Ford (NYSE: F) COO logs major stock unit awards and tax-share withholdings

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Form Type

Rhea-AI Filing Summary

Ford Motor Company Chief Operating Officer Ashwani Kumar Galhotra reported multiple stock-based compensation transactions. He exercised Ford Stock Units into common shares and received awards tied to the company’s long-term incentive plan.

On March 4, he acquired 234,192 Ford Restricted Stock Units granted without payment, described as a final award related to a 2023 performance-based restricted stock unit award and other grants under the long-term incentive plan. These restricted stock units are scheduled to convert into common stock over three years, with 33% after one year from the stated grant date of March 4, 2026, 66% after two years, and in full after three years.

Across March 3 and March 4, Ford withheld blocks of common shares, including 24,395, 34,077, 39,839 and 17,952 shares at prices of $12.70 and $13.39 per share, to cover income tax liabilities arising from the settlement of performance and restricted stock units. These dispositions were for tax withholding rather than open-market sales.

Insider Trade Summary

Net Buyer: 170,458 shares

Net Buy 12 txns

Insider Galhotra Ashwani Kumar

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Ford Stock Units	55,950	$0.00	$0.00
Exercise	Ford Stock Units	78,157	$0.00	$0.00
Grant/Award	Ford Stock Units	234,192	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	55,950	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	24,395	$12.70	$310K
Exercise	Common Stock, $0.01 par value	78,157	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	34,077	$12.70	$433K
Exercise	Ford Stock Units	41,174	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	111,440	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	39,839	$13.39	$533K
Exercise	Common Stock, $0.01 par value	41,174	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	17,952	$13.39	$240K

Holdings After Transaction: Ford Stock Units — 450,522 shares (Direct); Common Stock, $0.01 par value — 1,474,602 shares (Direct)

Footnotes (5)

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/05/2026 - 04:39 PM

FAQ

What did Ford (F) COO Ashwani Galhotra report in this Form 4?

Ashwani Galhotra reported exercises of Ford Stock Units into common shares and new restricted stock unit awards. The transactions reflect compensation under Ford’s long-term incentive plan, not open-market buying or selling of stock by the executive.

How many Ford (F) restricted stock units were granted to the COO?

He was granted 234,192 Ford Restricted Stock Units acquired without payment under the long-term incentive plan. Footnotes describe this as a final award related to a 2023 performance-based restricted stock unit award and other plan-based grants.

Were any of the Ford (F) shares in this Form 4 sold on the open market?

No open-market sales are indicated. Shares labeled with transaction code “F” were withheld by Ford to cover income tax liabilities from settling performance and restricted stock units into common stock under the company’s long-term incentive plan.

How will Ashwani Galhotra’s new Ford (F) restricted stock units vest?

Footnotes state the restricted stock units will convert to common stock without payment: 33% after one year from the March 4, 2026 grant date, 66% after two years, and in full after three years under Ford’s long-term incentive plan.

What prices were used when Ford (F) withheld shares for taxes?

Ford withheld common shares at prices of $12.70 and $13.39 per share. These shares were delivered back to the company to satisfy income tax liabilities from the settlement of performance and restricted stock unit awards into common stock.

Does this Ford (F) Form 4 show net buying or selling by the COO?

The filing mainly shows equity award grants and unit exercises, with shares withheld for taxes. The transaction summary classifies eight acquisition-type entries and four tax-withholding dispositions, reflecting compensation activity rather than discretionary stock purchases or sales.

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^*

Galhotra Ashwani Kumar

(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 Operating Officer

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		111,440⁽¹⁾	A	⁽¹⁾	1,415,584	D
Common Stock, $0.01 par value	03/03/2026		F		39,839⁽²⁾	D	$13.39	1,375,745	D
Common Stock, $0.01 par value	03/03/2026		M		41,174	A	⁽³⁾	1,416,919	D
Common Stock, $0.01 par value	03/03/2026		F		17,952⁽⁴⁾	D	$13.39	1,398,967	D
Common Stock, $0.01 par value	03/04/2026		M		55,950	A	⁽³⁾	1,454,917	D
Common Stock, $0.01 par value	03/04/2026		F		24,395⁽⁴⁾	D	$12.7	1,430,522	D
Common Stock, $0.01 par value	03/04/2026		M		78,157	A	⁽³⁾	1,508,679	D
Common Stock, $0.01 par value	03/04/2026		F		34,077⁽⁴⁾	D	$12.7	1,474,602	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			41,174	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	41,174	⁽³⁾	0	D
Ford Stock Units	⁽³⁾	03/04/2026		M			55,950	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	55,950	⁽³⁾	57,645	D
Ford Stock Units	⁽³⁾	03/04/2026		M			78,157	⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	78,157	⁽³⁾	158,685	D
Ford Stock Units	⁽⁵⁾	03/04/2026		A		234,192		⁽⁵⁾	⁽⁵⁾	Common Stock, $0.01 par value	234,192	⁽⁵⁾	234,192	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