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

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

572,173 shares exercised/converted

Mixed 12 txns

Insider FARLEY JR JAMES D

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Ford Stock Units	168,264	$0.00	--
Exercise	Ford Stock Units	235,052	$0.00	--
Grant/Award	Ford Stock Units	663,231	$0.00	--
Exercise	Common Stock, $0.01 par value	168,264	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	73,364	$12.70	$932K
Exercise	Common Stock, $0.01 par value	235,052	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	102,483	$12.70	$1.30M
Exercise	Ford Stock Units	168,857	$0.00	--
Exercise	Common Stock, $0.01 par value	469,321	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	204,624	$13.39	$2.74M
Exercise	Common Stock, $0.01 par value	168,857	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	73,622	$13.39	$986K

Holdings After Transaction: Ford Stock Units — 173,363 shares (Direct); Common Stock, $0.01 par value — 4,072,267 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 - 04:36 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
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^*

FARLEY JR JAMES D

(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)

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)
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		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)
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			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
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 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.