General Motors 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2026

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 April 17, 2026 there were 901,665,195 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)

Showing the first 8K of 154K characters. Open the full section

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 2025 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 2025 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 internal combustion engine (ICE) vehicles, EVs, hybrids, personal AV technology, software-enabled services, and other new business opportunities. To support strong margins and cash flow, we continue to prioritize 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. We are monitoring industry pricing pressures, changing interest rates, inflation, warranty claims, consumer demand trends, geopolitical tensions, and changes to the regulatory environment, including with respect to tariffs, fuel economy standards, and emissions regulations.

In 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. On February 20, 2026, the U.S. Supreme Court concluded that the International Emergency Economic Powers Act (IEEPA) did not authorize imposition of tariffs. Because we believe previously paid amounts are refundable, we recorded a net $0.5 billion favorable adjustment primarily due to previously charged IEEPA tariffs in the three months ended March 31, 2026. Based on the current tariff environment, we estimate that impacts to EBIT-adjusted could range from $2.5 billion to $3.5 billion for the year ending December 31, 2026 and may be subject to change if new tariffs or changes to existing tariffs arise. Refer to Part I, Item 1A. Risk Factors in our 2025 Form 10-K for a full discussion of the risks associated with the global tariff environment.

Following U.S. Government policy changes in 2025, including the termination of certain consumer tax incentives for EV purchases and the reduction in the stringency of emissions regulations, industry-wide consumer demand for EVs in North America began to slow. As a result, in 2025, we reassessed our EV capacity and manufacturing footprint to align to expected consumer demand and recorded total charges in GMNA of $7.9 billion. In the three months ended March 31, 2026, we recorded additional charges of $1.1 billion primarily related to the ongoing commercial negotiations with our supply base and joint venture partners associated with our reassessment of our EV capacity. We incurred cash outflows of $2.2 billion in the three months ended March 31, 2026 and $0.4 billion in the year ended December 31, 2025 related to these charges. 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 and joint venture partners, which we believe will be significantly less than the EV-related charges incurred in 2025. In addition, we expect to record impairment charges of up to $1.0 billion to write off the carrying amount of our acquired emissions credits because the EPA finalized a rule (effective April 20, 2026) repealing its endangerment finding and removing GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis. These expected future EV-related charges will be reflected as adjustments in our non-GAAP financial measures. Refer to the "Non-GAAP Measures" section of this MD&A for additional information. Our strategic realignment of EV capacity does not impact today's retail portfolio of Chevrolet, GMC, and Cadillac EVs currently in production, and we expect these models to remain available to consumers.

As we continue to assess our performance and the needs of our evolving business, additional restructuring and rationalization actions could be required. These actions could give rise to future asset impairments or other charges, which may have a material

GENERAL MOTORS COMPANY AND SUBSIDIARIES

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 emissions standards, labor disruptions, foreign exchange volatility, evolving trade policy, automotive industry supply chains, and political uncertainty. Refer to Part I, Item 1A. Risk Factors in our 2025 Form 10-K and Part II, Item 1A. Risk Factors for a discussion of these challenges.

For the year ending December 31, 2026, we expect Net income attributable to stockholders of between $9.9 billion and $11.4 billion, EBIT-adjusted of between $13.5 billion and $15.5 billion, EPS-diluted of between $10.62 and $12.62, and EPS-diluted-adjusted of between $11.50 and $13.50. Refer to the "Non-GAAP Measures" section of this MD&A for additional information.

The following table reconciles expected Net income attributable to stockholders to expected EBIT-adjusted (dollars in billions):

(a)Refer to the reconciliation of Net income (loss) attributable to stockholders to EBIT-adjusted within this MD&A for adjustment details. These expected financial results do not include the potential impact of future adjustments related to special items.

The following table reconciles expected EPS-diluted to expected EPS-diluted-adjusted:

Showing the first 8K of 102K characters. Open the full section

There have been no significant changes in our exposure to market risk since December 31, 2025. For further discussion on market risk, refer to Part II, Item 7A. of our 2025 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 March 31, 2026 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 March 31, 2026.

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 March 31, 2026 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 13 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 2025 Form 10-K, other than as set forth below in this Item 1A.

Geopolitical conflicts and instability in the Middle East and other regions could adversely affect our business. We operate in a global environment that is subject to political and economic instability, armed conflicts, and other geopolitical risks, including in particular, the ongoing and potential conflicts in the Middle East, including those involving Iran and neighboring countries. These regional conflicts and related geopolitical tensions may result in a number of adverse consequences for our operations, including disruptions to our supply chain and logistics networks, restrictions on transactions involving certain territories, entities, or individuals, and increased costs of raw materials, commodities, energy, and other inputs. In addition, the conflicts in the Middle East have caused significant disruption in the normal flow of oil, refined petroleum products, and related commodities, resulting in increases to the price of oil and gasoline. The increased prices of oil and gasoline will increase energy and transportation costs across our supply chain and, if prolonged, could shift consumer preferences toward smaller, more fuel-efficient vehicles, which could weaken the demand for our higher margin vehicles, such as full-size ICE SUVs and pickup trucks. The foregoing risks could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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, 2026:

(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 2025 Form 10-K for additional details on employee stock incentive plans.

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

(c)In January 2026, 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 date.

During the three months ended March 31, 2026, the following directors or officers of the Company adopted 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: (1) on January 28, 2026, Paul A. Jacobson, Executive Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 40,000 shares of GM common stock between May 4, 2026 and July 30, 2026, subject to certain conditions; (2) on February 5, 2026, Grant Dixton, Executive Vice President and Chief Legal and Public Policy Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 8,000 shares of GM common stock between August 3, 2026 and March 31, 2027, subject to certain conditions; (3) on February 13, 2026, Rory V. Harvey, Executive Vice President and President, Global Markets, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 97,500 shares of GM common stock and up to 5,652 shares of GM common stock issuable upon the exercise of vested stock options between May 15, 2026 and February 28, 2027, subject to certain conditions; (4) on February 19, 2026, Mary T. Barra, Chair and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 433,527 shares of GM common stock and up to 840,262 shares of GM common stock issuable upon the exercise of vested stock options between May 21, 2026 and February 20, 2027, subject to certain conditions; (5) on February 19, 2026, Christopher T. Hatto, Vice President, Global Business Solutions and Chief Accounting Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 20,682 shares of GM common stock between May 21, 2026 and January 29, 2027, subject to certain conditions; and (6) on February 20, 2026, Mark L. Reuss, President, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 142,159 shares of GM common stock issuable upon the exercise of vested stock options and up to 290,300 shares of GM common stock issuable upon the vesting of performance share units between May 22, 2026 and February 19, 2027, subject to certain conditions.

GENERAL MOTORS COMPANY AND SUBSIDIARIES

† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

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.