[8-K] Ford Motor Company Reports Material Event

Rhea-AI Filing Summary

UroGen Pharma Ltd. (URGN) submitted a Form 4 showing that Chief Executive Officer Elizabeth A. Barrett acquired 87,615 performance stock units (PSUs) on 07/28/2025. The PSUs were originally granted on 01/31/2024 and became earned when a company-level milestone was reached. Each PSU entitles the holder to one ordinary share once the units vest on 12/31/2025, contingent upon Barrett’s continued employment. The award carries a $0 exercise price and no shares were sold or otherwise disposed of in the filing.

Post-transaction, the CEO directly holds 87,615 derivative securities representing potential ordinary shares; no changes were reported in her non-derivative share ownership. While the filing signals management’s alignment with performance goals, it also introduces a future dilution overhang equivalent to the underlying shares when they convert.

Positive

• CEO earned 87,615 PSUs after hitting a corporate milestone, demonstrating operational progress and aligning management compensation with performance.

Negative

• The PSUs will add up to 87,615 ordinary shares to the float upon vesting, creating incremental dilution at year-end 2025.

Insights

Securities Analyst

TL;DR: CEO earns 87,615 PSUs; positive alignment, neutral immediate impact, future dilution possible.

The Form 4 confirms that URGN’s CEO satisfied a corporate milestone, triggering the earning of 87.6k PSUs. No cash outlay or share sale occurred, so near-term supply remains unchanged. The units will only convert in late-2025, limiting present dilution but setting a known issuance pipeline. From a valuation standpoint the number equals roughly 0.4% of a 22 million share base, a modest dilution risk. Overall, the disclosure is governance-neutral with a slight positive signal on milestone execution.

Corporate Governance Expert

TL;DR: Performance-based equity aligns CEO incentives, routine for biotech sector.

The PSUs tie payout to objective milestones and time-based vesting, meeting standard pay-for-performance principles. The single-insider filing shows clean structure—no accelerated vesting or re-pricing. Investors should note the attorney-in-fact signature, indicating proper delegation. Risk is limited to eventual dilution, already scheduled and transparent.

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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: July 30, 2025

(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 2.02. Results of Operations and Financial Condition.

    Ford Motor Company (“Ford” or “Company”) hereby incorporates by reference its news release dated July 30, 2025, which is furnished as Exhibit 99 hereto.

    Beginning at 5:00 p.m. on July 30, 2025, Ford President and Chief Executive Officer Jim Farley, Chief Financial Officer Sherry House, and other members of Ford’s senior management team will host a conference call to discuss Ford’s second quarter 2025 financial results. Investors may access the webcast of the presentation at:

https://ford-motor-company-q2-2025-earnings-call.open-exchange.net/

    Pre-registration, which is recommended to expedite access to the webcast, is available at:

https://ford-motor-company-q2-2025-earnings-call.open-exchange.net/registration

    The presentation and supporting materials are available at www.shareholder.ford.com. Representatives of the investment community will have the opportunity to ask questions on the call.

    Investors also may access replays of the presentation beginning after 8:00 p.m. the day of the event through August 6, 2025 at:

https://ford-motor-company-q2-2025-earnings-call.open-exchange.net/

    All times referenced above are in Eastern Time.

Item 8.01. Other Events.

    As previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 13, 2025, Kyle Crockett will become Chief Accounting Officer of the Company effective as of July 31, 2025.

Item 9.01. Financial Statements and Exhibits.

EXHIBITS*

Designation			Description			Method of Filing
Exhibit 99			News release dated July 30, 2025			Furnished with this Report
Exhibit 104			Cover Page Interactive Data File			**
			(formatted in Inline XBRL)

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: July 30, 2025			By:			/s/ David J. Witten
						David J. Witten
						Assistant Secretary

*						Any reference in this Form 8-K Report or the attached exhibit(s) to our corporate website(s), other websites, and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
**						Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

FAQ

What did UroGen Pharma (URGN) disclose in its latest Form 4?

The filing shows CEO Elizabeth Barrett earned 87,615 performance stock units on 07/28/2025.

How many shares could be issued from the reported PSUs?

If vested, the PSUs will convert into 87,615 ordinary shares on 12/31/2025.

When do the PSUs granted to URGN’s CEO vest?

They require continued service and are scheduled to vest on 12/31/2025.

Was any cash paid for the PSUs in this transaction?

No. The PSUs have a $0 exercise price; they are performance-based equity awards.

Did the Form 4 report any insider sales?

No insider sales were reported; only the earning of PSUs was disclosed.