Ford Motor Company 8-K Filings

Ford Motor Company reported a mixed second quarter for 2026 U.S. sales. Total second-quarter sales declined 10% to 549,200 vehicles, but estimated June retail market share edged up 0.2 percentage points to 12.3% as customers shifted toward higher-margin trucks and SUVs.

First-half F-Series sales reached 357,801 units, keeping America’s best-selling truck well ahead of its nearest competitor, while Maverick Hybrid set a quarterly record with 29,457 units sold. Bronco achieved record first-half sales of 76,936 vehicles and outsold the Jeep Wrangler in the quarter.

Ford highlighted strong commercial and software momentum, with first-half truck and van sales of 576,288 vehicles and Ford Pro Intelligence paid software subscriptions rising about 20% to more than 900,000. The company is retooling its Louisville Assembly Plant to build an all-new affordable small electric pickup on its Universal Electric Vehicle platform next year.

Ford Motor Company entered into a new long-term loan agreement with the U.S. Department of Energy connected to its Kentucky EV battery plant project. Ford’s joint venture interest in BlueOval SK was redeemed, its prior obligation to contribute up to $6.6 billion of capital to the joint venture was terminated, and Ford was released from its guarantee of half of the joint venture’s DOE loan. A Ford subsidiary acquired the Kentucky battery plants’ interests from the joint venture, and Ford assumed a $3,805,040,000 promissory note owed to the DOE, documented in a new Loan Arrangement and Reimbursement Agreement. The loan bears interest at 4.814% per annum, requires interest-only payments through January 15, 2030, then quarterly principal and interest payments until final maturity on July 15, 2040. The agreement includes covenants and events of default similar to Ford’s existing main credit agreement, including a requirement that Available Liquidity not fall below $4,000,000,000.

Ford Motor Company held its Annual Meeting of Shareholders on May 14, 2026, where shareholders voted on director elections, auditor ratification, executive pay, and several governance proposals. All nominated directors, including Executive Chair William Clay Ford, Jr. and CEO James D. Farley, Jr., were elected by large majorities, though Ford and several other directors received higher opposition than peers.

Shareholders strongly ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with about 5.6 billion votes in favor. The non-binding “say on pay” proposal to approve compensation of the named executives was also approved, with roughly 4.8 billion votes for and 184 million against.

Governance-focused shareholder proposals saw mixed results. A proposal to adopt a one vote per share recapitalization plan was rejected, with about 2.8 billion votes against versus 2.2 billion for. Proposals seeking disclosure of voting results by share class and assigning sole diversity, equity, and inclusion oversight to the Audit Committee were also rejected by wide margins.

Ford Motor Company reported a sharply stronger first quarter of 2026 and raised its full-year outlook. Revenue reached $43.3 billion, up 6% year over year. Net income jumped to $2.5 billion from $0.5 billion, while adjusted EBIT rose to $3.5 billion from $1.0 billion, helped by a $1.3 billion one-time IEEPA tariff benefit.

Operating cash flow was $1.3 billion, but adjusted free cash flow was a use of $1.9 billion. Ford ended the quarter with $22.0 billion in cash and $43.1 billion in liquidity. Ford Blue generated $1.9 billion of EBIT and Ford Pro $1.7 billion, while Ford Model e posted a $777 million EBIT loss.

The company raised its 2026 adjusted EBIT guidance to $8.5 billion to $10.5 billion, with expected adjusted free cash flow of $5.0 billion to $6.0 billion and capital spending of $9.5 billion to $10.5 billion. It also declared a second-quarter dividend of $0.15 per share.

Ford Motor Company disclosed that J. Douglas Field, its Chief EV, Digital, and Design Officer, has elected to leave the company next month following a transition period. This leadership change affects the executive overseeing electric vehicles, digital initiatives, and design. A news release dated April 15, 2026 is furnished as Exhibit 99 and incorporated by reference.

Ford Motor Company amended several major credit facilities and its term loan agreement to extend maturities and update key terms. The main syndicated credit agreement now provides $3.4 billion of commitments maturing on April 13, 2029 and $10.1 billion maturing on April 15, 2031. Ford’s supplemental revolving credit facility continues to offer $2.0 billion of commitments, now maturing on April 13, 2029, while the 364-day revolving facility maintains $2.5 billion of commitments maturing on April 14, 2027. The term loan facility keeps $3.0 billion of commitments available through December 31, 2026, with any loans maturing on December 31, 2028. Across these unsecured facilities, Ford must maintain at least $4 billion in specified domestic liquidity, and pricing is no longer adjusted based on sustainability-linked targets.

Ford Motor Company reported that its U.S. first quarter 2026 sales mix shifted toward higher-margin vehicles, led by strong demand for F-Series trucks and large SUVs like Explorer and Expedition. Estimated retail market share rose to 11.6%, a 0.2 percentage point gain.

Total U.S. vehicle sales were 457,315, down 8.8% as Ford managed the planned phase-out of Escape and Lincoln Corsair and lapped a strong prior-year March. F-Series remained America’s best-selling truck with 159,901 sales, while software subscriptions for Ford Pro Intelligence topped 865,000 and BlueCruise hands-free driving surpassed 10.1 million cumulative hours.

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.

Ford Motor Company reported record full-year 2025 revenue of $187.3 billion, but swung to a net loss of $8.2 billion, largely driven by special items including major EV-related impairments and program cancellations. Adjusted EBIT, which strips out these one-time items, was $6.8 billion, down from 2024, and adjusted EBIT margin fell to 3.6%.

In the fourth quarter, revenue was $45.9 billion with a net loss of $11.1 billion and adjusted EBIT of $1.0 billion. Cash generation remained strong: full-year operating cash flow reached $21.3 billion and adjusted free cash flow was $3.5 billion, ending the year with about $29 billion in cash and $50 billion in total liquidity.

By segment in 2025, Ford Pro delivered more than $66 billion of revenue and $6.8 billion of EBIT with a double-digit margin, while Ford Blue earned $3.0 billion of EBIT on roughly $101 billion of revenue. Ford Model e, the EV segment, posted a full-year EBIT loss of $4.8 billion, a modest improvement from 2024, and Ford Credit generated $2.6 billion of earnings before taxes, up 55%.

For full-year 2026, Ford targets adjusted EBIT of $8.0–$10.0 billion, adjusted free cash flow of $5.0–$6.0 billion, and capital spending of $9.5–$10.5 billion, including about $1.5 billion to ramp Ford Energy. Segment guidance calls for Ford Pro EBIT of $6.5–$7.5 billion, Ford Blue EBIT of $4.0–$4.5 billion, and a $4.0–$4.5 billion loss for Ford Model e, with Ford Credit EBT expected around $2.5 billion.

Ford Motor Company is updating investors on how pension and other postretirement employee benefits will affect its fourth quarter 2025 results. Because Ford uses mark-to-market accounting, it records gains and losses from remeasuring these plans immediately in income as special items.

Ford expects a pre-tax remeasurement loss of about $0.6 billion, split between a $0.3 billion loss on U.S. pension plans and a $0.3 billion loss on non-U.S. pension plans, with an immaterial impact from OPEB plans. After tax, this is expected to reduce net income by around $0.5 billion.

The loss is treated as a special item, so it will not affect Ford’s total Company adjusted EBIT or adjusted earnings per share. The remeasurement had no impact on 2025 cash and does not change expected 2026 pension contributions. Ford states its funded plans remain fully funded. It expects pension plans to be underfunded by about $0.2 billion and OPEB plans by about $4.4 billion at year-end 2025, compared with $0.5 billion and $4.4 billion at year-end 2024.

Ford Motor Company filed a current report to make public a news release about its U.S. vehicle sales in the fourth quarter of 2025. The company states that this sales update, dated January 6, 2026, is included as Exhibit 99 and is incorporated by reference into the report. The filing is classified under “Other Events,” indicating it is meant to formally share this operational sales information with the market.

Ford Motor Company is recording very large charges and restructuring its electric vehicle operations after reassessing EV demand and regulatory trends. In the fourth quarter of 2025, Ford expects about $3 billion of pre-tax charges tied to long-lived asset impairments and its remaining investment in the BlueOval SK battery joint venture, and about $8.5 billion to write down Ford Model e segment and other EV-related long-lived assets after canceling three planned EVs and ending production of the current-generation F-150 Lightning.

Ford also expects about $3 billion of additional pre-tax charges in the first half of 2026 related to assuming debt and acquiring two Kentucky battery plants from BlueOval SK, including roughly $500 million of cash expenditures. Beyond these items, Ford may incur up to about $5 billion of further program cancellation-related expenses and cash outlays in 2025 and 2026. A table provided estimates total pre-tax charges and expenses of roughly $19.5 billion and total cash expenditures of about $5.5 billion, with most cash outflows expected in 2026.

Ford Motor Company reported several corporate governance and benefit plan updates approved by its Board of Directors on December 11, 2025. Effective January 1, 2026, the Board amended and restated the Company’s Benefit Equalization Plan and Select Retirement Plan, and the Select Retirement Plan will be closed to new retirees as of January 2, 2026.

The Board also adopted amendments to Ford’s By-Laws, effective immediately. These changes primarily update rules for stockholder and Board meetings, including the use of virtual meetings and remote communications, refine procedures for adjournments and meeting conduct, modernize advance notice requirements for director nominations and other business to reflect new SEC universal proxy rules, remove the director retirement age provision, streamline Board committee provisions, and clarify how corporate acts may be ratified under recent Delaware case law.

Ford Motor Company filed a current report to furnish a statement dated November 21, 2025 under Regulation FD. The company notes that this statement is included as Exhibit 99 and is incorporated by reference into the report. Ford’s common stock and several series of notes, including the 6.200% Notes due 2059, the 6.000% Notes due 2059, and the 6.500% Notes due 2062, continue to be listed on the New York Stock Exchange. The filing is signed on behalf of Ford by Assistant Secretary David J. Witten.

Ford Motor Company furnished a news release dated October 23, 2025 covering its third quarter 2025 financial results and announced a webcast to discuss the results at 5:00 p.m. Eastern Time the same day, hosted by CEO Jim Farley, CFO Sherry House, and senior leadership.

Investors can access the live presentation and materials via the provided webcast link and Ford’s shareholder website. A replay will be available beginning after 8:00 p.m. on October 23, 2025 and remain accessible through October 30, 2025.

Ford Motor Company filed a Form 8-K to make public a news release about its U.S. vehicle sales for the third quarter of 2025. The company states that this news release, dated October 1, 2025, is included as Exhibit 99 and incorporated by reference into the report.