Ford (NYSE: F) CEO receives major stock awards, withholds shares for taxes

Rhea-AI Filing Summary

FORD MOTOR CO President and CEO James D. Farley Jr. reported multiple equity compensation transactions in Ford stock units and common stock.

He exercised Ford Stock Units into common shares and settled performance-based and restricted stock unit awards under the company’s Long-Term Incentive Plan, with some common shares withheld by the company at prices of $12.70 and $13.39 per share to cover income tax liabilities rather than sold on the open market. He also received a grant of 663,231 Ford Restricted Stock Units acquired without payment, which will convert into common stock in stages: 33% after one year from the 03/04/2026 grant date, 66% after two years, and 100% after three years.

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^*

FARLEY JR JAMES D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		469,321(1)	A	(1)	4,013,392	D
Common Stock, $0.01 par value	03/03/2026		F		204,624(2)	D	$13.39	3,808,768	D
Common Stock, $0.01 par value	03/03/2026		M		168,857	A	(3)	3,977,625	D
Common Stock, $0.01 par value	03/03/2026		F		73,622(4)	D	$13.39	3,904,003	D
Common Stock, $0.01 par value	03/04/2026		M		168,264	A	(3)	4,072,267	D
Common Stock, $0.01 par value	03/04/2026		F		73,364(4)	D	$12.7	3,998,903	D
Common Stock, $0.01 par value	03/04/2026		M		235,052	A	(3)	4,233,955	D
Common Stock, $0.01 par value	03/04/2026		F		102,483(4)	D	$12.7	4,131,472	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			168,857	(3)	(3)	Common Stock, $0.01 par value	168,857	(3)	0	D
Ford Stock Units	(3)	03/04/2026		M			168,264	(3)	(3)	Common Stock, $0.01 par value	168,264	(3)	173,363	D
Ford Stock Units	(3)	03/04/2026		M			235,052	(3)	(3)	Common Stock, $0.01 par value	235,052	(3)	477,228	D
Ford Stock Units	(5)	03/04/2026		A		663,231		(5)	(5)	Common Stock, $0.01 par value	663,231	(5)	663,231	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
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FAQ

What insider transactions did Ford (F) CEO James Farley report?

Ford CEO James Farley reported exercises of Ford Stock Units into common stock, settlement of performance and restricted stock unit awards, and related tax-withholding share dispositions, along with a new grant of 663,231 Ford Restricted Stock Units under the company’s Long-Term Incentive Plan.

Did Ford (F) CEO James Farley sell shares on the open market?

The reported dispositions used code “F,” meaning shares of Ford common stock were withheld by the company to pay income tax liabilities and exercise costs. The filing indicates tax-withholding dispositions, not open-market sales initiated for portfolio or discretionary trading purposes.

How many Ford Restricted Stock Units did the CEO receive?

James Farley received 663,231 Ford Restricted Stock Units acquired without payment under the Long-Term Incentive Plan. According to the disclosure, these units will later convert into Ford common stock over a three-year vesting schedule tied to the 03/04/2026 grant date.

What is the vesting schedule for James Farley’s new Ford stock units?

The 663,231 Ford Restricted Stock Units vest in stages: 33% convert into common stock after one year from the 03/04/2026 grant date, 66% after two years, and the award converts in full after three years, all without additional payment by the CEO.

At what prices were Ford shares withheld for James Farley’s taxes?

The company withheld Ford common shares to cover income tax liabilities at per-share prices of $12.70 and $13.39, as disclosed for specific tax-withholding dispositions. These transactions are labeled as payments of tax obligations rather than discretionary market sales by the CEO.

How did James Farley’s Ford common stock holdings change after these transactions?

Following the reported exercises and tax-withholding dispositions, James Farley’s direct holdings of Ford common stock are shown in multiple line items, including 4,133,472 shares after one tax-withholding entry and 3,903,003 shares after another, reflecting sequential transaction reporting in the disclosure.