Ford (NYSE: F) China CEO gets stock units, withholds shares for tax

Rhea-AI Filing Summary

FORD MOTOR CO President & CEO Ford China&IMG Shengpo Wu reported multiple equity compensation transactions in early March 2026. He acquired Ford Stock Units through exercises of existing awards and received a grant of 97,580 Ford Restricted Stock Units under the company’s Long-Term Incentive Plan, all without cash payment.

Several Ford Stock Units and Performance/Restricted Stock Units were settled into shares of Common Stock, $0.01 par value. To cover income tax liabilities on these settlements, the company withheld shares of common stock in transactions coded “F” at prices of $12.70 and $13.39 per share. After these transactions, his directly held common stock balance reported in the filing was 246,783 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

OMB APPROVAL

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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^*

Wu Shengpo

(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)
	President & CEO Ford China&IMG

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		17,338(1)	A	(1)	193,413	D
Common Stock, $0.01 par value	03/03/2026		F		6,662(2)	D	$13.39	186,751	D
Common Stock, $0.01 par value	03/03/2026		M		6,239	A	(3)	192,990	D
Common Stock, $0.01 par value	03/03/2026		F		2,606(4)	D	$13.39	190,384	D
Common Stock, $0.01 par value	03/04/2026		M		9,325	A	(3)	199,709	D
Common Stock, $0.01 par value	03/04/2026		F		3,589(4)	D	$12.7	196,120	D
Common Stock, $0.01 par value	03/04/2026		M		82,354	A	(3)	278,474	D
Common Stock, $0.01 par value	03/04/2026		F		31,691(4)	D	$12.7	246,783	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	(3)	03/03/2026		M			6,239	(3)	(3)	Common Stock, $0.01 par value	6,239	(3)	0	D
Ford Stock Units	(3)	03/04/2026		M			9,325	(3)	(3)	Common Stock, $0.01 par value	9,325	(3)	9,608	D
Ford Stock Units	(3)	03/04/2026		M			82,354	(3)	(3)	Common Stock, $0.01 par value	82,354	(3)	167,207	D
Ford Stock Units	(5)	03/04/2026		A		97,580		(5)	(5)	Common Stock, $0.01 par value	97,580	(5)	97,580	D

Explanation of Responses:

1. These shares are a final award related to a 2023 performance-based restricted stock unit award and were acquired without payment.

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

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

4. 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.

5. These Ford Restricted Stock Units were acquired under the Company's Long-Term Incentive Plan without payment. These Ford Restricted Stock Units will be converted and distributed, without payment, in shares of Common Stock to the extent of 33% after one year from the date of grant (03/04/2026), 66% after two years, and in full after three years.

Remarks:

	Blair F. Petrillo, Attorney-in-Fact	03/05/2026
	** 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 did Ford (F) executive Shengpo Wu report in this Form 4?

Shengpo Wu reported equity compensation activity, including exercises of Ford Stock Units, a grant of 97,580 Restricted Stock Units, and related tax-withholding share dispositions. All transactions occurred in early March 2026 under Ford’s Long-Term Incentive Plan and involved no open-market purchases or sales.

How many Ford Restricted Stock Units did Shengpo Wu receive?

He received 97,580 Ford Restricted Stock Units acquired without payment under Ford’s Long-Term Incentive Plan. According to the footnote, these units will convert into common stock over three years, with 33% after one year from 03/04/2026, 66% after two years, and 100% after three years.

Were any of Shengpo Wu’s Ford share dispositions open-market sales?

No, the dispositions were coded “F,” indicating shares withheld by the company to cover income tax liabilities. Footnotes state the withheld shares relate to settlement of Performance Stock Units and Restricted Stock Units into common stock, rather than discretionary open-market selling by Shengpo Wu.

At what prices were Ford shares withheld for Shengpo Wu’s taxes?

The filing reports tax-withholding dispositions of common stock at $12.70 and $13.39 per share. These transactions, coded “F,” reflect Ford withholding shares to satisfy income tax obligations arising from equity award settlements, not open-market transactions initiated by the executive.

How many Ford common shares did Shengpo Wu hold after these transactions?

After the reported transactions, Shengpo Wu’s directly held Ford common stock balance shown in the filing was 246,783 shares. This figure reflects exercises of Ford Stock Units into common stock and share withholdings for taxes related to performance and restricted stock unit settlements.

How are Shengpo Wu’s new Ford Restricted Stock Units scheduled to vest?

Footnotes state the 97,580 Ford Restricted Stock Units vest in stages from the 03/04/2026 grant date. They convert into common stock, without payment, to the extent of 33% after one year, 66% after two years, and in full after three years.