General Motors (GM) 10-K risk factor changes: FY2025 vs FY2024

If we do not deliver new products, services, [removed: technologies] [added: 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) [removed: continue to] shift resources [added: and strategies in response] to [added: changes in] the [removed: development of EVs.][added: regulatory landscape and evolving consumer preferences.]

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 [removed: transportation] [added: 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 [removed: AVs,] [added: AV capabilities,] software-enabled connected services, future features and services based on [removed: artificial intelligence] [added: AI,] and other new businesses.

The process of designing and developing new technology, [removed: products] [added: products,] and services is costly and uncertain and requires extensive capital investment.

Further, if we are unable to prevent or effectively remedy errors, bugs, [removed: vulnerabilities] [added: 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 [removed: developments] [added: developments,] and changing customer needs and preferences, our sales, [removed: profitability] [added: profitability,] and long-term competitiveness may be materially harmed.

In particular, our vehicles and connected services increasingly rely on software and hardware that is highly technical and [removed: complex] [added: complex,] and our success in this area is dependent upon our ability to retain and recruit the best talent.

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 [removed: considerations, such as embracing sustainability and inclusion initiatives.][added: considerations.]

Failure to attract, hire, develop, [removed: motivate] [added: 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 [removed: models, including EVs,] [added: 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, [removed: building] [added: building,] and selling safe, high-quality cars, crossovers, [removed: trucks] [added: trucks,] and SUVs is critical to our long-term profitability.

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, [removed: reliability] [added: 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.

[removed: Our high proportion] of [removed: fixed costs, both due to] our [removed: significant investment in property, plant and equipment as well as other requirements 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 [added: EV] strategy is dependent upon our ability to profitably deliver a strategic portfolio of EVs. The production and profitable sale of EVs [removed: has become increasingly] [added: is an] important [removed: to] [added: part of] our long-term business [removed: as we continue our transition to an all-electric future.][added: strategy.]

Our EV strategy is dependent on our ability to [removed: (i)] [added: (1)] deliver a strategic portfolio of high-quality EVs that are competitive and meet consumer demands; [removed: (ii)] [added: (2)] scale our EV manufacturing [removed: capabilities; (iii)] [added: capabilities relative to consumer demand; (3)] reduce the costs associated with the manufacture of EVs, particularly with respect to battery cells and packs; [removed: (iv)] [added: (4)] increase vehicle range and the rate of charge and energy density of our batteries; [removed: (v)] [added: (5)] efficiently source sufficient materials for the manufacture of battery cells; [removed: (vi)] [added: (6)] license and monetize our proprietary platforms and related innovations; [removed: (vii)] [added: (7)] successfully invest in new technologies relative to our peers; [removed: (viii)] [added: (8)] develop new software and services; and [removed: (ix)] [added: (9)] leverage our scale, manufacturing [removed: capabilities] [added: capabilities,] and synergies with existing ICE [removed: vehicles.][added: vehicles relative to consumer demand.]

If we are unable to successfully deliver on our EV strategy, it could materially and adversely affect our results of operations, financial [removed: condition] [added: condition,] and growth prospects, and could negatively impact our brand and reputation.

[removed: The success of our long-term strategy is dependent on consumer adoption of EVs. Consumer adoption of EVs has been slower than anticipated, and] [added: EV demand] has been [removed: and] [added: and,] in the future could [removed: be] [added: be,] impacted by numerous [added: additional] factors, including the breadth of the portfolio of EVs available; perceptions about EV features, quality, safety, [removed: performance] [added: performance,] and cost relative to ICE vehicles; the range over which EVs may be driven on a given battery charge; the proliferation and speed of charging infrastructure, in particular with respect to public EV charging stations, and the success of [removed: the Company's] [added: our] charging infrastructure programs and strategic joint ventures and other relationships; [removed: cost and availability of high fuel-economy ICE vehicles;] volatility in energy prices due to increased demand and investments to support electrification efforts; volatility, or a sustained decrease, in the cost of petroleum-based fuel; [removed: failure] [added: lack of investments] by governments and other third parties to make the [removed: investments] necessary [removed: to make] infrastructure improvements, such as greater availability of EV charging stations, and [removed: to provide] [added: lack of] meaningful and fully utilizable economic incentives promoting the adoption of [removed: EVs, including production and consumer credits contemplated by the Inflation Reduction Act (IRA);] [added: EVs;] and negative feedback from stakeholders impacting investor and consumer confidence in our [removed: company] [added: Company] or industry.

If industry-wide adoption rates continue to be [removed: lower than anticipated,] [added: slow,] we may [added: need to] take [added: additional] portfolio actions to better match the [added: consumer] pace of EV adoption, such as not fully utilizing or reducing the capacity of our existing or future plants or reducing production hours or shifts, and we may become subject to claims by suppliers as a result of such actions.

We may be unable to successfully deliver on our EV strategy, which could materially and adversely affect our results of operations, financial [removed: condition] [added: condition,] and growth prospects, and could negatively impact our brand and reputation.

See [removed: "Our] [added: “Our] operations and products are subject to extensive laws, [removed: regulations] [added: regulations,] and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do [removed: business."][added: business.”]

Our near-term profitability is dependent upon the success of our current line of [removed: ICE] vehicles, particularly our full-size ICE SUVs and full-size ICE pickup trucks. While we offer a broad portfolio of cars, crossovers, [removed: SUVs] [added: SUVs,] and trucks, [removed: and we have announced significant plans to design, build and sell] [added: along with] a strategic portfolio of EVs, we currently recognize the highest profit margins on our full-size ICE SUVs and full-size ICE pickup trucks.

As a result, our [removed: near-term] success is dependent upon our ability to sell higher margin vehicles in sufficient volumes.

We are also using the cash generated by our [added: current] ICE vehicles to fund our growth strategy, including with respect to [removed: EVs] [added: the continued development of next-generation ICE vehicles, EVs, autonomous] and [removed: AVs.][added: ADAS technologies, and software-enabled services.]

Any near-term shift in consumer preferences toward smaller, more fuel-efficient vehicles, whether as a result of increases in the price of oil or any sustained shortage of oil, including as a result of global political instability (such as related to [removed: the] ongoing conflicts [removed: in Eastern Europe and the Middle East),] [added: globally),] concerns about fuel consumption or GHG emissions, or other reasons, could weaken the demand for our higher margin vehicles.

See “Our operations and products are subject to extensive laws, [removed: regulations] [added: regulations,] and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business.” [added: In addition, at the state and federal level in the U.S. and abroad, sustainability-related rules and regulations are facing legal scrutiny.]

We operate in a highly competitive industry that has historically had excess manufacturing capacity, and attempts by our competitors to sell more vehicles could have a significant negative effect on our vehicle pricing, market [removed: share] [added: share,] and [removed: operating results.] [added: results of operations.] The global automotive industry is highly competitive in terms of the quality, innovation, new technologies, pricing, fuel economy, reliability, safety, customer [removed: service] [added: service,] and financial services offered.

[removed: Supply chain and] logistics challenges may occur as a result of geopolitical and/or policy actions.

Our [removed: transition to EVs will] [added: ICE and electric vehicles] also require [removed: developing] a more resilient, [removed: scalable] [added: scalable,] and sustainable North American-focused [removed: EV] 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.

These [removed: EV-related] agreements may require us to hold [removed: higher than normal] [added: higher-than-normal] levels of [removed: EV] raw materials inventory and to make long-term commitments to purchase raw materials.

If we are not successful in developing our North [removed: America] [added: American] supply chain, our [removed: operating] results [added: of operations] and profitability could be negatively impacted.

In light of any excess capacity and high fixed costs, many industry participants have attempted to sell more vehicles by providing subsidized financing or leasing programs, offering marketing [removed: incentives] [added: incentives,] or reducing vehicle prices.

As a result, we have had, and may in the future need, to offer similar incentives, which may result in vehicle prices that do not offset our costs, including any cost increases or the impact of adverse currency [removed: fluctuations,] [added: fluctuations or tariffs,] which could affect our profitability.

Manufacturers in countries that have lower production costs, such as China and India, have become competitors in key emerging markets and have begun offering their products in established markets, as well as [removed: a] low-cost [removed: alternative] [added: alternatives] to established entry-level automobiles.

These actions have had, and are expected to continue to have, a significant negative effect on our vehicle pricing, market [removed: share] [added: share,] and [removed: operating] results [added: of operations] in these markets.

We [removed: recently announced plans to refocus] [added: refocused] our AV strategy on personal vehicles and the execution of this strategy is dependent upon our ability to successfully mitigate unique technological, [removed: operational] [added: operational, regulatory,] and [removed: regulatory] [added: competitive] risks. Cruise Holdings, [added: our wholly-owned subsidiary, had been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.]

While we expect our refocused AV strategy to be less capital intensive than the Cruise robotaxi plan, we expect that our AV and ADAS development activities will continue to require significant capital investments and remain subject to a variety of risks inherent with the development of new technologies, including our ability to continue to develop self-driving software and hardware; attract and retain key software talent with expertise in [removed: artificial intelligence] [added: AI] and machine learning; access [removed: to] sufficient capital; [added: access high-quality data to train the AI models deployed in our AV] and [added: ADAS technologies; and respond to] significant competition from both established automotive companies and technology companies, some of which may have more resources and capital to devote to AV technologies than we do.

In addition, we face risks related to the commercial deployment of AVs, including consumer acceptance, reputation of our brand, achievement of adequate safety and other performance [removed: standards] [added: standards,] and compliance with uncertain, [removed: evolving] [added: evolving,] and potentially conflicting federal, state, [removed: provincial] [added: provincial,] or local regulations.

Advanced technologies such as [removed: AVs] [added: AVs,] present novel issues with which domestic and foreign regulators have only limited experience, and will be subject to evolving regulatory frameworks.

To the extent accidents, cybersecurity [removed: breaches] [added: breaches,] or other adverse events associated with our autonomous driving systems occur, we could be subject to liability, reputational harm, government [removed: scrutiny] [added: scrutiny,] and further regulation, and it could deter consumer adoption of AV and ADAS technology.

Any of the foregoing could materially and adversely affect our results of operations, financial [removed: condition] [added: condition,] and growth prospects.

We are subject to risks associated with climate change, including [removed: increased] [added: evolving] regulation of GHG [removed: emissions,] [added: emissions and] changing consumer preferences and [removed: other risks related to our transition to EVs] [added: demand,] and the potential increased impacts of severe weather events on our operations and infrastructure. [removed: Increasing attention] [added: Attention] to climate change, [removed: rising] societal expectations on companies to address climate change, requirements for [removed: increased disclosure] [added: disclosure,] and changes in consumer and investor preferences may result in increased costs, reduced demand for our products, reduced profits, risks associated with new regulatory requirements, risks to our [removed: reputation] [added: reputation,] and the potential for increased litigation and governmental investigations.

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.

Our high proportion of fixed costs, both due to our significant investment in property, plant, and equipment as well as other requirements

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.

For example, in light of the recent U.S. Government policy changes, we have reassessed our EV capacity and manufacturing footprint and completed a strategic realignment to expected consumer demand, and have recorded charges of $1.6 and $6.0 billion in the three months ended September 30, 2025 and December 31, 2025.

For the year ended December 31, 2025, we recorded total charges in GMNA of $7.9 billion.

Supply chain and

Introduction or modification of import tariffs or tariff-related measures may lead to further challenges for GM and our global business.

In February 2025, we acquired all of the Cruise equity interests held by noncontrolling shareholders.

Following this acquisition, we wound down the Cruise robotaxi operations and combined the GM and Cruise ongoing personal autonomous technical efforts in our GMNA segment.

In addition, the reduction in the stringency of emissions regulations has slowed and may continue to slow consumer demand for EVs in North America.

Part of our strategy to address these risks includes the continued scaling of EVs in line with consumer demand, which presents additional risks.

for commodities, raw materials, energy, and other inputs.

Tariffs applicable to the automotive industry continue to evolve, including in the U.S., where the government has signaled tariff policy may shift in the future.

Such tariffs could have a material adverse effect on our financial condition and results of operations. The U.S. and other governments have implemented import tariffs and tariff-related measures—including on vehicles, parts, raw materials, and other inputs—and have indicated further measures may be under consideration.

New or existing trade agreements, including the ongoing review of the U.S.-Mexico-Canada Agreement, may also impact the tariff rate applicable to goods imported by GM or our suppliers.

Additionally, certain tariffs are subject to pending legal challenges.

In these respects, the global tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported by GM and its suppliers into the U.S. and other countries where we operate continue to evolve.

We cannot predict with complete precision the breadth of tariffs and related costs that will impact GM in the future.

As a result, the ultimate impact of tariffs on our business could exceed our current estimates, which could have a material adverse effect on our financial condition, results of operations and cash flows, and our expected financial results.

Our efforts to mitigate the impact of tariffs, including, but not limited to, making changes to our U.S. production plan and reducing or pausing certain imports, may not be successful, and we do not expect such actions to fully offset the impact of tariffs in the near term.

We have made and may need to make additional changes to our global production footprint and workforce, which could require significant capital expenditures and could result in asset impairments and other charges, including restructuring charges, any of which could be material.

Evolving tariffs globally, along with other trade barriers and trade restrictions, may lead to supply chain disruptions, potentially resulting in increased production costs and the inability to receive certain critical parts.

However, there are no assurances that we will be able to identify or

agreements, requirements, and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises, and other catastrophic events.

Moreover, although GM takes

In addition, we regularly identify and track known security vulnerabilities.

We are unable to comprehensively apply patches or mitigate all such vulnerabilities before they may be exploited by a threat actor.

We have also acquired and in the future may acquire companies with vulnerabilities or unsophisticated security measures, which exposes us to potentially significant cybersecurity risks.

We and our third-party providers regularly experience cyberattacks and security incidents, such as phishing attacks, and we expect cyberattacks and incidents to continue in varying degrees, including due to the rapid evolution and adoption of AI.

While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future.

lock functions, batteries, and electric motors.

The rapid evolution and increased adoption of AI technologies may intensify these risks.

In addition, proposed regulatory changes to the GHG emissions standards could result in an impairment of our emissions credits, similar to the previous impairment we recognized related to our CAFE credits.

In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the U.S. and other countries in which we do business (for example, the Act and the

In addition, the production and sale of EVs at increasingly larger volumes is also part of our long-term strategy to comply with global emissions and fuel economy regulations.

If we are not able to successfully execute our EV strategy or if future compliance requirements do not change, we may need to take various actions, including purchasing additional regulatory credits from third parties, paying penalties to various government regulators, or taking portfolio actions such as reducing the production of profitable ICE vehicles, the impact of which could be material to our results of operations and financial condition.

In addition, we have made, and plan to continue to make, significant investments in EV manufacturing capacity based on our expectations for long-term EV demand, which is subject to various risks and uncertainties as described above.

Similarly, the potential imposition of tariffs may lead to further challenges for GM and its joint venture partners.

our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.

We are pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024, we owned about 97% of Cruise.

Following the acquisition of the noncontrolling interests and subject to approval of the Cruise Board of Directors, we expect to work with the Cruise leadership team to restructure Cruise's operations and combine the GM and Cruise technical efforts to build on the success of Super Cruise, our ADAS technology, and prioritize the development of ADAS on a path to fully autonomous personal vehicles.

Prevailing sustainability standards, expectations and regulations may also reflect contrasting or conflicting values or agendas.

Part of our strategy to address these risks includes the continued scaling of EVs, which presents additional risks, including reduced demand for, and therefore profits from, our ICE vehicles, which we are currently using to fund our growth strategy and transition to EVs; higher costs or reduced availability of materials related to EV technologies, whether as a result of increased competition or more stringent regulatory requirements, impacting profitability, particularly with respect to batteries and battery raw material; risks related to the success of our EV strategy, particularly with respect to advancement of battery cell technology, charging infrastructure and competition; and uncertainty over treatment of EVs in vehicle emission standards.

customers, and thereby reduce demand for our products and services.

As a result, in December 2024, our Board of Directors determined there to be a material loss in value of our investments in certain of the China JVs.

Updated business forecasts and recent restructuring actions to address continuing market challenges and competitive conditions have indicated that the loss in value is other-than-temporary for our equity interests in SAIC General Motors Corporation Limited (SGM), certain SGM subsidiaries and SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC).

We also recorded additional equity losses of $2.0 billion resulting from the implementation of these restructuring actions, which includes plant closures and portfolio optimization, in the year ended December 31, 2024.

These charges are non-cash in nature.

terms in a manner consistent with our business objectives (including with respect to full utilization of the incentives contemplated by the IRA); (4) political uncertainty, instability, civil unrest, government controls over certain sectors or human rights concerns; (5) political and economic tensions between governments and changes in international economic policies, including restrictions on the repatriation of dividends or in the export of technology, especially between China and the U.S.; (6) changes to customs requirements or procedures (e.g., inspections) or new or higher tariffs, for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets; (7) new or evolving non-tariff barriers or domestic preference procurement requirements, or enforcement of, changes to, withdrawals from or impediments to implementing free trade agreements, or preferences of foreign nationals for domestically manufactured products; (8) changes in foreign currency exchange rates and interest rates; (9) economic downturns or significant changes in macroeconomic conditions in the countries in which we operate; (10) differing local product preferences and product requirements, including government certification requirements related to, among other things, fuel economy, vehicle emissions, EVs and AVs, connected services and safety; (11) impact of changes to and compliance with U.S. and foreign countries’ export controls, economic sanctions, import controls, foreign investment and other similar measures; (12) impacts on our operations or liabilities resulting from U.S. and foreign laws and regulations, including, but not limited to, those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws; (13) differing labor regulations, agreements, requirements and union relationships; (14) differing dealer and franchise regulations and relationships; (15) difficulties in obtaining financing in foreign countries for local operations; and (16) natural disasters, public health crises and other catastrophic events.

financial condition, liquidity and future expectations.

Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict.

The occurrence of any of these events could compromise the confidentiality, operational integrity and accessibility of these systems and products and the data that

resides within them.

Similarly, such an occurrence could result in the compromise, acquisition or loss of the information processed by these systems and products.

Such events could result in, among other things, the loss of proprietary data, interruptions or delays in our business operations and damage to our reputation.

Various events described above have occurred in the past and may occur in the future.

Although impacts of past events have been immaterial, the impacts of such events in the future may be material.

Our operations and products are subject to extensive laws, regulations and policies, including those related to vehicle emissions and fuel economy standards, which can significantly increase our costs and affect how we do business. We are significantly affected by governmental regulations on a global basis that can increase costs related to the production of our vehicles and affect our product portfolio, particularly regulations relating to fuel economy standards and GHG emissions.

diminish demand for, our vehicles.

We expect that to comply with fuel economy and GHG emission standards and mandates to sell specific volumes of ZEVs in certain jurisdictions, we will be required to sell a significant volume of EVs, and potentially develop and implement new technologies for conventional internal combustion engines, all of which will require substantial investment and expense.

if the affected items relate to global platforms or involve defects that are identified years after production.

In addition, GM Financial has certain floating-rate obligations, hedging transactions and floating-rate commercial loans that determine their applicable interest rate or payment amount by reference to a benchmark rate, generally the Secured Overnight Financing Rate (SOFR), which is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.

Any uncertainties associated with these benchmark rates may impact GM Financial's ability to manage interest rate risk effectively.

The discussion of our financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 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, [removed: 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001467858/000146785824000031/gm-20231231.htm)] [added: 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001467858/000146785825000032/gm-20241231.htm)] is incorporated by reference into this MD&A.

Overview Our vision for the future is a world with zero crashes, zero [removed: emissions] [added: emissions,] and zero congestion.

We will adapt to customer preferences while executing our growth-focused strategy to invest in [added: ICE vehicles,] EVs, hybrids, personal AV technology, software-enabled [removed: services] [added: services,] and other new business opportunities.

To support strong margins and cash [removed: flow during this transition,] [added: flow,] we [removed: are strengthening] [added: continue to strengthen] our market position in profitable ICE vehicles, such as trucks and SUVs.

[added: 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 [removed: 2024] [added: 2025] was driven by the strength of our vehicle [removed: portfolio] [added: portfolio,] including high margin full-size pickup trucks and SUVs, strong consumer demand for our [removed: products] [added: products,] and the execution of our core business strategy.

We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand [removed: trends] [added: trends,] and [removed: potential] changes [removed: in] [added: to] the regulatory [removed: environment.][added: environment, including with respect to fuel economy standards, GHG emissions regulations, and corporate taxes.]

We face continuing market, [removed: operating] [added: 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 [removed: policy] [added: policy, automotive industry supply chains,] and political uncertainty.

For the year ending December 31, [removed: 2025,] [added: 2026,] we expect earnings per share (EPS)-diluted and EPS-diluted-adjusted of between $11.00 and [removed: $12.00,] [added: $13.00,] Net income attributable to stockholders of between [removed: $11.2 billion and $12.5] [added: $10.3] billion and [removed: earnings before interest] [added: $11.7 billion,] and [removed: taxes (EBIT)-adjusted] [added: EBIT-adjusted] of between [removed: $13.7] [added: $13.0] billion and [removed: $15.7] [added: $15.0] billion.

| | | | Year Ending December 31, [removed: 2025] [added: 2026] | | |

| Net income attributable to stockholders | | | $ [removed: 11.2-12.5] [added: 10.3-11.7] | | |

| Income tax expense | | | [removed: 2.5-3.2] [added: 2.6-3.2] | | |

| Automotive interest [removed: income,] [added: expense,] net | | | [removed: (0.0)] [added: 0.1] | | |

GMNA Industry sales in North America were [removed: 20.3] [added: 20.7] million units in the year ended December 31, [removed: 2024,] [added: 2025,] representing an increase of [removed: 3.5%] [added: 2.0%] compared to the corresponding period in [removed: 2023.][added: 2024.]

U.S. industry sales were [removed: 16.4] [added: 16.6] million units in the year ended December 31, [removed: 2024,] [added: 2025,] representing an increase of [removed: 2.3%] [added: 1.7%] compared to the corresponding period in [removed: 2023.][added: 2024.]

Our total vehicle sales in the U.S., our largest market in North America, were [removed: 2.7] [added: 2.9] million units for a market share of [removed: 16.5%] [added: 17.2%] in the year ended December 31, [removed: 2024,] [added: 2025,] representing an increase of [removed: 0.3] [added: 0.6] percentage points compared to the corresponding period in [removed: 2023.][added: 2024.]

[removed: Our] [added: In addition, our] outlook is dependent on continued supply chain availability, [removed: EV-related cost reduction and] the resiliency of the U.S. [removed: economy] [added: economy,] and overall economic conditions, including the [removed: potential] imposition of [removed: tariffs] [added: tariffs, less available offsets and deductions,] or other trade restrictions by the U.S. or its trading partners.

[removed: GMI Industry] [added: Outside of China, industry] sales [removed: in China] were [removed: 26.6] [added: 26.7] million units in the year ended December 31, [removed: 2024,] [added: 2025,] representing an increase of [removed: 6.4%] [added: 3.4%] compared to the corresponding period in [removed: 2023.][added: 2024.]

Our total vehicle sales in China were [removed: 1.8] [added: 1.9] million units resulting in a market share of [removed: 6.9%] [added: 7.1%] in the year ended December 31, [removed: 2024,] [added: 2025,] representing [removed: a decrease] [added: an increase] of [removed: 1.5] [added: 0.1] percentage points compared to the corresponding period in [removed: 2023.][added: 2024.]

[removed: Outside of China, industry] [added: GMI Industry] sales [added: in China] were [removed: 25.7] [added: 26.4] million units in the year ended December 31, [removed: 2024, representing a decrease of 0.3%] [added: 2025, remaining flat] compared to the corresponding period in [removed: 2023.][added: 2024.]

Our total vehicle sales outside of China were 0.9 million units for a market share of [removed: 3.7%] [added: 3.5%] in the year ended December 31, [removed: 2024,] [added: 2025,] representing a decrease of [removed: 0.3] [added: 0.1] percentage points compared to the corresponding period in [removed: 2023.][added: 2024.]

In December 2024, we announced [removed: plans to refocus our autonomous driving strategy on personal vehicles and] that we [removed: would] [added: will] no longer fund Cruise's robotaxi development [removed: work.][added: work and will refocus our autonomous driving strategy on personal vehicles.]

Refer to Part I, Item [removed: 1.][added: 1A.]

Automotive Financing - GM Financial Summary and Outlook We believe that offering a comprehensive suite of financing products will generate incremental sales of our vehicles, drive incremental GM Financial [removed: earnings] [added: earnings,] and help support our sales throughout various economic cycles.

GM Financial's penetration of our retail sales in the U.S. was [removed: 39%] [added: 33%] in the year ended December 31, [removed: 2024] [added: 2025] and [removed: 42%] [added: 39%] in the corresponding period in [removed: 2023.][added: 2024.]

GM Financial's prime loan originations as a percentage of total loan originations in North America was [removed: 81%] [added: 80%] in the year ended December 31, [removed: 2024] [added: 2025] and [removed: 82%] [added: 81%] in the corresponding period in [removed: 2023.][added: 2024.]

In the year ended December 31, [removed: 2024,] [added: 2025,] GM Financial's revenue consisted of leased vehicle income of 46%, retail finance charge income of [removed: 40%] [added: 41%,] and commercial finance charge income of [removed: 8%.][added: 7%.]

[removed: GM Financial's] [added: Through its] leasing program [added: GM Financial] is exposed to residual values, which are heavily dependent on used vehicle prices.

Gains on terminations of leased vehicles of [removed: $0.8] [added: $0.6] billion and [removed: $0.9] [added: $0.8] billion were included in GM Financial interest, [removed: operating] [added: operating,] and other expenses in the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The decrease in gains is primarily due to [added: a decrease in the average gain on the sale of leased vehicles as well as] fewer terminated leases in [removed: 2024 compared to 2023.][added: 2025.]

The following table summarizes the estimated residual value based on GM Financial's most recent [added: estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle segment (units in thousands):]

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| Crossovers | | | $ | [removed: 13,184] [added: 13,145] | | | | | [removed: 635] [added: 617] | | | | | | [removed: 67.3] [added: 64.8] | | % | | | | $ | [removed: 12,830] [added: 13,184] | | | | | [removed: 648] [added: 635] | | | | | | [removed: 67.5] [added: 67.3] | | % |

| Trucks | | | [removed: 7,458] [added: 8,702] | | | | | | [removed: 224] [added: 254] | | | | | | [removed: 23.7] [added: 26.6] | | % | | | | [removed: 6,793] [added: 7,458] | | | | | | [removed: 210] [added: 224] | | | | | | [removed: 21.9] [added: 23.7] | | % |

| SUVs | | | [removed: 2,260] [added: 2,619] | | | | | | [removed: 53] [added: 56] | | | | | | [removed: 5.6] [added: 5.9] | | % | | | | [removed: 2,304] [added: 2,260] | | | | | | [removed: 58] [added: 53] | | | | | | [removed: 6.0] [added: 5.6] | | % |

| Cars | | | [removed: 590] [added: 515] | | | | | | [removed: 31] [added: 26] | | | | | | [removed: 3.3] [added: 2.7] | | % | | | | [removed: 734] [added: 590] | | | | | | [removed: 44] [added: 31] | | | | | | [removed: 4.6] [added: 3.3] | | % |

| Total | | | $ | [removed: 23,492] [added: 24,981] | | | | | [removed: 943] [added: 952] | | | | | | 100.0 | | % | | | | $ | [removed: 22,661] [added: 23,492] | | | | | [removed: 960] [added: 943] | | | | | | 100.0 | | % |

Consolidated Results We review changes in our results of operations under five categories: Volume, Mix, Price, [removed: Cost] [added: Cost,] and Other.

Volume measures the impact of changes in wholesale vehicle volumes driven by industry volume, market [removed: share] [added: share,] and changes in dealer stock levels.

We continue to prioritize driving down costs to improve profitability and are aligning EV capacity to expected consumer demand.

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.

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.

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,

2025.

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.

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.

| EBIT-adjusted(a) | | | $ 13.0-15.0 | | |

We achieved solid margins in the year ended December 31, 2025 driven by the strength of our product portfolio and ongoing cost discipline.

However, the evolving tariff and policy landscape could have a material impact on our profitability going forward.

We remain focused on improving our EV profitability while maintaining our focus on cost.

Looking ahead, our top priority is returning GMNA to its historical 8.0-10.0% EBIT-adjusted margins as quickly as possible.

Our Automotive China JVs generated an equity loss of $0.3 billion in the year ended December 31, 2025, which includes charges of $0.6 billion related to the previously announced restructuring of SGM.

We continue to focus on enhancing the

competitiveness of our products in the Chinese market and executing restructuring plans.

Additional restructuring charges may be incurred going forward.

| GMNA | | | $ | 154,317 | | | | | $ | 157,509 | | | | | $ | (3,192) | | | | | (2.0) | | % | | | | | | | $ | (7.0) | | | | | $ | 2.0 | | | | | $ | 1.4 | | | | | $ | 0.4 | | | | |

| GMI | | | 13,427 | | | | | | 13,890 | | | | | | (463) | | | | | | (3.3) | | % | | | | | | | $ | (1.0) | | | | | $ | 0.5 | | | | | $ | 0.5 | | | | | $ | (0.4) | | | | |

| Corporate | | | 227 | | | | | | 206 | | | | | | 21 | | | | | | 10.3 | | % | | | | | | | | | | | | | $ | — | | | | | | | | | | | $ | — | | | | |

| Automotive | | | 167,970 | | | | | | 171,605 | | | | | | (3,635) | | | | | | (2.1) | | % | | | | | | | $ | (7.9) | | | | | $ | 2.5 | | | | | $ | 1.9 | | | | | $ | — | | | | |

| Cruise | | | 1 | | | | | | 257 | | | | | | (256) | | | | | | (99.7) | | % | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.3) | | | | |

| GM Financial | | | 17,060 | | | | | | 15,875 | | | | | | 1,185 | | | | | | 7.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1.2 | | | | |

| Total net sales and revenue | | | $ | 185,019 | | | | | $ | 187,442 | | | | | $ | (2,422) | | | | | (1.3) | | % | | | | | | | $ | (7.9) | | | | | $ | 2.5 | | | | | $ | 1.9 | | | | | $ | 1.2 | | | | |

| GMNA | | | $ | 146,178 | | | | | $ | 135,818 | | | | | $ | (10,360) | | | | | (7.6) | | % | | | | | | | $ | 5.1 | | | | | $ | (1.6) | | | | | $ | (14.9) | | | | | $ | 1.0 | |

| GMI | | | 12,548 | | | | | | 12,552 | | | | | | 4 | | | | | | — | | % | | | | | | | $ | 0.7 | | | | | $ | (0.3) | | | | | $ | (0.4) | | | | | $ | — | |

| Corporate | | | 243 | | | | | | 132 | | | | | | (111) | | | | | | (84.7) | | % | | | | | | | | | | | | | $ | — | | | | | $ | (0.1) | | | | | $ | — | |

| Cruise | | | 163 | | | | | | 2,566 | | | | | | 2,403 | | | | | | 93.6 | | % | | | | | | | | | | | | | | | | | | | $ | 2.4 | | | | | | | |

We plan to execute our strategy

GENERAL MOTORS COMPANY AND SUBSIDIARIES

We continue to prioritize driving down costs and building scale in our EV portfolio to improve profitability.

| | | | | | |

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

| | | | | | |

| EBIT-adjusted(a) | | | $ 13.7-15.7 | | |

__________

We expect to sustain relatively strong EBIT-adjusted margins in 2025 on the continuing strength of our product portfolio, improving EV margins and continuing cost discipline, partially offset by pricing moderation with increased incentives and higher depreciation expense.

While we expect EV margins to improve in 2025, we may continue to recognize losses to adjust inventory to net realizable value.

Intense price competition with significant excess capacity from both new market entrants and established competitors offering vehicles at lower prices and an increasingly challenging regulatory environment related to emissions, fuel consumption and NEVs continue to negatively impact the profitability of our operations in China.

Additionally,

we believe independent, Chinese automakers are expanding market share and prioritizing production volumes over profitability, with the ability to produce vehicles at costs well below foreign automakers, including our Automotive China JVs.

These factors are impacting our China JVs’ ability to grow vehicle sales in China and our ability to generate sustainable equity income from our China JVs.

We are in the late stages of finalizing details with our JV partners on an agreement regarding certain restructuring actions, which include plant closures and portfolio optimization to address continuing market challenges and competitive conditions, and updated business forecasts.

Based on the updated forecast, we determined that the material loss in value of our equity interests in SAIC General Motors Corporation Limited (SGM), SAIC GM (Shenyang) Norsom Motors Co., Ltd. (SGM Norsom), SAIC GM Dong Yue Motors Co., Ltd. (SGM DY) and SAIC GM Dong Yue Powertrain Co., Ltd. (SGM DYPT) was other than temporary.

As a result, we recorded an other-than-temporary impairment of our equity interests of $2.1 billion in the year ended December 31, 2024 which is included in equity income (loss).

Our Automotive China JVs' equity losses also includes non-cash charges of $2.0 billion resulting from the implementation of the restructuring plan.

We expect additional restructuring charges are likely to be incurred in 2025.

Going forward, we will continue to assess our strategy in the Chinese market to maintain presence while prioritizing profitability.

In addition, GM Financial also concluded that a $0.3 billion other-than-temporary impairment of its equity interest in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) existed.

Refer to the "Automotive Financing – GM Financial Summary and Outlook” section of this MD&A for discussion of GM Financial’s other-than-temporary impairment of its equity interest in SAIC-GMAC.

Cruise Cruise Holdings, our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.

In June 2024, Cruise indefinitely delayed development work on the Cruise Origin and recorded restructuring charges of $0.6 billion primarily related to non-cash write-offs of Origin assets.

Business for a further discussion on Cruise.

In conjunction with our announcement to no longer fund Cruise’s robotaxi development work and our plans to combine the Cruise and GM technical efforts to advance autonomous and assisted driving, Cruise recorded net charges of $0.5 billion.

These charges primarily relate to anticipated headcount reductions and impairments of real estate lease assets and certain intangible assets.

estimates and the number of units included in GM Financial Equipment on operating leases, net by vehicle type (units in thousands):

As a result of the market challenges and competitive conditions in China, GM Financial recorded a $0.3 billion other-than-temporary impairment charge to write down its SAIC-GMAC investment to its fair value.

Refer to the "Overview – GMI" section of this MD&A for discussion of the China market and associated restructuring actions being taken.

| GMNA | | | $ | 157,509 | | | | | $ | 141,445 | | | | | $ | 16,064 | | | | | 11.4 | | % | | | | | | | $ | 12.8 | | | | | $ | 2.5 | | | | | $ | 0.7 | | | | | $ | — | | | | |

| GMI | | | 13,890 | | | | | | 15,949 | | | | | | (2,059) | | | | | | (12.9) | | % | | | | | | | $ | (1.6) | | | | | $ | 0.4 | | | | | $ | 0.2 | | | | | $ | (1.1) | | | | |

| Corporate | | | 206 | | | | | | 273 | | | | | | (67) | | | | | | (24.5) | | % | | | | | | | | | | | | | $ | — | | | | | | | | | | | $ | (0.1) | | | | |

| Automotive | | | 171,605 | | | | | | 157,667 | | | | | | 13,938 | | | | | | 8.8 | | % | | | | | | | $ | 11.2 | | | | | $ | 2.9 | | | | | $ | 0.9 | | | | | $ | (1.1) | | | | |

| Cruise | | | 257 | | | | | | 102 | | | | | | 155 | | | | | | n.m. | | | | | | | | | | | | | | | $ | — | | | | | | | | | | | $ | 0.2 | | | | |

| GM Financial | | | 15,875 | | | | | | 14,225 | | | | | | 1,650 | | | | | | 11.6 | | % | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1.7 | | | | |

| Total net sales and revenue | | | $ | 187,442 | | | | | $ | 171,842 | | | | | $ | 15,598 | | | | | 9.1 | | % | | | | | | | $ | 11.2 | | | | | $ | 2.9 | | | | | $ | 0.9 | | | | | $ | 0.6 | | | | |

__________

n.m.

= not meaningful

A risk management control framework is utilized to monitor the strategies, [removed: risks] [added: risks,] and related hedge positions in accordance with the policies and procedures approved by the Financial Risk Council.

Automotive The following analyses provide quantitative information regarding exposure to foreign currency exchange rate risk, interest rate [removed: risk] [added: risk,] and commodity risk.

The models used assume instantaneous, parallel shifts in exchange rates, interest rate yield [removed: curves] [added: curves,] and commodity prices.

Foreign Currency Exchange Rate Risk We have foreign currency exposures related to buying, [removed: selling] [added: selling,] and financing in currencies other than the functional currencies of our operations.

At December 31, [removed: 2024,] [added: 2025,] our most significant foreign currency exposures were between the U.S. dollar and the Canadian dollar, Chinese yuan, [removed: Korean won, Mexican peso] and [removed: Brazilian real.][added: Korean won.]

Derivative instruments such as foreign currency forwards, [removed: swaps] [added: swaps,] and options are primarily used to hedge exposures with respect to forecasted revenues, [removed: costs] [added: costs,] and commitments denominated in foreign currencies.

Such contracts had remaining maturities of up to 12 months at December 31, [removed: 2024.][added: 2025.]

The net fair value liability of financial instruments with exposure to foreign currency risk was [removed: $0.2] [added: $0.3] billion and [removed: $0.4] [added: $0.2] billion at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 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 [removed: equivalents] [added: 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 [removed: $0.3] [added: $0.8] billion and [removed: insignificant] [added: $0.3 billion] at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The following table summarizes the amounts of automotive foreign currency translation, [removed: transaction] [added: transaction,] and remeasurement (gains) losses:

| Translation (gains) losses recorded in Accumulated other comprehensive loss | | | $ | [removed: 765] [added: (76)] | | | | | $ | [removed: (169)] [added: 765] | |

| Transaction and remeasurement (gains) losses recorded in earnings | | | $ | [removed: (314)] [added: 353] | | | | | $ | [removed: 344] [added: (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 [removed: obligations] [added: obligations,] and certain marketable debt securities.

At December 31, [removed: 2024,] [added: 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 [removed: $15.2] [added: $16.2] billion and [removed: $16.5] [added: $15.2] billion at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The potential increase in fair value resulting from a 10% decrease in quoted interest rates would have been [added: $0.6 billion and] $0.7 billion at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

We had marketable debt securities of [removed: $7.3] [added: $6.7] billion and [removed: $7.6] [added: $7.3] billion classified as available-for-sale at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The potential decrease in fair value from a 50 basis point increase in interest rates would have been insignificant at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Commodity Risk We have commodity price risk which could have an impact [removed: of] [added: on] our financial results as [added: a] result of fluctuations in the prices of commodities used in vehicle production.

At December 31, [removed: 2024] [added: 2025] we used derivative instruments such as commodity forwards, [removed: swaps] [added: swaps,] and options to hedge a portion of our exposures with respect to forecasted commodity purchases of steel, copper, aluminum, palladium, [removed: lithium] [added: lithium,] and nickel.

The net fair value [removed: liability] of financial instruments with exposure to commodity price movements was [added: an asset of $0.4 billion and an] insignificant [added: liability] at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 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 [removed: and insignificant] at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

These differences may include tenor, yield, repricing [removed: timing] [added: timing,] and prepayment expectations.

At December 31, [added: 2025 and] 2024, GM Financial [removed: moved to an asset-sensitive profile from a liability-sensitive profile in 2023,] [added: was asset-sensitive,] meaning that more assets than liabilities were expected to reprice within the next 12 months.

| One hundred basis points instantaneous increase in interest rates | | | $ | [removed: 5.6] [added: 4.0] | | | | | $ | [removed: (7.7)] [added: 5.6] | |

| One hundred basis points instantaneous decrease in interest rates(a) | | | $ | [removed: (5.6)] [added: (4.0)] | | | | | $ | [removed: 7.7] [added: (5.6)] | |

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 [removed: derivatives] [added: derivatives,] and exercise of options embedded in debt and derivatives.

As a result, GM Financial believes its market risk exposure relating to changes in currency exchange rates at December 31, [removed: 2024] [added: 2025] was insignificant.

GM Financial had foreign currency swaps with notional amounts of [removed: $8.4] [added: $9.2] billion and [removed: $8.0] [added: $8.4] billion at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The net fair value of these derivative financial instruments was [added: an asset of $0.5 billion and] a liability of $0.4 billion [removed: and $0.2 billion] at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Translation (gains) losses recorded in Accumulated other comprehensive loss | | | $ | [removed: 403] [added: (274)] | | | | | $ | [removed: (147)] [added: 403] | |

| Transaction and remeasurement (gains) losses recorded in earnings | | | $ | [removed: (7)] [added: 10] | | | | | $ | [removed: 5] [added: (7)] | |

We have audited the accompanying consolidated balance sheets of General Motors Company and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 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 [removed: 28, 2025] [added: 27, 2026] expressed an unqualified opinion thereon.

| Description of the matter | | | As discussed in Note 12 to the financial statements, the liabilities for product warranty and recall campaigns amount to [removed: $10.6] [added: $13.6] billion at December 31, [removed: 2024.] [added: 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. | | |

| 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 [removed: recall,] [added: 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 [added: tests of actual claims and claims] analytical procedures to corroborate [added: trends in] cost per [removed: vehicle based on historical claims data.] [added: 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. | | |

| | | | [removed: Sales] [added: Retail sales] incentives | | |

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

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

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.

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

| 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. | | |

| 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. | | |

| January 27, 2026 | | |

| January 27, 2026 | | |

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

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

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

| January 28, 2025 | | |

| January 28, 2025 | | |

General Motors Company (sometimes referred to as we, our, us, ourselves, the Company, General [removed: Motors] [added: Motors,] or GM) was incorporated as a Delaware corporation in 2009.

We design, [removed: build] [added: build,] and sell trucks, crossovers, [removed: cars] [added: cars,] and automobile parts and provide software-enabled services and subscriptions worldwide.

Our automotive operations meet the demands of our customers through our [removed: automotive] segments: GM North America (GMNA) and GM International (GMI) with vehicles developed, [removed: manufactured] [added: manufactured,] and/or marketed under the Buick, Cadillac, [removed: Chevrolet] [added: 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, [removed: manufactured] [added: manufactured,] and/or marketed under the Baojun, Buick, Cadillac, [removed: Chevrolet] [added: Chevrolet,] and Wuling brands.

Certain columns and rows may not [removed: add] [added: sum] due to rounding.

Software-Enabled [removed: Services and Subscriptions] [added: Technology Services] Our vehicles are equipped with a suite of software-enabled services, [added: aimed at improving the customer experience and creating vehicles that improve and evolve over time,] including OnStar [removed: services, Super Cruise] [added: services] and [removed: others.][added: Super Cruise.]

With nearly three decades of experience, OnStar is a global leader in enabling [removed: automotive] [added: connected vehicle] services.

As GM introduces more software-defined vehicles, OnStar [removed: is playing] [added: will play] a key role as an enabler of [removed: active] safety, infotainment, [removed: connectivity] [added: connectivity,] and driver assistance features.

OnStar provides one ecosystem for retail and fleet customers to use, [removed: engage] [added: engage,] and shop through a broader set of service offerings available at and after vehicle purchase.

[added: Our end-to-end software platform provides customers with] software-defined features, [removed: apps] [added: apps,] and services over-the-air and [removed: will empower] [added: empowers] customers to update their ownership experiences with desirable features, software services, vehicle [removed: performance] [added: performance,] and Super [removed: Cruise.][added: Cruise, our hands-free driver assistance technology.]

[added: With an attentive driver and under proper conditions,] Super Cruise enables drivers of [removed: properly] equipped vehicles to travel hands-free on more than [removed: 530,000] [added: 600,000] miles of compatible [removed: roads, and soon to be approximately 750,000 miles,] [added: roads] in the U.S. and Canada.

Many of GM's latest [removed: electric and internal combustion] [added: ICE] vehicles [added: and EVs] are employing this software platform as it rolls out across most products in the coming years.

In December 2024, we announced [removed: plans to] [added: that we would no longer fund Cruise's robotaxi development work and will] refocus our autonomous driving strategy on personal vehicles [removed: and that] [added: and, in February 2025,] we [removed: would no longer fund Cruise's] [added: completed the acquisition of the noncontrolling interests in Cruise, began to wind down the Cruise] robotaxi [removed: development work.][added: operations, and combined the GM and Cruise autonomous technical efforts in our GMNA segment.]

[removed: Following the acquisition of the noncontrolling interests and subject to approval of the Cruise Board of Directors, we expect to work] [added: We worked] with the Cruise leadership team to restructure Cruise's operations and [removed: combine] [added: 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.

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 [removed: range] [added: range,] and functionality.

In the year ended December 31, [removed: 2024, 27.9%] [added: 2025, 27.5%] of our wholesale vehicle sales volume was generated outside the U.S. The following table summarizes wholesale vehicle sales by [removed: automotive segment] [added: our Automotive operations] (vehicles in thousands):

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| GMNA | | | [removed: 3,464] [added: 3,296] | | | | | | [removed: 86.4] [added: 86.8] | | % | | | | [removed: 3,147] [added: 3,464] | | | | | | [removed: 83.5] [added: 86.4] | | % | | | | [removed: 2,926] [added: 3,147] | | | | | | [removed: 81.8] [added: 83.5] | | % |

| GMI | | | [removed: 547] [added: 503] | | | | | | [removed: 13.6] [added: 13.2] | | % | | | | [removed: 621] [added: 547] | | | | | | [removed: 16.5] [added: 13.6] | | % | | | | [removed: 653] [added: 621] | | | | | | [removed: 18.2] [added: 16.5] | | % |

| Total | | | [removed: 4,010] [added: 3,799] | | | | | | 100.0 | | % | | | | [removed: 3,768] [added: 4,010] | | | | | | 100.0 | | % | | | | [removed: 3,579] [added: 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, [removed: governments] [added: governments,] and daily rental car companies); and (3) [removed: sales of] [added: certain vehicles used by dealers in their business, including but not limited to] courtesy transportation vehicles [removed: (i.e., vehicles] previously used by dealers that were sold to the end [removed: consumer).][added: 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 [removed: venture.][added: 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 [added: of the underlying demand for our vehicles.]

[removed: Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers, distributors] [added: distributors,] and joint ventures; commercially available data [removed: sources] [added: sources,] such as registration and insurance data; and internal estimates and forecasts when other data is not available.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| United States | | | [removed: 16,385] [added: 16,631] | | | | | | [removed: 2,705] [added: 2,853] | | | | | | [removed: 16.5] [added: 17.2] | | % | | | | [removed: 16,022] [added: 16,356] | | | | | | [removed: 2,595] [added: 2,705] | | | | | | [removed: 16.2] [added: 16.5] | | % | | | | [removed: 14,242] [added: 16,022] | | | | | | [removed: 2,274] [added: 2,595] | | | | | | [removed: 16.0] [added: 16.2] | | % |

| Other | | | [removed: 3,909] [added: 4,027] | | | | | | [removed: 510] [added: 507] | | | | | | [removed: 13.1] [added: 12.6] | | % | | | | [removed: 3,590] [added: 3,904] | | | | | | [removed: 460] [added: 510] | | | | | | [removed: 12.8] [added: 13.1] | | % | | | | [removed: 3,066] [added: 3,590] | | | | | | [removed: 406] [added: 460] | | | | | | [removed: 13.2] [added: 12.8] | | % |

| Total North America | | | [removed: 20,294] [added: 20,658] | | | | | | [removed: 3,215] [added: 3,361] | | | | | | [removed: 15.8] [added: 16.3] | | % | | | | [removed: 19,612] [added: 20,260] | | | | | | [removed: 3,055] [added: 3,215] | | | | | | [removed: 15.6] [added: 15.9] | | % | | | | [removed: 17,308] [added: 19,612] | | | | | | [removed: 2,680] [added: 3,055] | | | | | | [removed: 15.5] [added: 15.6] | | % |

| Asia/Pacific, Middle [removed: East] [added: East,] and Africa | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Asia/Pacific, Middle [removed: East] [added: East,] and Africa | | | [removed: 48,293] [added: 48,780] | | | | | | [removed: 2,359] [added: 2,418] | | | | | | [removed: 4.9] [added: 5.0] | | % | | | | [removed: 47,025] [added: 48,284] | | | | | | [removed: 2,676] [added: 2,360] | | | | | | [removed: 5.7] [added: 4.9] | | % | | | | [removed: 43,748] [added: 47,156] | | | | | | [removed: 2,808] [added: 2,676] | | | | | | [removed: 6.4] [added: 5.7] | | % |

| Brazil | | | [removed: 2,634] [added: 2,688] | | | | | | [removed: 315] [added: 276] | | | | | | [removed: 12.0] [added: 10.3] | | % | | | | [removed: 2,307] [added: 2,634] | | | | | | [removed: 328] [added: 315] | | | | | | [removed: 14.2] [added: 12.0] | | % | | | | [removed: 2,103] [added: 2,307] | | | | | | [removed: 291] [added: 328] | | | | | | [removed: 13.8] [added: 14.2] | | % |

| Other | | | [removed: 1,347] [added: 1,679] | | | | | | [removed: 109] [added: 126] | | | | | | [removed: 8.1] [added: 7.5] | | % | | | | [removed: 1,419] [added: 1,347] | | | | | | [removed: 128] [added: 109] | | | | | | [removed: 9.0] [added: 8.1] | | % | | | | [removed: 1,563] [added: 1,419] | | | | | | [removed: 160] [added: 128] | | | | | | [removed: 10.3] [added: 9.0] | | % |

| Total South America | | | [removed: 3,980] [added: 4,367] | | | | | | [removed: 424] [added: 403] | | | | | | [removed: 10.7] [added: 9.2] | | % | | | | [removed: 3,726] [added: 3,981] | | | | | | [removed: 456] [added: 424] | | | | | | [removed: 12.2] [added: 10.7] | | % | | | | [removed: 3,666] [added: 3,726] | | | | | | [removed: 451] [added: 456] | | | | | | [removed: 12.3] [added: 12.2] | | % |

| Cars | | | [removed: 2,939] [added: 2,719] | | | | | | [removed: 178] [added: 57] | | | | | | [removed: 6.0] [added: 2.1] | | % | | | | [removed: 3,070] [added: 2,946] | | | | | | [removed: 224] [added: 178] | | | | | | [removed: 7.3] [added: 6.0] | | % | | | | [removed: 2,815] [added: 3,070] | | | | | | [removed: 214] [added: 224] | | | | | | [removed: 7.6] [added: 7.3] | | % |

| Crossovers | | | [removed: 9,101] [added: 9,320] | | | | | | [removed: 1,144] [added: 1,280] | | | | | | [removed: 12.6] [added: 13.7] | | % | | | | [removed: 8,702] [added: 9,074] | | | | | | [removed: 1,068] [added: 1,144] | | | | | | [removed: 12.3] [added: 12.6] | | % | | | | [removed: 7,454] [added: 8,702] | | | | | | [removed: 814] [added: 1,068] | | | | | | [removed: 10.9] [added: 12.3] | | % |

| Total United States | | | [removed: 16,385] [added: 16,631] | | | | | | [removed: 2,705] [added: 2,853] | | | | | | [removed: 16.5] [added: 17.2] | | % | | | | [removed: 16,022] [added: 16,356] | | | | | | [removed: 2,595] [added: 2,705] | | | | | | [removed: 16.2] [added: 16.5] | | % | | | | [removed: 14,242] [added: 16,022] | | | | | | [removed: 2,274] [added: 2,595] | | | | | | [removed: 16.0] [added: 16.2] | | % |

| SGMS | | | | | | | | | [removed: 524] [added: 512] | | | | | | | | | | | | | | | | | | [removed: 870] [added: 524] | | | | | | | | | | | | | | | | | | [removed: 1,037] [added: 870] | | | | | | | | |

| SGMW | | | | | | | | | [removed: 1,315] [added: 1,368] | | | | | | | | | | | | | | | | | | [removed: 1,229] [added: 1,315] | | | | | | | | | | | | | | | | | | [removed: 1,266] [added: 1,229] | | | | | | | | |

(b)Cuba, Iran, North Korea, [removed: Sudan] and [removed: Syria are] [added: Sudan have been] subject to broad economic sanctions.

We sell vehicles directly or through our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing [removed: companies] [added: companies,] and governments.

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

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.

OnStar is available in more than 20 markets globally.

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.

Total vehicle sales data represents management's good faith estimate based on sales reported by our dealers,

| 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 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 | | % |

| Trucks | | | 4,592 | | | | | | 1,517 | | | | | | 33.0 | | % | | | | 4,336 | | | | | | 1,383 | | | | | | 31.9 | | % | | | | 4,249 | | | | | | 1,303 | | | | | | 30.7 | | % |

| Total | | | 26,412 | | | | | | 1,880 | | | | | | 7.1 | | % | | | | 26,408 | | | | | | 1,839 | | | | | | 7.0 | | % | | | | 24,967 | | | | | | 2,099 | | | | | | 8.4 | | % |

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.

While no single piece of intellectual property is

Focusing on the principle of "buy where we build" will allow the team to work toward greater scalability and stability.

Cruise is our global segment responsible for the development of autonomous vehicle (AV) technology.

Our vision for the future is a world with zero crashes, zero emissions and zero congestion, which guides our growth-focused strategy to invest in electric vehicles (EVs) and AVs, software-enabled services and subscriptions and new business opportunities, while strengthening our market position in profitable internal combustion engine (ICE) vehicles, such as trucks and sport utility vehicles (SUVs).

Electric Vehicles We are offering customers choice with our diverse EV lineup.

A key element in our EV strategy is our dedicated EV propulsion architecture.

Our current-generation, flexible EV platform is being deployed across multiple brands and vehicle sizes, styles and drive configurations, leveraging our technology to expand our EV portfolio over a wide and growing variety of segments and price points.

With our next-generation battery technology, we intend to expand to multiple chemistries, multiple form factors and multiple cell suppliers as we continue to deliver even more EV choices for our customers.

To support our expanding portfolio of EVs, we have made significant investments in our plants across North America.

GM’s Factory ZERO Detroit-Hamtramck Assembly Center is a fully dedicated EV facility which produces a variety of vehicles, including the GMC HUMMER EV Pickup and SUV, the Chevrolet Silverado EV and the recently launched Cadillac ESCALADE IQ, with globally sourced parts.

GM's CAMI Assembly is Canada's first full-scale EV manufacturing facility.

We plan to convert Orion Assembly in Orion Township, Michigan to build electric pickups, with the plant slated to begin production in 2026.

GM is also investing in our propulsion, stamping and components plants to support EV production.

We are mass-producing battery cells for these and other future EVs through Ultium Cells Holdings LLC (an equally owned joint venture with LG Energy Solution) in plants in Warren, Ohio and Spring Hill, Tennessee, with plans to expand our battery cell manufacturing footprint, including in Indiana through a joint venture with Samsung SDI.

GM's all-electric future is guided by customer choice and focused on delivering a world-class portfolio of EVs and an ecosystem to support them, while maintaining a compelling lineup of gas-powered vehicles.

GM EV drivers have access to more than 231,000 chargers across North America.

This includes access to more than 20,000 Tesla Superchargers with the use of a GM-approved North American Charging Standard adapter.

In 2024, GM also announced that it will enhance its collaboration with EVgo to build 2,850 DC fast charging stalls, including 400 fast chargers at flagship destinations in major metropolitan areas across the U.S. GM is also a founding member of IONNA, a joint venture with seven other automakers aiming to create a high-powered charging network with a targeted installation of at least 30,000 chargers in urban and highway locations throughout North America.

The joint venture broke ground on its first charging station in October 2024.

OnStar is currently available in 20 markets globally and growing.

Our end-to-end software platform provides customers with

Additional software-enabled features are expected to be available in the near future including security features, climate and comfort options, personal themes and EV ownership experience elements.

Cruise GM Cruise Holdings LLC (Cruise Holdings), our majority-owned subsidiary, has been pursuing the development and commercialization of AV technology for deployment in a robotaxi application.

We are pursuing the acquisition of the noncontrolling interests in Cruise, and as of December 31, 2024, we owned approximately 97% of Cruise.

Over the last year, we have engaged and actively cooperated with certain federal and state agencies who opened investigations or made inquiries to us and Cruise in connection with an accident involving a Cruise robotaxi in October 2023.

We and Cruise have resolved the investigations and inquiries by the National Highway Traffic Safety Administration (NHTSA), the U.S. Department of Justice and the California Public Utilities Commission (CPUC).

Specifically, in July 2024, Cruise entered into a settlement agreement with the CPUC that imposed a $112,500 fine on Cruise and various reporting obligations.

In September 2024, Cruise and NHTSA executed a Consent Order, which imposed a $1.5 million fine on Cruise and requires enhanced reporting and engagement with NHTSA for two years (with an optional third year at NHTSA's discretion).

In November 2024, Cruise entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney's Office for the Northern District of California relating to the October 2023 accident.

Under the terms of the DPA, Cruise admitted to one count of submitting a false report to a federal agency and paid a $500,000 monetary penalty.

The government will not pursue an indictment or prosecution so long as Cruise complies with the terms of the DPA over the next three years by undertaking certain remedial measures, maintaining a safety compliance program and submitting reports to the government no less than annually.

GM is neither a party nor a signatory to these agreements.

Certain joint venture agreements in China allow for the contractual right to report vehicle sales of non-GM trademarked vehicles by those joint ventures, which are included in the total vehicle sales we report for China.

of the underlying demand for our vehicles.

| China(a) | | | 26,567 | | | | | | 1,839 | | | | | | 6.9 | | % | | | | 24,967 | | | | | | 2,099 | | | | | | 8.4 | | % | | | | 23,489 | | | | | | 2,303 | | | | | | 9.8 | | % |

| Other | | | 21,727 | | | | | | 520 | | | | | | 2.4 | | % | | | | 22,058 | | | | | | 577 | | | | | | 2.6 | | % | | | | 20,259 | | | | | | 505 | | | | | | 2.5 | | % |

| Total in GM markets | | | 72,568 | | | | | | 5,998 | | | | | | 8.3 | | % | | | | 70,362 | | | | | | 6,187 | | | | | | 8.8 | | % | | | | 64,722 | | | | | | 5,939 | | | | | | 9.2 | | % |

| Total Europe | | | 16,816 | | | | | | 2 | | | | | | — | | % | | | | 16,596 | | | | | | 2 | | | | | | — | | % | | | | 14,236 | | | | | | 2 | | | | | | — | | % |

| Total Worldwide(b)(c) | | | 89,383 | | | | | | 6,001 | | | | | | 6.7 | | % | | | | 86,958 | | | | | | 6,189 | | | | | | 7.1 | | % | | | | 78,958 | | | | | | 5,941 | | | | | | 7.5 | | % |

| Trucks | | | 4,345 | | | | | | 1,383 | | | | | | 31.8 | | % | | | | 4,249 | | | | | | 1,303 | | | | | | 30.7 | | % | | | | 3,974 | | | | | | 1,246 | | | | | | 31.4 | | % |

| Total China | | | 26,567 | | | | | | 1,839 | | | | | | 6.9 | | % | | | | 24,967 | | | | | | 2,099 | | | | | | 8.4 | | % | | | | 23,489 | | | | | | 2,303 | | | | | | 9.8 | | % |

__________

In GM's 2023 Annual Report on Form 10-K, GM reported that in February [removed: 2023] [added: 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.

As of December 31, [removed: 2024,] [added: 2025,] GM has incurred an estimated [removed: $14.6] [added: $18.2] million in civil penalties.

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

[removed: ][added: ]

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 [removed: $52.2] [added: $47.0] billion as of June 30, [removed: 2024.][added: 2025.]

As of January [removed: 16, 2025] [added: 15, 2026] there were [removed: 995,001,891] [added: 903,967,853] shares of common stock outstanding.

| Item 1A. | | | Risk Factors | | | | | | [removed: [11](#i54c9b176c0804fcabe51d5f8101e6190_16)] [added: [12](#i54c9b176c0804fcabe51d5f8101e6190_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | | | | [removed: [22](#i54c9b176c0804fcabe51d5f8101e6190_19)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_19)] | | |

| Item 1C. | | | Cybersecurity | | | | | | [removed: [22](#i54c9b176c0804fcabe51d5f8101e6190_32435593021711)] [added: [23](#i54c9b176c0804fcabe51d5f8101e6190_32435593021711)] | | |

| Item 2. | | | Properties | | | | | | [removed: [23](#i54c9b176c0804fcabe51d5f8101e6190_22)] [added: [24](#i54c9b176c0804fcabe51d5f8101e6190_22)] | | |

| Item 3. | | | Legal Proceedings | | | | | | [removed: [24](#i54c9b176c0804fcabe51d5f8101e6190_25)] [added: [25](#i54c9b176c0804fcabe51d5f8101e6190_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | | | | [removed: [24](#i54c9b176c0804fcabe51d5f8101e6190_28)] [added: [25](#i54c9b176c0804fcabe51d5f8101e6190_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity Securities | | | | | | [removed: [24](#i54c9b176c0804fcabe51d5f8101e6190_34)] [added: [25](#i54c9b176c0804fcabe51d5f8101e6190_34)] | | |

| Item 6. | | | \[Reserved\] | | | | | | [removed: [26](#i54c9b176c0804fcabe51d5f8101e6190_37)] [added: [27](#i54c9b176c0804fcabe51d5f8101e6190_37)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [26](#i54c9b176c0804fcabe51d5f8101e6190_40)] [added: [27](#i54c9b176c0804fcabe51d5f8101e6190_40)] | | |

| | | | Consolidated Statements of Comprehensive Income | | | | | | [removed: [54](#i54c9b176c0804fcabe51d5f8101e6190_103)] [added: [54](#i54c9b176c0804fcabe51d5f8101e6190_2543)] | | |

| | | | Note 16. | | | [removed: Commitments] [added: Commitments, Contingencies,] and [removed: Contingencies] [added: Uncertainties] | | | [removed: [87](#i54c9b176c0804fcabe51d5f8101e6190_172)] [added: [88](#i54c9b176c0804fcabe51d5f8101e6190_172)] | | |

| | | | Note 18. | | | Restructuring and Other Initiatives | | | [removed: [94](#i54c9b176c0804fcabe51d5f8101e6190_178)] [added: [96](#i54c9b176c0804fcabe51d5f8101e6190_178)] | | |

| | | | Note 19. | | | Interest Income and Other Non-Operating Income | | | [removed: [95](#i54c9b176c0804fcabe51d5f8101e6190_181)] [added: [97](#i54c9b176c0804fcabe51d5f8101e6190_181)] | | |

| | | | Note 20. | | | Stockholders’ Equity and Noncontrolling Interests | | | [removed: [95](#i54c9b176c0804fcabe51d5f8101e6190_184)] [added: [97](#i54c9b176c0804fcabe51d5f8101e6190_184)] | | |

| | | | Note 21. | | | Earnings Per Share | | | [removed: [98](#i54c9b176c0804fcabe51d5f8101e6190_187)] [added: [100](#i54c9b176c0804fcabe51d5f8101e6190_187)] | | |

| | | | Note 22. | | | Stock Incentive Plans | | | [removed: [98](#i54c9b176c0804fcabe51d5f8101e6190_190)] [added: [100](#i54c9b176c0804fcabe51d5f8101e6190_190)] | | |

| | | | Note 23. | | | Segment Reporting | | | [removed: [100](#i54c9b176c0804fcabe51d5f8101e6190_193)] [added: [101](#i54c9b176c0804fcabe51d5f8101e6190_193)] | | |

| | | | Note 24. | | | Supplemental Information for the Consolidated Statements of Cash Flows | | | [removed: [104](#i54c9b176c0804fcabe51d5f8101e6190_196)] [added: [105](#i54c9b176c0804fcabe51d5f8101e6190_196)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [105](#i54c9b176c0804fcabe51d5f8101e6190_202)] [added: [106](#i54c9b176c0804fcabe51d5f8101e6190_202)] | | |

| Item 9A. | | | Controls and Procedures | | | | | | [removed: [105](#i54c9b176c0804fcabe51d5f8101e6190_205)] [added: [106](#i54c9b176c0804fcabe51d5f8101e6190_205)] | | |

| Item 9B. | | | Other Information | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_208)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_208)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_2170)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_2170)] | | |

| Item 10. | | | Directors, Executive [removed: Officers] [added: Officers,] and Corporate Governance | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_214)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_214)] | | |

| Item 11. | | | Executive Compensation | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_214)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_214)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_214)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_214)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_214)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_214)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | | | | [removed: [106](#i54c9b176c0804fcabe51d5f8101e6190_214)] [added: [107](#i54c9b176c0804fcabe51d5f8101e6190_214)] | | |

| Item 15. | | | [removed: Exhibit] [added: Exhibits] and Financial Statement Schedules | | | | | | [removed: [107](#i54c9b176c0804fcabe51d5f8101e6190_220)] [added: [108](#i54c9b176c0804fcabe51d5f8101e6190_220)] | | |

| | | | 1240 Woodward Avenue, | | | | | | | | | | | | Detroit, | | | Michigan | | | | | | 48265 | | | | | | | | | | | | | | | | | |

| | | | 300 Renaissance Center, | | | | | | | | | | | | Detroit, | | | Michigan | | | | | | 48265 | | | | | | | | | \-3000 | | | | | | | | |

We recognize the importance of assessing, [removed: identifying] [added: identifying,] and managing material risks associated with cybersecurity threats.

We have implemented cybersecurity policies, procedures, [removed: technologies] [added: technologies,] and controls to aid in our efforts to access, [removed: identify] [added: identify,] and manage such risks.

Material risks from cybersecurity threats are managed across GM, GM Financial, [removed: Cruise,] service providers such as data processors, third-party suppliers, [removed: dealers] [added: 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, [removed: Legal] [added: Legal,] and Public Policy organizations to provide guidance and monitor overall company cybersecurity risk.

The Company's cybersecurity maturity scorecard, cybersecurity [removed: threats] [added: 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 [removed: Directors] [added: Directors,] and the Cybersecurity Management Board during standing meetings as well as in impromptu sessions, when appropriate.

- implementation and maturity of the Company's cybersecurity program, risk management framework, including cybersecurity risk policies, [removed: procedures] [added: procedures,] and governance;

- cybersecurity and privacy risk, including potential impact to the Company's employees, customers, supply chain, joint [removed: ventures] [added: ventures,] and other stakeholders;

The Company maintains administrative, physical, [removed: technical] [added: technical,] and organizational safeguards, including employee training, incident response capability reviews and exercises, cybersecurity [removed: insurance] [added: insurance,] and business continuity mechanisms for the protection of the Company's assets.

The Company leverages a third-party [removed: cybersecurity program] [added: 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 [removed: events] [added: events,] and supporting the integrity of components and systems used in its products and services.

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 [removed: cost] [added: cost,] and potential for reputational harm, with support from external technical, [removed: legal] [added: legal,] and law enforcement, as appropriate.

[removed: In the last three fiscal years, the] [added: 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 [removed: operations] [added: operations,] or financial condition, see Item 1A.

Risk Factors – "Risks related to our intellectual property, cybersecurity, information [removed: technology] [added: technology,] and data management practices", which are incorporated by reference into this Item 1C.

The CISO has served in this role since December 2024 and has more than 20 years of experience in various information technology, [removed: cybersecurity] [added: cybersecurity,] and software engineering roles.

The CISO also has expertise in building and designing secure software, scalable and resilient systems, incident response practices, privacy [removed: programs] [added: 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 [removed: patents] [added: patents,] and has been a speaker at leading cybersecurity conferences.

The CISO and the Cybersecurity Management Board monitor the prevention, mitigation, [removed: detection] [added: 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 [added: periodic reports and] escalation to the Risk and Cybersecurity Committee, as appropriate, and simulated exercises.

At December 31, [removed: 2024,] [added: 2025,] we had over 100 locations in the U.S. [added: within our GMNA segment] (excluding our automotive financing operations and dealerships), which are primarily for manufacturing, assembly, distribution, warehousing, [removed: engineering] [added: engineering,] and testing.

We, our [removed: subsidiaries] [added: 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, [removed: engineering] [added: engineering,] and sales offices.

We have manufacturing, assembly, distribution, [removed: office] [added: office,] or warehousing operations in 33 countries, including equity interests in associated companies, which perform manufacturing, [removed: assembly] [added: assembly,] or distribution operations.

The major facilities outside the U.S., which are principally vehicle manufacturing and assembly operations, are located in [added: Canada and Mexico within our GMNA segment, and] Brazil, [removed: Canada,] China, [removed: Mexico] and South [removed: Korea.][added: Korea within our GMI segment.]

These facilities are used to support our automotive [removed: segments] [added: operations] and are suitable and adequate for the conduct of our business.

GM Financial has [removed: 34] [added: 32] facilities, of which [removed: 21] [added: 20] are located in the U.S. The major facilities outside the U.S. are located in Brazil, Canada, [removed: China] [added: China,] and Mexico.

Holders At January [removed: 16, 2025,] [added: 15, 2026,] we had [removed: 1.0 billion] [added: 904 million] issued and outstanding shares of common stock held by [removed: 444] [added: 443] holders of record.

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 [removed: the MD&A.][added: Item 7.]

It assumes $100 was invested on December 31, [removed: 2019,] [added: 2020,] with dividends being reinvested.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Dow Jones Automobile & Parts Titans 30 Index | | | $ | 100 | | | | | $ | [removed: 151] [added: 125] | | | | | $ | [removed: 188] [added: 85] | | | | | $ | [removed: 128] [added: 113] | | | | | $ | [removed: 170] [added: 121] | | | | | $ | [removed: 183] [added: 149] | |

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended December 31, [removed: 2024:][added: 2025:]

| | | | Total Number of Shares [removed: Purchased(a)(b)] [added: Purchased(a)] | | | | | | Weighted-Average Price Paid per [removed: Share(b)(c)] [added: Share(b)] | | | | | | Total Number of Shares Purchased [removed: Under] [added: as Part of Publicly] Announced [removed: Programs(b)(d)] [added: Plans or Programs] | | | | | | Approximate Dollar Value of Shares That May Yet be Purchased Under [removed: Announced Programs(b)(d)] [added: the Plans or Programs] | | |

(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) [removed: and Performance Stock Units (PSUs)] 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, [removed: PSUs] [added: Performance Stock Units (PSUs),] or other stock-based awards to selected employees, consultants, [removed: advisors] [added: advisors,] and non-employee Directors of the Company.

[removed: (c)The] [added: (b)The] weighted-average price paid per share excludes broker commissions.

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.

MD&A.

| General Motors Company | | | $ | 100 | | | | | $ | 141 | | | | | $ | 81 | | | | | $ | 88 | | | | | $ | 131 | | | | | $ | 202 | |

| S&P 500 Stock Index | | | $ | 100 | | | | | $ | 129 | | | | | $ | 105 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 196 | |

| 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 | | | | | | | | |

Dividends In September 2022, our Board of Directors reinstated a quarterly dividend of $0.09 per share of our common stock and in December 2023, increased the quarterly dividend to $0.12 per share of our common stock beginning in 2024.

| General Motors Company | | | $ | 100 | | | | | $ | 121 | | | | | $ | 170 | | | | | $ | 98 | | | | | $ | 106 | | | | | $ | 159 | |

| S&P 500 Stock Index | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 158 | | | | | $ | 197 | |

| October 1, 2024 through October 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Final settlement of ASR(b) | | | 19,078,910 | | | | | | | | | | | | 19,078,910 | | | | | | | | |

| Other shares purchased | | | 8,946,822 | | | | | | $ | 48.77 | | | | | 8,789,744 | | | | | | $4.6 billion | | |

| November 1, 2024 through November 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Final settlement of ASR(b) | | | 6,213,168 | | | | | | | | | | | | 6,213,168 | | | | | | | | |

| Other shares purchased | | | 44,026,509 | | | | | | $ | 55.88 | | | | | 44,026,379 | | | | | | $2.1 billion | | |

| December 1, 2024 through December 31, 2024 | | | 33,860,946 | | | | | | $ | 52.51 | | | | | 33,860,946 | | | | | | $0.3 billion | | |

| Total | | | 112,126,355 | | | | | | $ | 53.83 | | | | | 111,969,147 | | | | | | | | |

(b)During the three months ended December 31, 2023, we entered into the accelerated share repurchase (ASR) agreements (collectively, the ASR Agreements) to repurchase an aggregate $10.0 billion of common stock, and we received and immediately retired approximately 215 million shares of our common stock (68% of the $10.0 billion aggregate purchase price calculated on the basis of a price of $31.60 per share, the closing share price of our common stock on November 29, 2023).

In March 2024, upon the first settlement of the transactions contemplated under the ASR Agreements, we received approximately 4 million additional shares of our common stock, which were immediately retired.

There were no settlements under the ASR Agreements in the three months ended June 30, 2024 or September 30, 2024.

In the three months ended December 31, 2024, upon the final settlement of the transactions contemplated under the ASR Agreements, we received approximately 25 million additional shares, which were immediately retired.

The final number of shares received was based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreements, less a discount pursuant to the terms and conditions of the ASR Agreements.

(d)In November 2023, our Board of Directors increased the capacity under the share repurchase program by $10.0 billion to an aggregate of $11.4 billion and approved the $10.0 billion ASR program.

In June 2024, our Board of Directors approved a new share repurchase authorization to repurchase up to an additional $6.0 billion of our outstanding common stock.

At December 31, 2024, we had $0.3 billion in capacity remaining under the share repurchase program, with no expiration date.

| | | | [removed: 2024] | | | | | | [removed: 2023 | | | | | | 2022] [added: 2024] | | | | | | [added: 2023] | | |

| Automotive | | | $ | [removed: 171,606] [added: 167,971] | | | | | $ | [removed: 157,658] [added: 171,606] | | | | | $ | [removed: 143,975] [added: 157,658] | | | | | | | |

| GM Financial | | | [removed: 15,836] [added: 17,048] | | | | | | [removed: 14,184] [added: 15,836] | | | | | | [removed: 12,760] [added: 14,184] | | | | | | | | |

| Total net sales and revenue (Note 3) | | | [removed: 187,442] [added: 185,019] | | | | | | [removed: 171,842] [added: 187,442] | | | | | | [removed: 156,735] [added: 171,842] | | | | | | | | |

| Automotive and other cost of sales | | | [removed: 151,065] [added: 159,128] | | | | | | [removed: 141,330] [added: 151,065] | | | | | | [removed: 126,892] [added: 141,330] | | | | | | | | |

| GM Financial interest, [removed: operating] [added: operating,] and other expenses | | | [removed: 12,972] [added: 14,295] | | | | | | [removed: 11,374] [added: 12,972] | | | | | | [removed: 8,862] [added: 11,374] | | | | | | | | |

| Automotive and other selling, [removed: general] [added: general,] and administrative expense | | | [removed: 10,621] [added: 8,687] | | | | | | [removed: 9,840] [added: 10,621] | | | | | | [removed: 10,667] [added: 9,840] | | | | | | | | |

| Total costs and expenses | | | [removed: 174,658] [added: 182,110] | | | | | | [removed: 162,544] [added: 174,658] | | | | | | [removed: 146,421] [added: 162,544] | | | | | | | | |

| Operating income (loss) | | | [removed: 12,784] [added: 2,909] | | | | | | [removed: 9,298] [added: 12,784] | | | | | | [removed: 10,315] [added: 9,298] | | | | | | | | |

| Automotive interest expense | | | [removed: 846] [added: 727] | | | | | | [removed: 911] [added: 846] | | | | | | [removed: 987] [added: 911] | | | | | | | | |

| Interest income and other non-operating income, net (Note 19) | | | [removed: 1,257] [added: 1,535] | | | | | | [removed: 1,537] [added: 1,257] | | | | | | [removed: 1,432] [added: 1,537] | | | | | | | | |

| Equity income (loss) (Note 8) | | | [removed: (4,675)] [added: (600)] | | | | | | [removed: 480] [added: (4,675)] | | | | | | [removed: 837] [added: 480] | | | | | | | | |

| Income (loss) before income taxes | | | [removed: 8,519] [added: 3,117] | | | | | | [removed: 10,403] [added: 8,519] | | | | | | [removed: 11,597] [added: 10,403] | | | | | | | | |

| Income tax expense (benefit) (Note 17) | | | [removed: 2,556] [added: 338] | | | | | | [removed: 563] [added: 2,556] | | | | | | [removed: 1,888] [added: 563] | | | | | | | | |

| Net income (loss) | | | [removed: 5,963] [added: 2,780] | | | | | | [removed: 9,840] [added: 5,963] | | | | | | [removed: 9,708] [added: 9,840] | | | | | | | | |

| Net loss (income) attributable to noncontrolling interests | | | [removed: 45] [added: (83)] | | | | | | [removed: 287] [added: 45] | | | | | | [removed: 226] [added: 287] | | | | | | | | |

| Net income (loss) attributable to stockholders | | | $ | [removed: 6,008] [added: 2,697] | | | | | $ | [removed: 10,127] [added: 6,008] | | | | | $ | [removed: 9,934] [added: 10,127] | | | | | | | |

| Net income (loss) attributable to common stockholders | | | $ | [removed: 7,189] [added: 3,180] | | | | | $ | [removed: 10,022] [added: 7,189] | | | | | $ | [removed: 8,915] [added: 10,022] | | | | | | | |

| Basic earnings per common share | | | $ | [removed: 6.45] [added: 3.33] | | | | | $ | [removed: 7.35] [added: 6.45] | | | | | $ | [removed: 6.17] [added: 7.35] | | | | | | | |

| Weighted-average common shares outstanding – basic | | | [removed: 1,115] [added: 955] | | | | | | [removed: 1,364] [added: 1,115] | | | | | | [removed: 1,445] [added: 1,364] | | | | | | | | |

| Diluted earnings per common share | | | $ | [removed: 6.37] [added: 3.27] | | | | | $ | [removed: 7.32] [added: 6.37] | | | | | $ | [removed: 6.13] [added: 7.32] | | | | | | | |