General Motors 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended September 30, 2025

or

For the transition period from to

Commission File Number 001-34960

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

(313) 667-1500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 10, 2025 there were 932,861,303 shares of common stock outstanding.

TABLE OF CONTENTS

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART I

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions, except per share amounts) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)

Reference should be made to the notes to condensed consolidated financial statements.

Amounts may not add due to rounding.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)

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Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, and the audited consolidated financial statements and notes thereto included in our 2024 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A, Part I, Item 1A. Risk Factors of our 2024 Form 10-K and Part II, Item 1A. Risk Factors for a discussion of these risks and uncertainties. Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

Overview Our vision for the future is a world with zero crashes, zero emissions and zero congestion. We will adapt to customer preferences while executing our growth-focused strategy to invest in EVs, hybrids, personal AV technology, software-enabled services and other new business opportunities. To support strong margins and cash flow during this transition, we continue to strengthen our market position in profitable ICE vehicles, such as trucks and SUVs. We plan to execute our strategy with a steadfast commitment to good corporate citizenship through more sustainable operations and a leading health and safety culture.

Our financial performance continues to be driven by the strength of our vehicle portfolio, including high margin full-size pickup trucks and SUVs, strong consumer demand for our products and the execution of our core business strategy. We remain focused on maintaining an efficient cost structure and pricing discipline. We continue to prioritize driving down costs to improve profitability and are aligning EV capacity to expected consumer demand. In February 2025, we completed the acquisition of the noncontrolling interests in Cruise and are prioritizing the development of ADAS on a path to fully autonomous personal vehicles. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends, changes to the regulatory environment, including with respect to fuel economy standards, GHG emissions regulations, corporate taxes and EV incentives.

In the first quarter of 2025, the U.S. Government announced new tariffs, inclusive of vehicles and parts imported into the U.S. The tariff environment continues to remain 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, continue to evolve, as do import tariffs charged by other countries. In October 2025, the U.S. Government announced certain modifications to tariffs relevant to the automotive industry, including tariffs related to imports of heavy-duty trucks and, separately, to parts for passenger vehicles and light-duty trucks. With respect to tariffs on imports of heavy-duty trucks, we do not anticipate that such tariffs will have a material impact on our business results. With respect to the expansion and extension of the import adjustment offset program established pursuant to Presidential Proclamation 10925, and due in part to increased competitiveness of our U.S. produced vehicles, GM anticipates that the recently announced changes will result in a material positive benefit to our fourth quarter 2025 business results, as well as in future quarters. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $3.5 billion to $4.5 billion for the year ending December 31, 2025. Refer to Part II, Item 1A. Risk Factors for a full discussion of the risks associated with the U.S. tariff environment.

On July 4, 2025, the Act was signed into law that includes the extension and modification of certain key provisions of the U.S. Tax Cuts and Jobs Act of 2017, modification of certain Inflation Reduction Act incentives, acceleration of the phase-out of clean vehicle and other clean energy credits and sets the 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. There are a variety of effective dates in the Act and only certain key provisions with financial reporting implications are expected to affect our financial statements for the year ending December 31, 2025. 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, the majority of the carrying amount of our acquired credits of $1.2 billion may be subject to impairment in the near term and our ongoing cost of compliance to the GHG regulations would be favorably impacted.

Following 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, we expect the adoption rate of EVs to slow. These developments have caused us to reassess our EV capacity and manufacturing footprint to align with expected consumer demand. Based on a planned strategic realignment of our EV capacity and manufacturing footprint to expected consumer demand, we recorded charges of $1.6 billion in GMNA in the three months ended September 30, 2025. The reassessment of our EV capacity and manufacturing footprint, including our investments in our battery component manufacturing, is ongoing and it

GENERAL MOTORS COMPANY AND SUBSIDIARIES

is reasonably possible that we will recognize additional future material cash and non-cash charges that may adversely affect our results of operations and cash flows in the period in which they are recognized. These amounts will be recognized in our results as decisions are made and will be reflected as adjustments in our non-GAAP financial measures. Refer to the "Non-GAAP Measures" section of this MD&A for additional information. Our strategic realignment of EV capacity does not impact today's retail portfolio of Chevrolet, GMC, and Cadillac EVs currently in production, and we expect these models to remain available to consumers.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material impact on our operating results. Refer to the "Consolidated Results" and regional sections of this MD&A for additional information.

We face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, competitive pressures, our product portfolio offerings, heightened emission standards, labor disruptions, foreign exchange volatility, evolving trade policy and political uncertainty. In addition, we are monitoring a potential disruption to automotive industry supply chains with respect to certain electrical subcomponents, including transistors, diodes and other semiconductors. While we are working with our supply chain partners to avoid impacts to GM, a disruption in the supply of such electrical subcomponents is possible, which could have an impact on our planned production schedules. Refer to Part I, Item 1A. Risk Factors in our 2024 Form 10-K and Part II, Item 1A. Risk Factors for a discussion of these challenges.

For the year ending December 31, 2025, we expect Net income attributable to stockholders of between $7.7 billion and $8.3 billion, EBIT-adjusted of between $12.0 billion and $13.0 billion, EPS-diluted of between $8.30 and $9

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There have been no significant changes in our exposure to market risk since December 31, 2024. For further discussion on market risk, refer to Part II, Item 7A. of our 2024 Form 10-K.

Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of September 30, 2025 as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, at a reasonable assurance level, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

PART II

Item 1. Legal Proceedings

SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company will use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

The discussion under Note 14 to our condensed consolidated financial statements is incorporated by reference into this Part II, Item 1.

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 has signaled tariff policy may shift further in the coming months. 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 other potential tariff measures and modifications to existing tariffs continue to be under consideration. For example, on October 17, 2025, the U.S. Government announced certain modifications to tariffs relevant to the automotive industry, including tariffs related to imports of heavy-duty trucks and, separately, to parts for passenger vehicles and light-duty trucks. Refer to the "Overview" section in Item 2. MD&A for a description of how we expect these tariff modifications will impact our results of operations. Additionally, certain tariffs are subject to pending legal challenges. 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 $3.5 billion to $4.5 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. 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. For example, we recently announced plans to increase vehicle and engine production in the U.S. 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.

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

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

GENERAL MOTORS COMPANY AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.