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, and signaled additional tariffs may be implemented in August 2025. Such tariffs, and 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, and has indicated that tariff rates may increase or additional tariffs may be introduced in the coming months. The U.S. Government has also identified other potential tariff measures under consideration. In these respects, the U.S. tariff environment remains highly dynamic and the specific tariffs applicable to goods imported by GM and our suppliers into the U.S. continue to evolve. Import tariffs charged by other countries in which GM does business may also change. We believe the tariffs currently in place will have a $4.0 billion to $5.0 billion impact on our 2025 EBIT-adjusted results, but we cannot predict with complete precision the breadth of tariffs and related costs that will ultimately impact GM this year and beyond. 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. We are taking various actions 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, but 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. For example, we recently announced plans to increase vehicle and engine production in the U.S. Tariffs could also cause supply chain disruptions globally, potentially resulting in increased production costs and the inability to receive certain critical parts.

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 June 30, 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 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). In the three months ended June 30, 2025, upon the final settlement of the transactions contemplated under the ASR Agreements, we received approximately 10 million additional shares, which were immediately retired. The final number of shares received under the ASR program 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.

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