Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our 2024 Form 10-K, other than as set forth below in this Item 1A.

The U.S. Government has introduced new tariffs applicable to the automotive industry. Such tariffs, and similar tariffs imposed by other governments, could have a material adverse effect on our financial condition and results of operations. The U.S. Government has introduced new tariffs and tariff-related measures, including tariffs specifically related to the automotive industry. The U.S. tariff environment remains highly dynamic and the specific tariffs applicable to goods imported by GM into the U.S., including under the U.S.-Mexico-Canada Agreement, continue to evolve. Import tariffs charged by other countries in which GM does business may also change. As a result, we cannot predict with precision the breadth of tariffs and related costs that will ultimately impact GM, but such costs could be substantial and have a material adverse effect on our financial condition, results of operations and cash flows, and our expected financial results. Based on the ultimate scope, nature and duration of any tariffs implemented, we may take various mitigating actions, such as making changes to our U.S. production plan and reducing or pausing imports, which may not fully offset the impact of tariffs. Tariffs could also cause supply chain disruptions globally, potentially resulting in increased production costs, the inability to receive certain critical parts, increased vehicle prices, reduced incentives and/or lost vehicle production volumes. We may also need to make material 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. These or similar actions may lead to a decrease in our demand and/or market share, and such decreases could be material.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended March 31, 2025:

(a)Shares purchased include shares delivered by employees or directors to us for the payment of taxes resulting from the issuance of common stock upon the vesting of RSUs and PSUs relating to compensation plans. Refer to our 2024 Form 10-K for additional details on employee stock incentive plans.

(b)In February 2025, our Board of Directors increased the capacity under our existing share repurchase program by $6.0 billion to an aggregate of $6.3 billion, with no expiration, and approved an ASR program to repurchase an aggregate amount of $2.0 billion of our common stock. In February 2025, pursuant to the ASR Agreements, we advanced the $2.0 billion and received and immediately retired 33 million shares of our common stock worth $1.6 billion (80% of the aggregate purchase price based on a $48.46 per share closing share price of our common stock on February 26, 2025). The final number of shares received under the ASR program will be 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, and is expected to occur no later than June 30, 2025.

(c)The weighted-average price paid per share excludes broker commissions.