What changed in this filing

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Item 3. Legal Proceedings

2026-02-11 compared with 2025-02-06 · 23 added, 45 removed, 47 unchanged (59% of the section changed)

8 unchanged sentences

The federal assessments are outside the scope of the legislation.

All of the outstanding assessments have been appealed to the relevant administrative court of each jurisdiction.

All of the outstanding assessments have been appealed to the relevant administrative court of each jurisdiction and some appeals are now pending in the judicial court system.

To proceed with an appeal within the judicial court system, an appellant may be required to post collateral.

To date, we have not been required to post any collateral.

If we are required to post collateral, which could be in excess of $1 billion, we expect it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash collateral.

If we are required to post collateral, which could be in excess of $1 billion for all the cases in the aggregate, we expect it to be in the form of fixed assets, surety bonds, and/or letters of credit, but we may be required to post cash collateral.

To date, we have received collateral waivers for most of the cases that have been appealed to the judicial court system, although we have been required to post less than $100 million of collateral.

Although the ultimate resolution of these matters may take many years, we consider our overall risk of loss to be remote.

European Commission and U.K.

Competition and Markets Authority Matter.

On March 15, 2022, the European Commission (the “Commission”) and the U.K.

Competition and Markets Authority (the “CMA”) conducted unannounced inspections at the premises of, and sent formal requests for information to, several companies and associations active in the automotive sector, including Ford.

The inspections and requests for information concern possible collusion in relation to the collection, treatment, and recovery of end-of-life cars and vans (“ELVs”).

We understand that the scope of the investigations includes determining whether manufacturers and importers of passenger cars and vans agreed to an approach to (i) the compensation of ELV collection, treatment, and recovery companies, and (ii) the use of data relating to the recyclability or recoverability of ELVs in marketing materials, and whether such conduct violates relevant competition laws.

If a violation is found, a broad range of remedies is potentially available to the Commission and/or CMA, including imposing a fine and/or the prohibition or restriction of certain business practices.

We are continuing to cooperate with the Commission and the CMA.

National Highway Traffic Safety Administration Consent Order.

On November 13, 2024, Ford entered into a consent order (the “Consent Order”) with the National Highway Traffic Safety Administration (“NHTSA”) to resolve, without an admission of liability, allegations made by NHTSA following its investigation into whether a recall conducted by Ford in 2020 addressing rearview camera performance was timely under NHTSA’s regulations.

The Consent Order includes a $165 million civil penalty, which consists of a $65 million cash payment from Ford, $55 million held in abeyance subject to Ford’s adherence to the terms of the Consent Order, and $45 million that Ford will use to invest in advanced data analytics, a new testing facility, and certain other projects to enhance compliance with NHTSA’s requirements.

In addition, during the term of the Consent Order, Ford has agreed to submit a monthly Safety Evaluation List (“SEL”) to NHTSA and to meet with NHTSA each quarter to review and answer NHTSA’s questions about any of the issues on the SEL.

Further, Ford has hired an independent third party selected by NHTSA to assess the Company’s adherence to the Consent Order and Vehicle Safety Act over the term of the Consent Order and to report on Ford’s progress to NHTSA.

Ford has also committed to review prior recalls over the past three years to ensure that all impacted vehicles were captured.

In the event Ford determines that it must add more vehicles to the population, the Company will update the applicable recalls.

The term of the Consent Order is three years, and it may be extended for one additional year at NHTSA’s discretion.

Mine Safety Disclosures.

6 unchanged sentences

(b) President and Chief Executive Officer October 2020 63

John Lawler (c) Vice Chair and Chief Financial Officer October 2020 58

John Lawler Vice Chair June 2024 59

Sherry House Chief Financial Officer February 2025 54

Ashwani (“Kumar”) Galhotra Chief Operating Officer October 2023 60

Michael Amend Chief Enterprise Technology Officer September 2021 47

Michael Amend Chief Enterprise Technology Officer March 2022 48

Michael Aragon President, Ford Integrated Services March 2025 52

Croley Chief Policy Officer and General Counsel July 2021 60

Alicia Boler Davis President, Ford Pro September 2025 56

Doug Field Chief EV, Digital, and Design Officer October 2023 60

Andrew Frick President, Ford Blue and Ford Customer Service Division October 2023 51

Marin Gjaja Chief Operating Officer, Ford Model e September 2023 55

Andrew Frick President, Ford Blue and Model e February 2025 52

Jennifer Waldo Chief People and Employee Experience Officer May 2022 49

Shengpo (“Sam”) Wu President and Chief Executive Officer, Ford of China March 2023 58

Mark Kosman Chief Accounting Officer February 2024 59

Shengpo (“Sam”) Wu President and Chief Executive Officer, Ford China and IMG February 2025 59

Kyle Crockett Chief Accounting Officer July 2025 52

(a) Also a Director, Chair of the Office of the Chair and Chief Executive, Chair of the Finance Committee, and a member of the Sustainability, Innovation and Policy Committee of the Board of Directors.

1 unchanged sentence

(b) Also a Director and member of the Office of the Chair and Chief Executive.

Lawler has held the position of Chief Financial Officer since October 2020.

He received the additional title of Vice Chair in June 2024.

Except as noted below, each of the officers listed above has been employed by Ford or its subsidiaries in one or more capacities during the past five years.

Prior to joining Ford:

• Sherry House was Vice President, Finance at Ford from June 2024 to January 2025.

She was Chief Financial Officer of Lucid Motors from 2021 to 2023.

She was Treasurer and Head of Investor Relations at Waymo from 2020 to 2021 and Director of Corporate Development from 2019 to 2020.

• Michael Amend was President, Online, at Lowe’s from 2018 to 2021.

1 unchanged sentence

Amend served as Executive Vice President, Omnichannel, at JCPenney.

• Michael Aragon was CEO, MIRROR and EVP lululemonDigital Fitness at lulumelon athletica inc.

from 2022 to 2023.

He continued serving in an advisory role during 2024 following an acquisition of the lululemonDigital Fitness platform by Peloton Interactive, Inc.

From 2017 to 2022, Mr.

Aragon was Chief Content Officer at Twitch Interactive, Inc., a subsidiary of Amazon.com, Inc.

• Alicia Boler Davis was the Chief Executive Officer of Alto Pharmacy, LLC from 2022 to August 2025.

She worked at Amazon.com as Senior Vice President, Global Customer Fulfillment from 2021 to 2022, Senior Team Member from 2020 to 2022, and Vice President, Global Customer Fulfillment from 2019 to 2021.

• Steven Croley was a partner in the Washington, D.C., office of Latham & Watkins from 2017 to 2021.

5 unchanged sentences

Field served as Tesla’s Senior Vice President of Engineering.

• Marin Gjaja was Senior Partner and Managing Director at Boston Consulting Group (“BCG”).

He had been at BCG since 1996.

• Jennifer Waldo was Vice President, People Business Partners at Apple from 2019 to 2022.

1 unchanged sentence

Waldo was Chief Human Resources Officer at GE Digital.

Information About Our Executive Officers (Continued)

• Shengpo “Sam” Wu was Executive Vice President and President, Whirlpool Asia from 2019 until he retired from that position in 2022.

2 unchanged sentences

Wu joined Whirlpool Corporation in 2017 as President, Whirlpool Asia and a member of the company’s Executive Committee.

• Kyle Crockett was Vice President, Controller and Chief Accounting Officer of Carrier Global Corporation from January 2020 to May 2025.

Under our by-laws, executive officers are elected by the Board of Directors at an annual meeting of the Board held for this purpose or by a resolution to fill a vacancy.

Each officer is elected to hold office until a successor is chosen or as otherwise provided in the by-laws.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Stock

Our Common Stock is listed on the New York Stock Exchange in the United States under the symbol F.

As of February 3, 2025, stockholders of record of Ford included approximately 96,223 holders of Common Stock and 3 holders of Class B Stock.

We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our Common Stock is held in “street name” by brokers.

Stock Performance Graph

The information contained in this Stock Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.

The following graph compares the cumulative total shareholder return on our Common Stock with the total return on the S&P 500 Index and the Dow Jones Automobiles & Parts Titans 30 Index for the five year period ended December 31, 2024.

It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends.

Base Period Years Ending

Company/Index 2019 2020 2021 2022 2023 2024

Ford Motor Company

100 96 228 132 153 133

100 118 152 125 158 197

Dow Jones Automobiles & Parts Titans 30

100 151 188 128 170 183

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings