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Ford Motor Company has filed an automatic shelf registration statement on Form S-3, allowing it to offer various securities from time to time. The prospectus covers senior and subordinated debt, preferred and common stock, depositary shares, warrants, stock purchase contracts, and stock purchase units.
Ford states that net proceeds from future offerings will be used for general corporate purposes, which may include repaying outstanding debt as described in applicable prospectus supplements. The filing incorporates by reference Ford’s latest Annual Report and other SEC reports, and highlights existing risks, forward-looking statement cautions, and its capital and rights-plan structure.
Ford Motor Company filed its annual report describing 2025 operations, market position, and key risks under its Ford+ transformation plan. The company sold about 4,395,000 vehicles at wholesale worldwide and operated through three main segments: Ford Blue, Ford Model e, and Ford Pro, plus Ford Credit.
Ford Blue focuses on internal combustion and hybrid vehicles, Ford Model e on electric vehicles and software, and Ford Pro on commercial and government customers. U.S. 2025 sales reached 2.2 million units, with 84,113 electric and 228,072 hybrid vehicles. Ford employed about 169,000 people globally and maintained 8,226 dealerships worldwide.
Ford Motor Company reported record full-year 2025 revenue of $187.3 billion, but swung to a net loss of $8.2 billion, largely driven by special items including major EV-related impairments and program cancellations. Adjusted EBIT, which strips out these one-time items, was $6.8 billion, down from 2024, and adjusted EBIT margin fell to 3.6%.
In the fourth quarter, revenue was $45.9 billion with a net loss of $11.1 billion and adjusted EBIT of $1.0 billion. Cash generation remained strong: full-year operating cash flow reached $21.3 billion and adjusted free cash flow was $3.5 billion, ending the year with about $29 billion in cash and $50 billion in total liquidity.
By segment in 2025, Ford Pro delivered more than $66 billion of revenue and $6.8 billion of EBIT with a double-digit margin, while Ford Blue earned $3.0 billion of EBIT on roughly $101 billion of revenue. Ford Model e, the EV segment, posted a full-year EBIT loss of $4.8 billion, a modest improvement from 2024, and Ford Credit generated $2.6 billion of earnings before taxes, up 55%.
For full-year 2026, Ford targets adjusted EBIT of $8.0–$10.0 billion, adjusted free cash flow of $5.0–$6.0 billion, and capital spending of $9.5–$10.5 billion, including about $1.5 billion to ramp Ford Energy. Segment guidance calls for Ford Pro EBIT of $6.5–$7.5 billion, Ford Blue EBIT of $4.0–$4.5 billion, and a $4.0–$4.5 billion loss for Ford Model e, with Ford Credit EBT expected around $2.5 billion.
Ford Motor Company is updating investors on how pension and other postretirement employee benefits will affect its fourth quarter 2025 results. Because Ford uses mark-to-market accounting, it records gains and losses from remeasuring these plans immediately in income as special items.
Ford expects a pre-tax remeasurement loss of about $0.6 billion, split between a $0.3 billion loss on U.S. pension plans and a $0.3 billion loss on non-U.S. pension plans, with an immaterial impact from OPEB plans. After tax, this is expected to reduce net income by around $0.5 billion.
The loss is treated as a special item, so it will not affect Ford’s total Company adjusted EBIT or adjusted earnings per share. The remeasurement had no impact on 2025 cash and does not change expected 2026 pension contributions. Ford states its funded plans remain fully funded. It expects pension plans to be underfunded by about $0.2 billion and OPEB plans by about $4.4 billion at year-end 2025, compared with $0.5 billion and $4.4 billion at year-end 2024.
Ford Motor Company reported that Vice Chair John T. Lawler received an equity award in the form of derivative securities. On January 15, 2026, he was granted 137,581 Ford Stock Units, recorded at a transaction price of $0.00 per unit as this is a compensation grant rather than a market purchase.
According to the footnote, these units are restricted stock units granted under the company’s 2023 Long Term Incentive Plan. The units are scheduled to fully vest on December 15, 2026, and once vested they will be settled in shares of Ford common stock. Following this award, Lawler beneficially owns 137,581 Ford Stock Units directly.
Ford Motor Company Chief Operating Officer Ashwani Galhotra reported equity award activity involving restricted stock units and common shares. On January 13, 2026, 50,978 Ford Stock Units were settled into the same number of shares of Ford common stock under the company’s Long-Term Incentive Plan, with no exercise price. To cover income tax liabilities from this settlement, the company withheld 14,845 shares of common stock at a price of $14.03 per share. After these transactions, Galhotra directly beneficially owned 1,303,721 shares of Ford common stock and 103,501 Ford Stock Units, reflecting routine award settlement and tax withholding activity rather than an open-market discretionary sale.
Ford Motor Company’s Chief Policy Officer and General Counsel, Steven P. Croley, reported equity award activity involving Ford stock. On January 13, 2026, 118,949 Ford Stock Units were settled into 118,949 shares of Ford common stock under the company’s Long-Term Incentive Plan. In a related transaction, 52,197 common shares were withheld by the company at a price of $14.03 per share to cover income tax liabilities from this settlement.
After these transactions, Croley directly held 281,468 shares of Ford common stock and 241,504 Ford Stock Units. The filing characterizes the activity as equity award settlement and tax withholding rather than an open-market purchase or sale.
Ford Motor Company filed a current report to make public a news release about its U.S. vehicle sales in the fourth quarter of 2025. The company states that this sales update, dated January 6, 2026, is included as Exhibit 99 and is incorporated by reference into the report. The filing is classified under “Other Events,” indicating it is meant to formally share this operational sales information with the market.
Ford Motor Company’s Executive Chair and Chair, as a reporting person, updated their indirect holdings of Class B stock through a voting trust. On 12/22/2025, the reporting person reported a disposition of 21,082 shares of Class B stock at a price of $0, leaving 15,105,964 shares held for their benefit by the voting trust. On the same date, they reported acquisitions of 1,405 shares held for the benefit of their spouse, bringing that voting trust position to 103,758 shares, and 2,811 shares held for the benefit of family trusts, bringing those holdings to 3,771,225 shares.
All positions are reported as indirect ownership via the voting trust, and the reporting person disclaims beneficial ownership of any other Class B shares in the trust beyond the amounts specified for their benefit, their spouse’s benefit, and the family trusts.
Ford Motor Co director reports changes in Class B stock held via voting trusts. A Form 4 filing shows several internal transfers dated 12/22/2025 involving Class B Stock, $0.01 par value, all at a reported price of $0 per share with transaction code G. After these transactions, a voting trust holds 42,822 shares of Class B stock for the benefit of the reporting person, 1,240,079 shares for the benefit of a trust of which the reporting person is a trustee, 94,564 shares for the benefit of trusts where the reporting person’s spouse is trustee, and 65,368 shares for the benefit of a trust in which the reporting person is a beneficiary. All positions are reported as indirect ownership through various voting trust arrangements.