skilled in their areas is critical to thriving in an increasingly competitive landscape. In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and complex, and our success in this area is dependent upon our ability to retain and recruit the best talent. The market for highly skilled workers and leaders in our industry is extremely competitive. In addition to compensation considerations, current and potential employees are increasingly placing a premium on culture and other various intangibles, such as working for companies with a clear purpose and strong brand reputation, flexible work arrangements, and other considerations. Failure to attract, hire, develop, motivate, and retain highly qualified employees could disrupt our operations and adversely affect our strategic plans.
Our ability to maintain profitability is dependent upon our ability to timely fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers. We operate in a very competitive industry with market participants routinely introducing new and improved vehicle models and features, at decreasing price points, designed to meet rapidly evolving consumer expectations. Producing new and improved vehicle models, including EVs, that preserve our reputation for designing, building, and selling safe, high-quality cars, crossovers, trucks, and SUVs is critical to our long-term profitability. Successful launches of our new vehicles are critical to our short-term profitability. The new vehicle development process can take two years or more, and a number of factors may lengthen that time period. Because of this product development cycle and the various elements that may contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, technological innovations, fuel prices, general economic conditions, regulatory developments, including tax credits or other government policies in various countries, transportation infrastructure and changes in quality, safety, reliability, and styling demands and preferences, an initial product concept or design may not result in a saleable vehicle or a vehicle that generates sales in sufficient quantities and at high enough prices to be profitable. Our high proportion of fixed costs, both due to our significant investment in property, plant, and equipment as well as other requirements
GENERAL MOTORS COMPANY AND SUBSIDIARIES
of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.
Our long-term EV strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs is an important part of our long-term business strategy. Our EV strategy is dependent on our ability to (1) deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; (2) scale our EV manufacturing capabilities relative to consumer demand; (3) reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; (4) increase vehicle range and the rate of charge and energy density of our batteries; (5) efficiently source sufficient materials for the manufacture of battery cells; (6) license and monetize our proprietary platforms and related innovations; (7) successfully invest in new technologies relative to our peers; (8) develop new software and services; and (9) leverage our scale, manufacturing capabilities, and synergies with existing ICE vehicles relative to consumer demand. Our progress towards these objectives has impacted, and may continue to impact, the need to record losses on our EV-related inventory, including battery cells. If we are unable to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations, financial condition, and growth prospects, and could negatively impact our brand and reputation.
The success of our long-term EV strategy is dependent on consumer adoption of EVs. Consumer adoption of EVs has been slower than anticipated in light of recent U.S. Government policy changes, including the termination of certain consumer tax incentives for EV purchases. EV demand has been and, in the future could be, impacted by numerous additional factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, performance, and cost relative to ICE vehicles; the range over which EVs may be driven on
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. We have implemented cybersecurity policies, procedures, technologies, and controls to aid in our efforts to access, identify, and manage such risks. Material risks from cybersecurity threats are managed across GM, GM Financial, service providers such as data processors, third-party suppliers, dealers, and vendors, and monitoring such risks and threats are integrated into the Company's overall risk management program.
GM has a Cybersecurity Management Board that brings together representatives from senior management across the Company's Software & Services, Product Development, Information Technology, Manufacturing, Finance, Communications, Human Resources, Legal, and Public Policy organizations to provide guidance and monitor overall company cybersecurity risk. The Company's cybersecurity maturity scorecard, cybersecurity threats, and incident information are reviewed by the Company's Chief Information Security Officer (CISO), the Risk and Cybersecurity Committee of the Company's Board of Directors, and the Cybersecurity Management Board during standing meetings as well as in impromptu sessions, when appropriate. During the reviews, various topics are discussed, which may include:
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implementation and maturity of the Company's cybersecurity program, risk management framework, including cybersecurity risk policies, procedures, and governance;
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cybersecurity and privacy risk, including potential impact to the Company's employees, customers, supply chain, joint ventures, and other stakeholders;
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intelligence briefings on notable cyber events impacting the industry; and
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cybersecurity budget and resource allocation, including industry benchmarking and economic modeling of various potential cybersecurity events.
The Company maintains administrative, physical, technical, and organizational safeguards, including employee training, incident response capability reviews and exercises, cybersecurity insurance, and business continuity mechanisms for the protection of the Company's assets. From time to time, the Company's processes are audited and validated by internal and external experts. The Company leverages a third-party risk management process with the goal of minimizing disruption to the Company's business and production operations, strengthening supply chain resilience in response to cyber-related events, and supporting the integrity of components and systems used in its products and services.
When cybersecurity incidents occur, the GM Cybersecurity team's focus is on responding to and containing the threat and minimizing impact. When we become aware of a cybersecurity incident, we have defined policies and procedures to respond to and recover from such incident as quickly as possible. In the event of a cybersecurity incident, the Cybersecurity team also assesses, among other factors, safety impact, supply chain and manufacturing disruption, data and personal information loss, business operations disruption, projected cost, and potential for reputational harm, with support from external technical, legal, and law enforcement, as appropriate. Our policies and procedures are reviewed periodically for alignment with regulatory requirements and the threat landscape.
The Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none). For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or, if realized, are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition, see Item 1A. Risk Factors – "Risks related to our intellectual property, cybersecurity, information technology, and data management practices", which are incorporated by reference into this Item 1C.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Governance
The GM Board of Directors is responsible for overseeing the Company's enterprise risk, and has established its Risk and Cybersecurity Committee with specific responsibility for overseeing our cybersecurity program, among other things. The Company's cybersecurity organization is led by the CISO, who is responsible for assessing and managing material risks from cybersecurity threats and reports to the Risk and Cybersecurity Committee. The CISO has served in this role since December 2024 and has more than 20 years of experience in various information technology, cybersecurity, and software engineering roles. The CISO's experience includes building and leading cybersecurity functions at large enterprises, startups, and research and development centers, as well as leading software engineering teams responsible for building and operating large-scale software services. The CISO also has expertise in building and designing secure software, scalable and resilient systems, incident response practices, privacy programs, and other critical security disciplines and practice areas. The CISO holds a master's degree in information security policy and management, has taught information security courses at the graduate level, is an inventor on cybersecurity-related patents, and has been a speaker at leading cybersecurity conferences.
The CISO and the Cybersecurity Management Board monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including through the operation of the Company's incident response plans, which include periodic reports and escalation to the Risk and Cybersecurity Committee, as appropriate, and simulated exercises.
Item 2. Properties
At December 31, 2025, we had over 100 locations in the U.S. within our GMNA segment (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, engineering, and testing. We, our subsidiaries, or associated companies in which we own an equity interest, own most of these properties and/or lease a portion of these properties. Leased properties are primarily composed of warehouses and administration, engineering, and sales offices.
We have manufacturing, assembly, distribution, office, or warehousing operations in 33 countries, including equity interests in associated companies, which perform manufacturing, assembly, or distribution operations. The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in Canada and Mexico within our GMNA segment, and Brazil, China, and South Korea within our GMI segment.
These facilities are used to support our automotive operations and are suitable and adequate for the conduct of our business.
GM Financial owns or leases facilities for administration and regional credit centers. GM Financial has 32 facilities, of which 20 are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, China, and Mexico.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 3. Legal Proceedings
SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
In GM's 2023 Annual Report on Form 10-K, GM reported that in February 2023, it had self-disclosed to the EPA potential violations of the Toxic Substances Control Act's (TSCA) requirements applicable to the import of new chemical substances at our Ultium Cells LLC joint venture. In November 2023, these potential violations were settled via consent agreement with the EPA, the terms of which include, among other items, payment of civil penalties based upon import activity prior to receipt of a TSCA 5(e) order. As of December 31, 2025, GM has incurred an estimated $18.2 million in civil penalties. These penalties, which will continue to grow until the EPA issues a TSCA 5(e) order, are assessed jointly and severally to GM and Ultium Cells LLC.
The discussion under Note 16 to our consolidated financial statements is incorporated by reference into this Part I, Item 3.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information Shares of our common stock are publicly traded on the New York Stock Exchange under the symbol "GM".
Holders At January 15, 2026, we had 904 million issued and outstanding shares of common stock held by 443 holders of record.
Dividends In February 2025, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.15 per share beginning with the quarterly dividend declared in April 2025. In January 2026, our Board of Directors approved an increase in the quarterly common stock dividend of $0.03 to $0.18 per share beginning with the quarterly dividend declared in January 2026. We anticipate that we will continue to declare and pay dividends on our common stock quarterly. However, the declaration of any dividend on our common stock is a matter to be acted upon by our Board of Directors in its sole discretion and will depend on various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs, as described further in the "Liquidity and Capital Resources" section of Item 7. MD&A.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Stock Performance Graph The following graph compares the performance of our common stock to the Standard & Poor's (S&P) 500 Stock Index and the Dow Jones Automobile & Parts Titans 30 Index for the last five years. It assumes $100 was invested on December 31, 2020, with dividends being reinvested.
The following table summarizes stock performance graph data points in dollars:
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||
| General Motors Company | $ | 100 | $ | 141 | $ | 81 | $ | 88 | $ | 131 | $ | 202 | |||||||||||||||||||||||
| S&P 500 Stock Index | $ | 100 | $ | 129 | $ | 105 | $ | 133 | $ | 166 | $ | 196 | |||||||||||||||||||||||
| Dow Jones Automobile & Parts Titans 30 Index | $ | 100 | $ | 125 | $ | 85 | $ | 113 | $ | 121 | $ | 149 |
Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, 2025:
| Total Number of Shares Purchased(a) | Weighted-Average Price Paid per Share(b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||
| October 1, 2025 through October 31, 2025 | 3,769,823 | $ | 68.99 | 3,607,418 | $2.6 billion | ||||||||||||||||||
| November 1, 2025 through November 30, 2025 | 12,580,527 | $ | 70.48 | 12,578,278 | $1.7 billion | ||||||||||||||||||
| December 1, 2025 through December 31, 2025 | 17,237,459 | $ | 79.21 | 17,213,187 | $0.3 billion | ||||||||||||||||||
| Total | 33,587,809 | $ | 74.80 | 33,398,883 |
(a)Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from issuance of common stock upon the vesting of Restricted Stock Units (RSUs) relating to compensation plans. In June 2020, our shareholders approved the 2020 Long-Term Incentive Plan (LTIP), which authorizes awards of stock options, stock appreciation rights, RSUs, Performance Stock Units (PSUs), or other stock-based awards to selected employees, consultants, advisors, and non-employee Directors of the Company. Refer to Note 22 to our consolidated financial statements for additional details on employee stock incentive plans.
(b)The weighted-average price paid per share excludes broker commissions.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This MD&A should be read in conjunction with the accompanying audited consolidated financial statements and notes. Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and Part I, Item 1A. Risk Factors for a discussion of these risks and uncertainties. The discussion of our financial condition and results of operations for the year ended December 31, 2023 included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 is incorporated by reference into this MD&A.
Overview Our vision for the future is a world with zero crashes, zero emissions, and zero congestion. We will adapt to customer preferences while executing our growth-focused strategy to invest in ICE vehicles, EVs, hybrids, personal AV technology, software-enabled services, and other new business opportunities. To support strong margins and cash flow, we continue to strengthen our market position in profitable ICE vehicles, such as trucks and SUVs. We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.
Our financial performance in 2025 was driven by the strength of our vehicle portfolio, including high margin full-size pickup trucks and SUVs, strong consumer demand for our products, and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline. We continue to prioritize driving down costs to improve profitability and are aligning EV capacity to expected consumer demand. In December 2024, we announced that we will no longer fund Cruise's robotaxi development work and will refocus our autonomous driving strategy on personal vehicles. In February 2025, we completed the acquisition of the noncontrolling interests in Cruise, began to wind down the Cruise robotaxi operations, and combined the GM and Cruise ongoing personal autonomous technical efforts in our GMNA segment. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends, and changes to the regulatory environment, including with respect to fuel economy standards, GHG emissions regulations, and corporate taxes.
Over the course of 2025, the U.S. and other governments implemented new tariffs relevant to GM and its suppliers, including tariffs on vehicles and parts imported into the U.S. The tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported by GM and its suppliers continue to evolve, including with respect to imports under the U.S.-Mexico-Canada Agreement and other trade agreements. We have acted with urgency and discipline to maintain strong positioning within the industry. In 2025, impacts to earnings before interest and taxes (EBIT)-adjusted from tariffs were $3.1 billion. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $3.0 billion to $4.0 billion for the year ending December 31, 2026. Refer to Part I, Item 1A. Risk Factors for a full discussion of the risks associated with the global tariff environment.
The One Big Beautiful Bill Act (the Act), which was signed into law on July 4, 2025, extends and modifies certain key provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifies certain IRA incentives, accelerates the phase-out of clean vehicle and other clean energy credits, and sets civil penalties to zero for noncompliance with CAFE standards. The Act also introduces a new auto loan interest deductibility provision that allows some individuals to deduct up to $10,000 per year in interest on new, U.S.-assembled personal vehicles purchased between 2025 and 2028. In addition, there are other key provisions with a variety of effective dates in the Act that have an insignificant impact for the year ending December 31, 2025, and have been reflected in our financial statements. In July 2025, the EPA proposed to remove GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis. Should the EPA remove GHG regulations, we expect that $1.1 billion of the total $1.4 billion carrying amount of our acquired credits may be subject to impairment in the near term, and our ongoing cost of compliance to the GHG regulations would be favorably impacted.
Because of these recent U.S. Government policy changes, including the termination of consumer tax incentives for EV purchases and the reduction in stringency of emissions regulations, industry-wide consumer demand for EVs in North America began to slow in 2025. As a result, we reassessed our EV capacity and manufacturing footprint to align to expected consumer demand and recorded charges of $1.6 billion and $6.0 billion in the three months ended September 30, 2025 and December 31,
GENERAL MOTORS COMPANY AND SUBSIDIARIES
- For the year ended December 31, 2025, we recorded total charges in GMNA of $7.9 billion. The reassessment of our EV capacity and manufacturing footprint is complete. While we have completed the reassessment of our EV capacity and manufacturing footprint, we expect to recognize additional material cash and non-cash charges in 2026 related to continued commercial negotiations with our supply base, which we believe will be significantly less than the EV-related charges incurred in 2025. These charges will be reflected as adjustments in our non-GAAP financial measures. Refer to the "Non-GAAP Measures" section of this MD&A for additional information. Our strategic realignment of EV capacity does not impact today's retail portfolio of Chevrolet, GMC, and Cadillac EVs currently in production, and we expect these models to remain available to consumers.
As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results. Refer to the "Consolidated Results" and regional sections of this MD&A for additional information.
We face continuing market, operating, and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy, automotive industry supply chains, and political uncertainty. Refer to Part I, Item 1A. Risk Factors for a discussion of these challenges.
For the year ending December 31, 2026, we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and $13.00, Net income attributable to stockholders of between $10.3 billion and $11.7 billion, and EBIT-adjusted of between $13.0 billion and $15.0 billion. These expected financial results do not include the potential impact of future adjustments related to special items. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.
The following table reconciles expected Net income attributable to stockholders under U.S. generally accepted accounting principles (GAAP) to expected EBIT-adjusted (dollars in billions):
| Year Ending December 31, 2026 | |||||
| Net income attributable to stockholders | $ 10.3-11.7 | ||||
| Income tax expense | 2.6-3.2 | ||||
| Automotive interest expense, net | 0.1 | ||||
| EBIT-adjusted(a) | $ 13.0-15.0 |
(a)We d
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The overall financial risk management program is under the responsibility of the Chief Financial Officer with support from the Financial Risk Council, which reviews and, where appropriate, approves strategies to be pursued to mitigate these risks. The Financial Risk Council comprises members of our management and functions under the oversight of the Audit Committee and Finance Committee of the Board of Directors. The Audit Committee and Finance Committee assist and guide the Board of Directors in its oversight of our financial and risk management strategies. A risk management control framework is utilized to monitor the strategies, risks, and related hedge positions in accordance with the policies and procedures approved by the Financial Risk Council. Our financial risk management policy is designed to protect against risk arising from large adverse market movements on our key exposures.
Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate risk, interest rate risk, and commodity risk. Sensitivity analysis is used to measure the potential loss in the fair value of financial instruments with exposure to market risk. The models used assume instantaneous, parallel shifts in exchange rates, interest rate yield curves, and commodity prices. For options and other instruments with nonlinear returns, models appropriate to these types of instruments are utilized to determine the effect of market shifts. There are certain shortcomings inherent in the sensitivity analyses presented, primarily due to the assumption that interest rates change in a parallel fashion and that spot exchange rates and commodity prices change instantaneously. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts modeled and do not contemplate the effects of correlations between foreign currency exposures and offsetting long-short positions in currency or other exposures, such as interest rates and commodity prices, which may significantly reduce the potential loss in value.
Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, selling, and financing in currencies other than the functional currencies of our operations. At December 31, 2025, our most significant foreign currency exposures were between the U.S. dollar and the Canadian dollar, Chinese yuan, and Korean won. Derivative instruments such as foreign currency forwards, swaps, and options are primarily used to hedge exposures with respect to forecasted revenues, costs, and commitments denominated in foreign currencies. Such contracts had remaining maturities of up to 12 months at December 31, 2025.
The net fair value liability of financial instruments with exposure to foreign currency risk was $0.3 billion and $0.2 billion at December 31, 2025 and 2024. These amounts are calculated utilizing a population of foreign currency exchange derivatives and foreign currency denominated debt and exclude the offsetting effect of foreign currency cash, cash equivalents, and other assets. The potential loss in fair value for such financial instruments from a 10% adverse change in all quoted foreign currency exchange rates would have been $0.8 billion and $0.3 billion at December 31, 2025 and 2024.
We are exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect our financial condition.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
The following table summarizes the amounts of automotive foreign currency translation, transaction, and remeasurement (gains) losses:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | (76) | $ | 765 | |||||||
| Transaction and remeasurement (gains) losses recorded in earnings | $ | 353 | $ | (314) |
Interest Rate Risk We are subject to market risk from exposure to changes in interest rates related to certain financial instruments, primarily debt, finance lease obligations, and certain marketable debt securities. At December 31, 2025, interest rate swap positions were used to manage interest rate exposures in our automotive operations and were insignificant. The fair value of debt and finance leases was $16.2 billion and $15.2 billion at December 31, 2025 and 2024. The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been $0.6 billion and $0.7 billion at December 31, 2025 and 2024.
We had marketable debt securities of $6.7 billion and $7.3 billion classified as available-for-sale at December 31, 2025 and 2024. The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, 2025 and 2024.
Commodity Risk We have commodity price risk which could have an impact on our financial results as a result of fluctuations in the prices of commodities used in vehicle production. At December 31, 2025 we used derivative instruments such as commodity forwards, swaps, and options to hedge a portion of our exposures with respect to forecasted commodity purchases of steel, copper, aluminum, palladium, lithium, and nickel.
The net fair value of financial instruments with exposure to commodity price movements was an asset of $0.4 billion and an insignificant liability at December 31, 2025 and 2024. The potential change in fair value for such financial instruments from a 10% adverse change in the underlying commodity prices would have been $0.2 billion at December 31, 2025 and 2024.
Automotive Financing - GM Financial
Interest Rate Risk Fluctuations in market interest rates can affect GM Financial's gross interest rate spread, which is the difference between interest earned on finance receivables and interest paid on debt. GM Financial is exposed to interest rate risks as financial assets and liabilities have different characteristics that may impact financial performance. These differences may include tenor, yield, repricing timing, and prepayment expectations. Typically, retail finance receivables and leases purchased by GM Financial earn fixed interest and commercial finance receivables originated by GM Financial earn variable interest. GM Financial funds its business with variable or fixed rate debt. The variable rate debt is subject to adjustments to reflect prevailing market interest rates. To help mitigate interest rate risk or mismatched funding, GM Financial may employ hedging.
Quantitative Disclosure GM Financial measures the sensitivity of its net interest income to changes in interest rates by using interest rate scenarios that assume a hypothetical, instantaneous parallel shift of one hundred basis points in all interest rates across all maturities, as well as a base case that assumes that rates perform at the current market forward curve. However, interest rate changes are rarely instantaneous or parallel and rates could move more or less than the one percentage point assumed in GM Financial's analysis. Therefore, the actual impact to net interest income could be higher or lower than the results detailed in the table below. These interest rate scenarios are purely hypothetical and do not represent GM Financial's view of future interest rate movements.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
At December 31, 2025 and 2024, GM Financial was asset-sensitive, meaning that more assets than liabilities were expected to reprice within the next 12 months. During a period of rising interest rates, the interest earned on assets would increase more than the interest paid on liabilities, which would initially increase net interest income. During a period of falling interest rates, net interest income would be expected to initially decrease.
The following table presents GM Financial's net interest income sensitivity to interest rate movement:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| One hundred basis points instantaneous increase in interest rates | $ | 4.0 | $ | 5.6 | |||||||
| One hundred basis points instantaneous decrease in interest rates(a) | $ | (4.0) | $ | (5.6) |
(a) Net interest income sensitivity given a one hundred basis point decrease in interest rates requires an assumption of negative interest rates in markets where existing interest rates are below one percent.
Additional Model Assumptions The sensitivity analysis presented is GM Financial's best estimate of the effect of the hypothetical interest rate scenarios; however, actual results could differ. The estimates are also based on assumptions including the amortization and prepayment of the finance receivable portfolio, originations of finance receivables and leases, refinancing of maturing debt, replacement of maturing derivatives, and exercise of options embedded in debt and derivatives. The prepayment projections are based on historical experience. If interest rates or other factors change, actual prepayment experience could be different than projected.
Counterparty Risk Counterparty risk relates to the financial loss GM Financial could incur if an obligor or counterparty to a transaction is unable to meet its financial obligations. Typical sources of exposure include balances maintained in bank accounts, investments, and derivative instruments. Investments are typically securities representing high quality monetary instruments that are easily accessible, and derivative instruments are used for managing interest rate and foreign currency exchange rate risk. GM Financial, together with us, establishes exposure limits for each counterparty to minimize risk and provide counterparty diversification.
GM Financial enters into arrangements with individual counterparties that they believe are creditworthy and generally settles on a net basis. In addition, GM Financial's Global Asset Liability Committee performs a quarterly assessment of their counterparty credit risk, including a review of credit ratings, credit default swap rates, and potential nonperformance of the counterparty.
Foreign Currency Exchange Rate Risk GM Financial is exposed to foreign currency risk due to the translation and remeasurement of the results of certain international operations into U.S. dollars as part of the consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect GM Financial's financial condition.
GM Financial primarily finances its receivables and leased assets with debt in the same currency. When a different currency is used, GM Financial may use foreign currency swaps to convert substantially all of its foreign currency debt obligations to the local currency of the receivables and leased assets to minimize any impact to earnings. As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, 2025 was insignificant.
GM Financial had foreign currency swaps with notional amounts of $9.2 billion and $8.4 billion at December 31, 2025 and 2024. The net fair value of these derivative financial instruments was an asset of $0.5 billion and a liability of $0.4 billion at December 31, 2025 and 2024.
The following table summarizes GM Financial's foreign currency translation, transaction and remeasurement (gains) losses:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Translation (gains) losses recorded in Accumulated other comprehensive loss | $ | (274) | $ | 403 | |||||||
| Transaction and remeasurement (gains) losses recorded in earnings | $ | 10 | $ | (7) |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of General Motors Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated income statements and consolidated statements of comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Product warranty and recall campaigns | |||||
| Description of the matter | As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to $13.6 billion at December 31, 2025. The Company accrues for costs related to product warranty at the time of vehicle sale and accrues the estimated cost of recall campaigns when they are probable and estimable. | ||||
| Auditing these liabilities involved a high degree of subjectivity in evaluating management’s estimates due to the size, uncertainties, and potential volatility related to the estimated liabilities. Management’s estimates consider historical claims experience, including the nature, frequency, and average cost of claims of each vehicle line or each model year of the vehicle line, and the key assumptions of historical data being predictive of future activity and events, specifically the number of historical periods used and the weighting of historical data in the reserve studies. |
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of internal controls over the Company’s product warranty and recall campaign processes. We tested internal controls over management’s review of the valuation models and significant assumptions for product warranty and recall campaigns, including the warranty claims forecasted based on the frequency and average cost per warranty claim for product warranty, and the cost estimates related to recall campaigns. Our audit also included the evaluation of controls that address the completeness and accuracy of the data utilized in the valuation models. | ||||
| Our audit procedures related to product warranty and recall campaigns also included, among others, evaluating the Company’s estimation methodology, the related significant assumptions and underlying data, and performing tests of actual claims and claims analytical procedures to corroborate trends in cost per vehicle. Furthermore, we performed sensitivity analyses to evaluate the significant judgments made by management, including cost estimates to evaluate the impact on reserves from changes in assumptions. We performed analysis over the vehicle lines and model years that had little or no claims experience to ensure the vehicle and model substitutions are comparable. We also involved actuarial specialists to evaluate the methodologies and assumptions, and to test the actuarial calculations used by the Company. | |||||
| Retail sales incentives | |||||
| Description of the matter | As discussed in Note 2 to the financial statements, Automotive net sales and revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or providing services, which is net of estimated dealer and customer sales incentives the Company reasonably expects to pay. Provisions for dealer and customer sales incentives are recorded as a reduction to Automotive net sales and revenue at the time of vehicle sale and are included as a component of accrued dealer and customer allowances, claims, and discounts (Note 12). | ||||
| Auditing the estimate of certain sales incentives, specifically sales incentives for retail sales to end customers (retail sales incentives), involved a high degree of judgment. Significant factors used by the Company in estimating its liability for retail sales incentives include type of program, forecasted sales volume, product mix, and the rate of customer acceptance of incentive programs, all of which are estimated based on historical experience and assumptions concerning future customer behavior and market conditions. The Company’s estimation model reflects the best estimate of the total incentive amount that the Company reasonably expects to pay at the time of sale. The estimated cost of incentives is forward-looking, and could be materially affected by future economic and market conditions. | |||||
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of internal controls over the Company’s retail sales incentive process, including management’s review of the estimation model, the significant assumptions (e.g., incentive cost per unit and market conditions), and the data inputs used in the model. | ||||
| Our audit procedures included, among others, the performance of analytical procedures to develop an independent range of the liability for retail sales incentives as of the balance sheet date. Our independent range was developed for comparison to the Company’s recorded liability, and is based on historical claims, forecasted spend, and the specific vehicle mix of current dealer stock. In addition, we performed sensitivity analyses over the cost per unit assumption developed by management to evaluate the impact on the liability resulting from a change in the assumption. Lastly, we assessed management’s forecasting process by performing quarterly hindsight analyses to assess the adequacy of prior forecasts. | |||||
| Valuation of GM Financial equipment on operating leases | |||||
| Description of the matter | GM Financial has recorded investments in vehicles leased to retail customers under operating leases. As discussed in Note 2 to the financial statements, at the beginning of the lease, management establishes an expected residual value for each vehicle at the end of the lease term. During the term of a lease, management periodically evaluates the estimated residual value and may adjust the value downward or upward. The Company’s estimated residual value of leased vehicles at the end of lease term was $25.0 billion as of December 31, 2025. |
| Auditing management’s estimate of the residual value of leased vehicles involved a high degree of judgment. Management’s estimate is based, in part, on third-party data which considers inputs including recent auction values and assumptions regarding the expected future volume of leased vehicles that will be returned to the Company, used vehicle prices, manufacturer incentive programs and fuel prices. Realization of the residual values is dependent on the future ability to market the vehicles under future prevailing market conditions. | |||||
| How we addressed the matter in our audit | We evaluated the design and tested the operating effectiveness of the Company’s controls over the lease residual estimation process, including controls over management’s review of residual value estimates obtained from the Company’s third-party provider and other significant assumptions. | ||||
| Our procedures also included, among others, independently recalculating depreciation related to equipment on operating leases and performing sensitivity analyses related to significant assumptions. We also performed hindsight analyses to assess the propriety of management’s estimate of residual values, as well as tested the completeness and accuracy of data from underlying systems, data warehouses and third parties that are used in the estimation models. |
| /s/ Ernst & Young LLP | ||
| We have served as the Company's auditor since 2017. | ||
| Detroit, Michigan | ||
| January 27, 2026 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of General Motors Company
Opinion on Internal Control Over Financial Reporting
We have audited General Motors Company and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, General Motors Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated income statements and consolidated statements of comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2025, and the related notes and our report dated January 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Ernst & Young LLP | ||
| Detroit, Michigan | ||
| January 27, 2026 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED INCOME STATEMENTS
(In millions, except per share amounts)
| Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||
| Net sales and revenue | |||||||||||||||||||||||
| Automotive | $ | 167,971 | $ | 171,606 | $ | 157,658 | |||||||||||||||||
| GM Financial | 17,048 | 15,836 | 14,184 | ||||||||||||||||||||
| Total net sales and revenue (Note 3) | 185,019 | 187,442 | 171,842 | ||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Automotive and other cost of sales | 159,128 | 151,065 | 141,330 | ||||||||||||||||||||
| GM Financial interest, operating, and other expenses | 14,295 | 12,972 | 11,374 | ||||||||||||||||||||
| Automotive and other selling, general, and administrative expense | 8,687 | 10,621 | 9,840 | ||||||||||||||||||||
| Total costs and expenses | 182,110 | 174,658 | 162,544 | ||||||||||||||||||||
| Operating income (loss) | 2,909 | 12,784 | 9,298 | ||||||||||||||||||||
| Automotive interest expense | 727 | 846 | 911 | ||||||||||||||||||||
| Interest income and other non-operating income, net (Note 19) | 1,535 | 1,257 | 1,537 | ||||||||||||||||||||
| Equity income (loss) (Note 8) | (600) | (4,675) | 480 | ||||||||||||||||||||
| Income (loss) before income taxes | 3,117 | 8,519 | 10,403 | ||||||||||||||||||||
| Income tax expense (benefit) (Note 17) | 338 | 2,556 | 563 | ||||||||||||||||||||
| Net income (loss) | 2,780 | 5,963 | 9,840 | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | (83) | 45 | 287 | ||||||||||||||||||||
| Net income (loss) attributable to stockholders | $ | 2,697 | $ | 6,008 | $ | 10,127 | |||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 3,180 | $ | 7,189 | $ | 10,022 | |||||||||||||||||
| Earnings per share (Note 21) | |||||||||||||||||||||||
| Basic earnings per common share | $ | 3.33 | $ | 6.45 | $ | 7.35 | |||||||||||||||||
| Weighted-average common shares outstanding – basic | 955 | 1,115 | 1,364 | ||||||||||||||||||||
| Diluted earnings per common share | $ | 3.27 | $ | 6.37 | $ | 7.32 | |||||||||||||||||
| Weighted-average common shares outstanding – diluted | 973 | 1,129 | 1,369 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net income (loss) | $ | 2,780 | $ | 5,963 | $ | 9,840 | |||||||||||
| Other comprehensive income (loss), net of tax (Note 20) | |||||||||||||||||
| Foreign currency translation adjustments and other | 459 | (1,218) | 457 | ||||||||||||||
| Defined benefit plans | 339 | (4) | (2,814) | ||||||||||||||
| Unrealized gain (loss) on hedges | 155 | 85 | 1 | ||||||||||||||
| Other comprehensive income (loss), net of tax | 953 | (1,137) | (2,355) | ||||||||||||||
| Comprehensive income (loss) | 3,733 | 4,826 | 7,485 | ||||||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | (126) | 176 | 297 | ||||||||||||||
| Comprehensive income (loss) attributable to stockholders | $ | 3,607 | $ | 5,002 | $ | 7,781 |
Reference should be made to the notes to consolidated financial statements.
Amounts may not add due to rounding.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| December 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents (Note 4) | $ | 20,945 | $ | 19,872 | |||||||
| Marketable debt securities (Note 4) | 6,724 | 7,265 | |||||||||
| Accounts and notes receivable, net of allowance of $244 and $313 | 13,054 | 12,827 | |||||||||
| GM Financial receivables, net of allowance of $1,168 and $991 (Note 5; Note 11) | 45,266 | 46,362 | |||||||||
| Inventories (Note 6) | 14,467 | 14,564 | |||||||||
| Other current assets (Note 4; Note 11) | 8,312 | 7,655 | |||||||||
| Total current assets | 108,767 | 108,545 | |||||||||
| Non-current Assets | |||||||||||
| GM Financial receivables, net of allowance of $1,557 and $1,467 (Note 5; Note 11) | 44,384 | 46,474 | |||||||||
| Equity in net assets of nonconsolidated affiliates (Note 8) | 5,681 | 7,102 | |||||||||
| Property, net (Note 9) | 51,683 | 51,904 | |||||||||
| Goodwill and intangible assets, net (Note 10) | 4,366 | 4,551 | |||||||||
| Equipment on operating leases, net (Note 7; Note 11) | 33,686 | 31,586 | |||||||||
| Deferred income taxes (Note 17) | 22,960 | 21,254 | |||||||||
| Other assets (Note 4; Note 11; Note 15) | 9,756 | 8,346 | |||||||||
| Total non-current assets | 172,517 | 171,216 | |||||||||
| Total Assets | $ | 281,284 | $ | 279,761 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable (principally trade) | $ | 23,919 | $ | 25,680 | |||||||
| Short-term debt and current portion of long-term de |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2025 as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, at a reasonable assurance level, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2025, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2025. Based on management's assessment, at a reasonable assurance level, we have concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP (PCAOB ID: 42), an independent registered public accounting firm, as stated in its report included herein.
Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Item 9B. Other Information
On November 17, 2025, Mark Reuss, President, adopted a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K intended to satisfy Rule 10b5-1(c), to sell up to 40,000 shares of GM common stock and up to 230,058 shares of GM common stock issuable upon exercise of vested options between February 16, 2026 and December 31, 2026, subject to certain conditions.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Items 10, 11, 12, 13, and 14
Information required by Items 10, 11, 12, 13, and 14 of this Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2025 fiscal year, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K, except disclosure of our executive officers, which is included in Part I, Item 1 of this report and the disclosures below regarding our Code of Conduct.
Our Code of Conduct: "Winning with Integrity" applies to everyone in our Company and, as applicable, subsidiaries that GM controls and is available at https://investor.gm.com. We intend to satisfy the disclosure requirements regarding an amendment to or waiver from a provision of the Code of Conduct by posting such information on our website.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)1. All Financial Statements and Supplemental Information
- Financial Statement Schedules
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements and notes thereto in Item 8.
- Exhibits
(b)Exhibits
GENERAL MOTORS COMPANY AND SUBSIDIARIES
GENERAL MOTORS COMPANY AND SUBSIDIARIES
- Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this Report.
† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Item 16. Form 10-K Summary
None.
GENERAL MOTORS COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENERAL MOTORS COMPANY (Registrant) | ||||||||||||||
| By: | /s/ MARY T. BARRA | |||||||||||||
| Mary T. Barra Chair and Chief Executive Officer | ||||||||||||||
| Date: | January 27, 2026 |
GENERAL MOTORS COMPANY AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 27th day of January 2026 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors.
| Signature | Title | |||||||
| /s/ MARY T. BARRA | Chair and Chief Executive Officer | |||||||
| Mary T. Barra | ||||||||
| /s/ PAUL A. JACOBSON | Executive Vice President and Chief Financial Officer | |||||||
| Paul A. Jacobson | ||||||||
| /s/ CHRISTOPHER T. HATTO | Vice President, Global Business Solutions and Chief | |||||||
| Christopher T. Hatto | Accounting Officer | |||||||
| /s/ PATRICIA F. RUSSO* | Independent Lead Director | |||||||
| Patricia F. Russo | ||||||||
| /s/ WESLEY G. BUSH* | Director | |||||||
| Wesley G. Bush | ||||||||
| /s/ JOANNE C. CREVOISERAT* | Director | |||||||
| Joanne C. Crevoiserat | ||||||||
| /s/ JOSEPH JIMENEZ* | Director | |||||||
| Joseph Jimenez | ||||||||
| /s/ ALFRED F. KELLY, JR.* | Director | |||||||
| Alfred F. Kelly, Jr. | ||||||||
| /s/ JONATHAN MCNEILL* | Director | |||||||
| Jonathan McNeill | ||||||||
| /s/ JUDITH A. MISCIK* | Director | |||||||
| Judith A. Miscik | ||||||||
| /s/ MARK A. TATUM* | Director | |||||||
| Mark A. Tatum | ||||||||
| /s/ JAN E. TIGHE* | Director | |||||||
| Jan E. Tighe | ||||||||
| /s/ DEVIN N. WENIG* | Director | |||||||
| Devin N. Wenig |
| *By: | /s/ GRANT DIXTON | |||||||
| Grant Dixton | ||||||||
| Attorney-in-Fact |