Ford (NYSE: F) sets 31.7M-share repurchase plan to offset 2026 dilution

Rhea-AI Filing Summary

Ford Motor Company is launching an anti-dilutive share repurchase program authorizing buybacks of up to 31.7 million shares of its common stock. The goal is to offset dilution from share-based compensation granted during 2026 and from settling above-principal obligations on its 0.00% Senior Convertible Notes due March 15, 2026 when converted.

Ford may repurchase shares over time through open market purchases, privately negotiated deals, or Rule 10b5-1 trading plans. The program is discretionary, may be suspended or discontinued at any time, and will be funded with the company’s existing cash and cash equivalents.

Insights

Equity & Capital Structure Analyst

Ford sets a modest, targeted buyback to neutralize 2026 dilution.

Ford Motor Company authorized repurchases of up to 31.7 million common shares as an explicitly anti-dilutive program. It is designed to offset equity awards granted in 2026 and share settlement above principal on 0.00% Senior Convertible Notes due March 15, 2026.

The company states that repurchases may occur via open market transactions, privately negotiated trades, or Rule 10b5-1 plans, funded from existing cash and cash equivalents. Actual activity will depend on business conditions, regulatory requirements, stock price, and trading volume, and the program can be suspended or ended at any time.

This framework gives Ford flexibility to manage share count around compensation and note conversions without committing to a fixed pace or total spend. Subsequent disclosures in future periods will clarify how much of the 31.7 million-share authorization is actually used.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: March 13, 2026

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-3950									38-0549190
(Commission File Number)									(IRS Employer Identification No.)
One American Road
Dearborn,			Michigan						48126
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

    (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

    (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

F

New York Stock Exchange

6.200% Notes due June 1, 2059

FPRB

New York Stock Exchange

6.000% Notes due December 1, 2059

FPRC

New York Stock Exchange

6.500% Notes due August 15, 2062

FPRD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

Ford Motor Company (“Ford” or the “Company”) is undertaking an anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during 2026 and the dilutive effect of settling with shares our obligations in excess of the aggregate principal amount of our 0.00% Senior Convertible Notes due March 15, 2026 that are converted. The plan authorizes repurchases of up to 31.7 million shares of Ford Common Stock.

The Company may repurchase shares of Common Stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic, and market conditions, corporate, legal, and regulatory requirements, prevailing stock prices, trading volume, and other considerations. The share repurchase program may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Common Stock. The Company expects to utilize its existing cash and cash equivalents to fund repurchases under the share repurchase program.

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 hereunto duly authorized.

						FORD MOTOR COMPANY
						(Registrant)
Date: March 13, 2026			By:			/s/ David J. Witten
						David J. Witten
						Assistant Secretary

FAQ

What did Ford (F) announce regarding its share repurchase program?

Ford authorized an anti-dilutive share repurchase program for up to 31.7 million common shares. The program is aimed at offsetting dilution from 2026 share-based compensation and from settling conversion-related amounts on its 0.00% Senior Convertible Notes due March 15, 2026.

Why is Ford (F) calling this an anti-dilutive share repurchase program?

Ford describes the program as anti-dilutive because it targets shares needed to offset equity compensation granted in 2026 and shares issued when its 0.00% Senior Convertible Notes due March 15, 2026 are converted above principal, helping limit growth in the overall share count.

How many Ford (F) shares are authorized for repurchase under this program?

The program authorizes repurchases of up to 31.7 million shares of Ford common stock. This represents the maximum share count Ford may buy back under this specific plan, though the company is not obligated to repurchase the full amount authorized.

How will Ford (F) execute repurchases under the 31.7 million share program?

Ford may repurchase shares through open market purchases, privately negotiated transactions, or trading plans intended to qualify under Rule 10b5-1. These methods allow repurchases to occur over time while complying with applicable securities laws and corporate, legal, and regulatory requirements.

What will Ford (F) use to fund its anti-dilutive share repurchases?

Ford expects to fund share repurchases using its existing cash and cash equivalents. By relying on cash already on its balance sheet, the company avoids adding new debt specifically for this program while managing dilution from equity compensation and convertible note settlements.

Is Ford (F) required to complete the full 31.7 million share repurchase?

Ford is not obligated to repurchase any specific number of shares under this program. The company states the repurchase plan may be suspended or discontinued at any time, with actual repurchases depending on market conditions, legal requirements, stock price, and other considerations.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.0 KB