Ford vice chair gets stock units, withholds shares

FORD MOTOR CO vice chair John T. Lawler reported multiple equity compensation transactions involving Ford Stock Units and Common Stock on March 3–4, 2026.

Accepted by SEC EDGAR 03/05/2026 - 04:40 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

FORD MOTOR CO vice chair John T. Lawler reported multiple equity compensation transactions involving Ford Stock Units and Common Stock on March 3–4, 2026. Several Ford Stock Units tied to performance-based and restricted stock unit awards were settled into shares of Common Stock under the Company's Long-Term Incentive Plan without payment, including a new award of 202,966 Ford Restricted Stock Units that will vest in stages after 03/04/2026.

Common Stock was acquired through derivative exercises, and the Company withheld shares to cover income tax liabilities. Tax-withholding dispositions totaled 19,480 and 40,943 shares at $12.70 per share on March 4, 2026, and 43,690 and 19,549 shares at $13.39 per share on March 3, 2026, as described as payment of tax liabilities by delivering securities. After these transactions, Lawler directly held 1,330,922 shares of Common Stock as of March 4, 2026.

Insider Trade Summary

183,756 shares exercised/converted

Exercise 12 txns

Insider Lawler John T.

Role Vice Chair

Type	Security	Shares	Price	Value
Exercise	Ford Stock Units	44,760	$0.00	$0.00
Exercise	Ford Stock Units	94,078	$0.00	$0.00
Grant/Award	Ford Stock Units	202,966	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	44,760	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	19,480	$12.70	$247K
Exercise	Common Stock, $0.01 par value	94,078	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	40,943	$12.70	$520K
Exercise	Ford Stock Units	44,918	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	124,843	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	43,690	$13.39	$585K
Exercise	Common Stock, $0.01 par value	44,918	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	19,549	$13.39	$262K

Holdings After Transaction: Ford Stock Units — 440,091 contracts (Direct); Common Stock, $0.01 par value — 1,330,922 shares (Direct)

Footnotes (5)

1. F1. These shares are a final award related to a 2023 performance-based restricted stock unit award and were acquired without payment.
2. F2. 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. F3. Settlement of Restricted Stock Units into shares of Ford Common Stock under the Company's Long-Term Incentive Plan.
4. F4. 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. F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Ford (F) vice chair John T. Lawler report?

John T. Lawler reported exercises of Ford Stock Units into Common Stock and related equity awards. Several transactions involved settling performance-based and restricted stock units under Ford’s Long-Term Incentive Plan, along with share withholdings to cover income tax liabilities, all disclosed as direct ownership changes.

How many Ford Restricted Stock Units did John T. Lawler receive in this Form 4 for F?

John T. Lawler received an award of 202,966 Ford Restricted Stock Units under the Long-Term Incentive Plan. Footnotes state these units were acquired without payment and will convert into Common Stock over three years, with 33%, 66%, and 100% vesting milestones after 03/04/2026.

Were any of John T. Lawler’s Ford (F) transactions open-market sales?

The filing describes dispositions coded “F” as shares withheld by Ford to cover income tax liabilities. Footnotes explain these were payments of tax obligations using shares from performance and restricted stock unit settlements, rather than open-market sales initiated as discretionary trading transactions.

At what prices were Ford (F) shares withheld for John T. Lawler’s tax liabilities?

Shares were withheld at $12.70 per share in two transactions on March 4, 2026 and at $13.39 per share in two transactions on March 3, 2026. These tax-withholding dispositions are described as payment of income tax liabilities by delivering securities.

How many Ford (F) Common Stock shares did John T. Lawler hold after these transactions?

After the reported March 4, 2026 transactions, John T. Lawler directly held 1,330,922 shares of Ford Common Stock. This figure is shown as the total shares following the final tax-withholding disposition, reflecting his updated direct ownership position in Ford Motor Company.

How do the new Ford Restricted Stock Units for John T. Lawler vest over time?

Footnotes state the 202,966 Ford Restricted Stock Units vest in tranches after 03/04/2026. They will convert into Common Stock without payment to the extent of 33% after one year, 66% after two years, and in full after three years from the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
hours per response:			0.5

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^*

Lawler John T.

(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)
	Vice Chair

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		124,843(1)	A	(1)	1,270,828	D
Common Stock, $0.01 par value	03/03/2026		F		43,690(2)	D	$13.39	1,227,138	D
Common Stock, $0.01 par value	03/03/2026		M		44,918	A	(3)	1,272,056	D
Common Stock, $0.01 par value	03/03/2026		F		19,549(4)	D	$13.39	1,252,507	D
Common Stock, $0.01 par value	03/04/2026		M		44,760	A	(3)	1,297,267	D
Common Stock, $0.01 par value	03/04/2026		F		19,480(4)	D	$12.7	1,277,787	D
Common Stock, $0.01 par value	03/04/2026		M		94,078	A	(3)	1,371,865	D
Common Stock, $0.01 par value	03/04/2026		F		40,943(4)	D	$12.7	1,330,922	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			44,918	(3)	(3)	Common Stock, $0.01 par value	44,918	(3)	0	D
Ford Stock Units	(3)	03/04/2026		M			44,760	(3)	(3)	Common Stock, $0.01 par value	44,760	(3)	46,116	D
Ford Stock Units	(3)	03/04/2026		M			94,078	(3)	(3)	Common Stock, $0.01 par value	94,078	(3)	191,009	D
Ford Stock Units	(5)	03/04/2026		A		202,966		(5)	(5)	Common Stock, $0.01 par value	202,966	(5)	202,966	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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