Insider Form 4: Ford Director Receives 5,416 Dividend-Equivalent RSUs

Rhea-AI Filing Summary

John L. Thornton, a director of Ford Motor Company (F), reported a non-cash crediting of 5,416 Ford Stock Units under the company’s Deferred Compensation Plan for Non-Employee Directors dated 09/02/2025. These units represent dividend equivalents granted as Restricted Stock Units that will be converted and paid in cash after the director leaves board service, based on the market value of Ford common stock at that time. Following the reported grant, the filing shows the reporting person beneficially owns 430,187 shares of Ford common stock on a direct basis. The filing discloses this transaction as an acquisition of dividend-equivalent stock units rather than an open-market purchase, and no cash price was paid by the reporting person.

Positive

• Crediting of 5,416 Ford Stock Units increases the director’s alignment with shareholder value through dividend-equivalent RSUs
• Units settle in cash based on market value, avoiding immediate share issuance or market dilution

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation disclosed; increases holdings via credited dividend-equivalent RSUs with deferred cash settlement.

This Form 4 documents a customary, non-cash crediting of dividend-equivalent Restricted Stock Units to a non-employee director under Ford’s deferred compensation arrangements. Such credits are standard for boards to compensate directors without immediate cash or share issuance to the director, and they typically settle in cash based on future stock value after board service ends. The transaction does not indicate an active purchase or sale by the director and is unlikely to change governance dynamics or control. Materiality for investors is low absent larger patterns of insider buying or selling.

Executive Compensation Analyst

TL;DR: Compensation-related grant increased reported beneficial ownership by 5,416 units; settlement is deferred and cash-based.

The reported 5,416 Ford Stock Units are credited as dividend equivalents under the company’s plan for non-employee directors and will convert to a cash payment calculated from Ford’s share price when distributed. This structure aligns director pay with shareholder returns without immediate dilution. For compensation benchmarking, the grant size should be viewed in context of total director pay and existing shareholdings; on its own, the grant is a routine element of non-employee director compensation and does not represent an exercised option or market transaction.

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^*

THORNTON JOHN L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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

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	(1)	09/02/2025		A(1)		5,416		(1)	(1)	Common Stock, $0.01 par value	5,416	(1)	430,187	D

Explanation of Responses:

1. Crediting of dividend equivalents in the form of Restricted Stock Units under the Company's Deferred Compensation Plan for Non-Employee Directors. In general, these Units will be converted and distributed in cash on January 10th of the year following termination of Board service, based on the then current market value of a share of Ford Common Stock, without payment by the Reporting Person.

Remarks:

	Blair F. Petrillo, Attorney-in-Fact	09/04/2025
	** 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.

FAQ

What did John L. Thornton report on the Form 4 for Ford (F)?

The filing reports a crediting of 5,416 Ford Stock Units as dividend equivalents under the deferred compensation plan for non-employee directors.

How many Ford shares does the reporting person beneficially own after the transaction?

The Form 4 shows 430,187 shares of Ford common stock beneficially owned on a direct basis following the reported crediting.

Will the 5,416 units be converted to shares or cash?

The units are described as Restricted Stock Units that will be converted and distributed in cash after termination of board service, based on then-current market value.

Did the reporting person pay cash for these units?

No purchase price is reported; the units were credited as dividend equivalents under Ford’s deferred compensation plan.

Does this Form 4 indicate an open-market purchase or sale?

No. The transaction is an internal compensation crediting of dividend-equivalent RSUs, not an open-market trade.