Ford (NYSE: F) tech chief settles RSUs, withholds shares for tax

Rhea-AI Filing Summary

FORD MOTOR CO executive Michael Amend reported equity award activity rather than open-market trades. On February 15, 2026, he exercised 79,872 Ford Stock Units at $0.00 per unit, converting them into 79,872 shares of common stock under the company’s Long-Term Incentive Plan.

Following this conversion, his direct common stock holdings increased to 681,287 shares. On the same date, 24,431 shares of common stock were disposed of at $14.12 per share, with the footnotes explaining these shares were withheld by Ford to cover income tax liabilities from the restricted stock unit settlement. After this tax-withholding disposition, his direct common stock ownership stood at 656,856 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Amend Michael

(Last) (First) (Middle)

ONE AMERICAN ROAD

(Street)

DEARBORN MI 48126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FORD MOTOR CO [ F ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Enterprise Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	02/15/2026		M		79,872	A	(1)	681,287	D
Common Stock, $0.01 par value	02/15/2026		F		24,431(2)	D	$14.12	656,856	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Ford Stock Units	(1)	02/15/2026		M			79,872	(1)	(1)	Common Stock, $0.01 par value	79,872	(1)	0	D

Explanation of Responses:

1. Settlement of Restricted Stock Units into shares of Ford Common Stock under the Company's Long-Term Incentive Plan.

2. Shares withheld by the Company to cover income tax liabilities from the settlement of Restricted Stock Units into shares of Common Stock under the Company's Long-Term Incentive Plan.

Remarks:

	Blair F. Petrillo, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Ford (F) executive Michael Amend report?

Michael Amend reported settling equity awards rather than trading on the market. On February 15, 2026, he converted 79,872 Ford Stock Units into common shares, then had 24,431 of those shares withheld by Ford to cover income tax liabilities from the award settlement.

How many Ford shares did Michael Amend acquire through equity awards?

Michael Amend acquired 79,872 shares of Ford common stock via settlement of Ford Stock Units. These units were converted at $0.00 per unit under Ford’s Long-Term Incentive Plan, increasing his direct common stock holdings before tax withholding transactions reduced the final balance.

Why were 24,431 Ford shares disposed of in Michael Amend’s Form 4?

The 24,431 Ford shares were not sold on the open market. According to the disclosure, Ford withheld these shares at $14.12 per share to cover income tax liabilities arising from the settlement of restricted stock units into common stock under its Long-Term Incentive Plan.

What is Michael Amend’s Ford share ownership after these Form 4 transactions?

After settling restricted stock units and having shares withheld for taxes, Michael Amend directly owns 656,856 shares of Ford common stock. His holdings first rose to 681,287 shares after the RSU conversion, then declined when 24,431 shares were withheld to satisfy income tax obligations.

Were Michael Amend’s Ford transactions open-market buys or sells?

The transactions were equity award-related, not open-market buys or sells. They involved exercising Ford Stock Units into common shares and a tax-withholding disposition, where Ford retained 24,431 shares to satisfy income tax liabilities linked to the restricted stock unit settlement.