Ford (NYSE: F) chief counsel gains stock units, covers taxes with shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ford Motor Company’s Chief Policy Officer and General Counsel Steven P. Croley reported multiple equity compensation transactions. On March 3 and 4, 2026, he acquired Ford common stock through the exercise and settlement of performance and restricted stock units granted under the company’s long-term incentive plan.

To cover related income tax liabilities, the company withheld blocks of common shares at prices of $13.39 and $12.70 per share, which are reported as dispositions but do not represent open‑market sales. He also received a new grant of 149,882 Ford Stock Units, vesting 33% after one year from March 4, 2026, 66% after two years, and fully after three years, all acquired without cash payment.

Insider Trade Summary

126,158 shares exercised/converted

Mixed 12 txns

Insider Croley Steven P.

Role Chief Policy Ofcr, Gen Counsel

Type	Security	Shares	Price	Value
Exercise	Ford Stock Units	36,471	$0.00	--
Exercise	Ford Stock Units	60,210	$0.00	--
Grant/Award	Ford Stock Units	149,882	$0.00	--
Exercise	Common Stock, $0.01 par value	36,471	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	15,902	$12.70	$202K
Exercise	Common Stock, $0.01 par value	60,210	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	26,252	$12.70	$333K
Exercise	Ford Stock Units	29,477	$0.00	--
Exercise	Common Stock, $0.01 par value	81,928	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	35,721	$13.39	$478K
Exercise	Common Stock, $0.01 par value	29,477	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	12,852	$13.39	$172K

Holdings After Transaction: Ford Stock Units — 37,577 shares (Direct); Common Stock, $0.01 par value — 380,771 shares (Direct)

Footnotes (1)

These shares are a final award related to a 2023 performance-based restricted stock unit award and were acquired without payment. 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. Settlement of Restricted Stock Units into shares of Ford Common Stock under the Company's Long-Term Incentive Plan. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 04:35 PM

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

OMB Number:			3235-0287
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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^*

Croley Steven P.

(Last)

(First)

(Middle)

ONE AMERICAN ROAD

(Street)

DEARBORN

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 Policy Ofcr, Gen Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	03/03/2026		M		81,928⁽¹⁾	A	⁽¹⁾	363,396	D
Common Stock, $0.01 par value	03/03/2026		F		35,721⁽²⁾	D	$13.39	327,675	D
Common Stock, $0.01 par value	03/03/2026		M		29,477	A	⁽³⁾	357,152	D
Common Stock, $0.01 par value	03/03/2026		F		12,852⁽⁴⁾	D	$13.39	344,300	D
Common Stock, $0.01 par value	03/04/2026		M		36,471	A	⁽³⁾	380,771	D
Common Stock, $0.01 par value	03/04/2026		F		15,902⁽⁴⁾	D	$12.7	364,869	D
Common Stock, $0.01 par value	03/04/2026		M		60,210	A	⁽³⁾	425,079	D
Common Stock, $0.01 par value	03/04/2026		F		26,252⁽⁴⁾	D	$12.7	398,827	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Ford Stock Units	⁽³⁾	03/03/2026		M			29,477	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	29,477	⁽³⁾	0	D
Ford Stock Units	⁽³⁾	03/04/2026		M			36,471	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	36,471	⁽³⁾	37,577	D
Ford Stock Units	⁽³⁾	03/04/2026		M			60,210	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	60,210	⁽³⁾	122,246	D
Ford Stock Units	⁽⁵⁾	03/04/2026		A		149,882		⁽⁵⁾	⁽⁵⁾	Common Stock, $0.01 par value	149,882	⁽⁵⁾	149,882	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ford (F) executive Steven P. Croley report in this Form 4?

Steven P. Croley reported equity compensation activity, including exercises of stock units into Ford common shares and a new award of Ford Stock Units. Some common shares were withheld by the company to satisfy income tax obligations tied to these incentive plan settlements and grants.

Were Steven P. Croley’s Ford (F) transactions open-market stock sales?

No, the reported dispositions are shares withheld by Ford to cover income tax liabilities from settling performance and restricted stock units. Footnotes state these are tax-withholding events, not discretionary open-market sales initiated by the executive on a stock exchange.

What new Ford Stock Units did Steven P. Croley receive from Ford (F)?

He received a grant of 149,882 Ford Stock Units under Ford’s Long-Term Incentive Plan. According to footnotes, these units were acquired without payment and will convert into common shares in stages over three years, subject to the stated vesting schedule.

How will Steven P. Croley’s new Ford Stock Units vest over time?

The footnotes explain the 149,882 Ford Stock Units vest in tranches: 33% after one year from the March 4, 2026 grant date, 66% after two years, and 100% after three years, with distributions in Ford common stock upon vesting.

What role do performance and restricted stock units play in Ford (F) executive pay?

The transactions reference performance-based restricted stock units and restricted stock units granted under Ford’s Long-Term Incentive Plan. These awards convert into Ford common shares over time, often with shares withheld to pay taxes, aligning executive compensation with company performance and share value.

Did Steven P. Croley pay cash for the Ford (F) stock units reported?

The footnotes specify that certain Ford Stock Units and performance-based restricted stock units were acquired without payment. Instead of cash purchases, these represent equity awards and settlements provided under Ford’s Long-Term Incentive Plan as part of his executive compensation package.