What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-11 compared with 2025-02-06 · 272 added, 260 removed, 705 unchanged (43% of the section changed)

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 6, 2026, stockholders of record of Ford included approximately 92,216 holders of Common Stock and 4 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 Total Return Index for the five year period ended December 31, 2025.

It shows the growth of a $100 investment on December 31, 2020, including the reinvestment of all dividends.

Base Period Years Ending

Company/Index 2020 2021 2022 2023 2024 2025

Ford Motor Company

100 237 137 159 138 197

100 129 105 133 166 196

Dow Jones Automobiles & Parts Titans 30

100 125 85 113 121 149

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

Issuer Purchases of Equity Securities

In the fourth quarter of 2024, we completed an anti-dilutive share repurchase program to offset the dilutive effect of share-based compensation granted during 2024.

The program authorized repurchases of up to 53 million shares of Ford Common Stock.

As shown in the rightmost column of the table below, we do not intend to make any further purchases under this program because its anti-dilutive purpose was fulfilled after purchasing only 36.43 million shares.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly-Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

October 1, 2024 through October 31, 2024 — $ — — 30,270,000

November 1, 2024 through November 30, 2024 13,700,000 10.91 13,700,000 16,570,000

December 1, 2024 through December 31, 2024 — — — 16,570,000 (a)

Total / Average 13,700,000 $ 10.91 13,700,000

(a) The share repurchase program announced February 7, 2024 authorized repurchases of up to 53 million shares of Ford Common Stock.

Although we have repurchased 36.43 million shares and the program was authorized for up to 53 million, we do not intend to make any further purchases under this program because its anti-dilutive purpose has been fulfilled.

We completed no share repurchases during the fourth quarter of 2025.

The table below shows the dividends we paid per share of Common and Class B Stock for each quarterly period in 2024 and 2025:

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(a) In the first quarter of 2024 and 2025, in addition to a regular dividend of $0.15 per share, we paid a supplemental dividend of $0.18 per share and $0.15 per share, respectively.

On February 5, 2025, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.15 per share.

On February 2, 2026, we declared a regular dividend of $0.15 per share.

Subject to legally available funds, we intend to continue to pay a regular quarterly cash dividend on our outstanding Common Stock and Class B Stock.

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Trade Policy.

To the extent governments in various regions implement or intensify barriers to imports, such as erecting tariff or non-tariff barriers or manipulating their currency, and provide advantages to local exporters selling into the global marketplace, there can be a significant negative impact on manufacturers based in other markets.

In addition, as governments consider an expanded use of tariffs as a lever in achieving a balance of trade, this new dynamic could have a substantial adverse effect on our business and the automotive sector.

The new, substantial tariff increases on imports to the United States from Canada and Mexico (in addition to China) announced on February 1, 2025, should they be implemented and sustained for an extended period of time, would have a significant adverse effect, including financial, on the overall automotive industry, Ford, and our supply chain.

We will continue to monitor and address the developing role that geopolitical, climate, and labor concerns are playing in trade relations.

To the extent governments in various regions implement or intensify restrictions or barriers to trade, such as tariff or non-tariff barriers, export controls, currency manipulation, or policies that otherwise favor domestic companies, there can be a significant negative impact on manufacturers based in other markets.

Tariffs implemented to date in the United States and elsewhere have caused significant disruption, increased costs (both directly and indirectly), and uncertainty in the automotive industry, including for Ford, other OEMs, suppliers, and dealers, as well as customers.

Moreover, tariffs implemented or increased in the United States and elsewhere in the future may exacerbate these impacts.

Further, instability in the supply chain exacerbated by tariffs and other industry concerns, such as China’s restriction on the export of rare earth minerals and various components, has resulted in production disruptions and increased costs and heightens the risk of future production disruptions and additional cost increases.

Tariffs have affected and will continue to affect all OEMs, to various degrees.

In 2025, Ford’s gross costs related to tariffs implemented or revised in 2025 was about $3 billion, including the impact of tariff relief, and the net EBIT impact was about $2 billion after offsets.

This relief is subject to periodic approval by the U.S.

Department of Commerce and may be revised based on factors such as U.S.

production and import content levels.

As of December 31, 2025, we recognized a receivable of $974 million reflecting tariffs paid but for which we had not yet received refunds.

Although we have started to receive refunds, the timing for our receipt of refunds is uncertain and is subject to changes in trade policy.

Tariffs, particularly on auto parts for U.S.

assembly, if sustained for an extended period of time, will have a significant adverse effect on U.S.

production and the overall automotive industry.

For additional information regarding the impact and potential impact of trade policy and tariffs on our business, see the Outlook section on page 74 of this Report and Item 1A.

Risk Factors.

Production and Supply Chain.

We continued to see improved supply chain throughput in 2024 resulting from improved resilience to short term disruptions.

However, production constraints due to capacity and labor shortages remain as we adjust to shifting market conditions and balance our production mix, and the increased tariffs announced on February 1, 2025 and any additional tariffs, as discussed above, could have a significant impact on our supply chain and, in turn, our production.

Market volatility and shifting global supply chains have continued to create some production constraints, though conditions have improved from the immediate post-COVID period.

As we adjust to shifting market conditions and balance our production mix, continued uncertainty with regard to current and future levels of tariffs, as discussed above, could have a significant impact on our supply chain and, in turn, our production.

We continue to reevaluate our supply base and sourcing decisions and may in the future incur charges to improve flexibility and cost competitiveness.

In September 2025 and November 2025, fires at a Novelis Inc.

plant in New York disrupted operations at the facility.

Novelis is a major aluminum supplier to Ford, and since the initial fire occurred, we have been working closely with Novelis to address the situation and exploring potential alternative sources of aluminum.

We have also sought mitigating actions to minimize potential disruptions to our operations.

Although the ultimate impact on Ford is uncertain, we experienced lower production in the fourth quarter of 2025 driven by the Novelis fires, which we expect to recover partially in 2026.

For more information regarding the impact and potential impact of the Novelis fires on our business, see the Outlook section on page 74 of this Report.

Risk Factors for additional discussion of the risks related to disruptions to Ford’s and Ford’s suppliers’ production and operations.

Electric Vehicle Market.

Although we are investing in our EV strategy, we anticipate that the EV market will continue to evolve.

To date, we have observed lower-than-anticipated industrywide EV adoption rates due to changes in consumer sentiment, competitive dynamics, legal and policy changes, and significant developments in vehicle pricing dynamics, among other factors that we continue to monitor.

The trend may be further exacerbated as policy changes in the United States have reduced or eliminated supply- and demand-side EV incentives, which may further slow the adoption of EVs.

Moreover, potentially significant reductions in the stringency of federal emissions and fuel economy standards and federal legislation that eliminated the authority of California and other states to implement and enforce their most stringent emissions standards and zero-emission vehicle sales requirements, and other actions that may be forthcoming, may add to the disruption of the market for EVs in the United States, our largest market.

These developments, which may continue to affect the pace of EV adoption, could extend the period of underutilization of EV production capacity across the industry.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

This environment has led us, and may in the future lead us, to adjust our investments, spending, production, and product and future technology launches to better match the pace of EV adoption.

As a result of the lower-than-anticipated adoption rates, near-term pricing pressures, and other factors, we have recorded and may continue to incur charges related to payments to our EV-related suppliers (battery, raw material, or otherwise), inventory adjustments, impairments, or other matters.

For example, in 2024, we announced the cancellation of an all-electric three-row SUV program.

The impact of that cancellation also resulted in changes to future technology and product launches.

Through December 31, 2025, we incurred expenses of $2.4 billion related to these actions, all of which we reported as special items.

Although we do not expect to incur significant additional expenses, cash payments related to these actions will continue through 2026.

In December 2025, we announced our decision to rationalize our EV manufacturing capacity and product roadmap, including cancelling three previously planned EVs and ending production of the current generation F-150 Lightning EV.

As a result of the challenges facing the EV market and the decisions we made in response to those challenges, we recorded the following charges as special items:

an $8.4 billion pre-tax non-cash impairment charge, including goodwill, for our Model e long-lived assets;

$1.1 billion of non-cash asset write-downs related to the EV program cancellations described above;

and $1.2 billion of other charges to be paid in cash (primarily related to contractual commitments related to those programs).

We may incur additional expenses and cash expenditures of up to about $4 billion related to these actions and will recognize those charges in the quarter they are incurred as a special item.

In addition, in December 2025, Ford, SK On Co., Ltd., and SK Battery America, Inc., and BlueOval SK, LLC (“BOSK”) entered into a Joint Venture Disposition Agreement (“JVDA”), pursuant to which our membership interest in BOSK will be redeemed, and a Ford subsidiary will receive BOSK’s two Kentucky plants and related assets, and will assume the related liabilities.

The value of the liabilities assumed is expected to exceed the value of the assets received;

accordingly, we do not expect to recover the carrying amount of our investment in BOSK.

Therefore, in the fourth quarter of 2025, we recorded a $3.2 billion pre-tax non-cash impairment charge as a special item.

Upon closing of the transactions contemplated by the JVDA (expected in the first half of 2026), we expect to recognize additional special item charges of about $3 billion, which includes about $500 million of cash expenditures.

For additional information about BOSK and the JVDA, see Note 23 of the Notes to the Financial Statements.

In total, in the fourth quarter of 2025, we recorded about $13.8 billion of charges related to our updated EV strategy and the expected disposition of our BOSK investment.

These regulatory and market dynamics may continue to occur, which could have a substantial adverse impact on our results of operations and/or business, including our investments in supply, production capacity, and equity method investments.

Further, the pace of EV adoption and slower-than-anticipated development of the EV market may impact our strategy to comply with regulatory emissions and fuel economy standards and zero-emission vehicle requirements.

Although recent actions taken and expected to be taken in the United States and elsewhere may eliminate or reduce the stringency of such standards, if consumers do not purchase our EVs and other highly fuel-efficient vehicles in sufficient numbers, it may be difficult for Ford to meet applicable environmental standards in certain markets and may force us to take various product-led actions (e.g., curtailing the production and sale of certain internal combustion vehicles) that could have substantial adverse effects on our sales volume and operations and/or purchase compliance credits from third parties.

For additional discussion of the impact of changes in the EV market to our business, and the risks related thereto, see the “Governmental Standards” discussion in “Item 1.

Business” and “Item 1A.

Risk Factors” above.

Currency Exchange Rate Volatility.

Globally, central banks have begun shifting from tightening policy by raising interest rates to holding rates steady or, in several markets, beginning to cut rates.

As they do, they need to carefully balance the risk that inflation remains elevated against the heightened financial and economic risks associated with high interest rates.

Although a few global central banks have raised interest rates recently, most remain in the process of lowering policy rates that had been elevated in order to address inflation concerns.

As these policy rates shift, central banks need to carefully balance the risk that inflation remains elevated against the heightened financial and economic risks associated with high interest rates.

This is notable for many emerging markets, which may also face increased exposure to commodity prices and political instability, contributing to unpredictable movements in the value of their exchange rates.

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However, in some markets, exchange rates are heavily influenced or controlled by governments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Pricing Pressure.

Despite vehicle pricing remaining elevated over the last year due to strong demand, supply shortages, and inflationary costs, we have already observed some declines in new and used vehicle prices as auto production recovers from the semiconductor shortage, but it is unclear whether prices will decline fully to pre-COVID-19 pandemic levels.

Despite vehicle pricing remaining elevated over the last year due to strong demand, lingering supply shortages, tariffs, and inflationary costs, we have already observed some declines in new and used vehicle prices, especially in the EV segment, but it is unclear whether industry prices will decline fully to pre-COVID-19 pandemic levels as costs remain elevated.

Intense competition and excess capacity are likely to put downward pressure on inflation-adjusted prices, including increased marketing incentives, for similarly contented vehicles and contribute to a challenging pricing environment for the automotive industry in most major markets.

Electric Vehicle Market.

Although we continue to invest in our electric vehicle strategy, we have observed lower-than-anticipated industrywide electric vehicle adoption rates and near-term pricing pressures, which has led us, and may in the future lead us, to adjust our spending, production, and/or product launches to better match the pace of electric vehicle adoption.

In 2024, we recorded $1.2 billion of expenses related to the cancellation of a previously announced all-electric three-row SUV program.

We may incur additional expenses and cash expenditures of about $700 million related to the cancellation, the majority of which we expect to record by the first half of 2025.

Further, significant unexpected changes in the EV demand environment have led, and may in the future lead, to incremental competitive pricing actions, and we may continue to incur expenses related to payments to our electric vehicle-related suppliers (battery, raw material, or otherwise), asset write-downs, or other matters.

These market dynamics may continue to occur, which could have a substantial impact on our business, including our investments in supply and production capacity.

In addition, policy change in the United States could reduce or eliminate supply- and demand-side incentives, resulting in slower adoption of EVs.

Further, the pace of EV adoption could force Ford to take various product-led actions (e.g., curtailing the production and sale of certain internal combustion vehicles) that could have substantial adverse effects on our sales volume and operations.

Risk Factors for additional discussion of the risks related to lower-than-anticipated electric vehicle volumes and our planned transition to a greater mix of electric vehicles.

Commodity and Energy Prices.

Prices for commodities remain volatile.

Spot prices for various commodities have recently diverged somewhat, as weakening in global industrial activity mitigates price increases for base metals such as steel and aluminum, while precious metals (e.g., palladium), and raw materials that are used in batteries for electric vehicles (e.g., lithium, cobalt, and nickel) have declined from historic highs but remain elevated.

The net impact on us and our suppliers has been higher material costs overall.

To help ensure supply of raw materials for critical components (e.g.,

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

batteries), we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.

Similar dynamics are impacting energy markets, with Europe particularly exposed to the risk of both higher prices and constraints on supply of natural gas due to the ongoing conflict in Ukraine.

Such shortages may impact facilities operated by us or our suppliers, which could have an impact on us in Europe and other regions.

Spot prices for various commodities have recently diverged, as weakening global EV demand mitigates price increases for battery-related commodities, while base metals such as steel and aluminum face tariff-related impacts, and precious metals (e.g., palladium) also remain at elevated price levels due to geopolitical uncertainty and other factors.

Overall, the net impact on us and our suppliers has been higher material costs.

To help ensure supply of raw materials for critical components, we, like others in the industry, have entered into multi-year sourcing agreements and may enter into additional agreements.

In the long term, the outcome of de-carbonization and electrification of the vehicle fleet may depress oil demand, but geopolitical dynamics and the global energy transition will also contribute to ongoing volatility of oil and other energy prices.

Inflation and Interest Rates.

We continue to see lingering impacts on our business due to inflation, including ongoing geopolitical volatility, driving up labor costs, freight premiums, and other operating costs above historical rates.

Although headline inflation in the United States and Europe appears to have peaked, core inflation (excluding food and energy prices) remains elevated and is a source of continued cost pressure on businesses and households.

Interest rates have increased significantly and are only now beginning to decline, as central banks in developed countries attempted to subdue inflation while government deficits and debt remain at high levels in many global markets.

Accordingly, the eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.

At Ford Credit, rising interest rates may impact its ability to source funding and offer financing at competitive rates, which could reduce its financing margin.

Vehicle Profitability.

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For example, in Ford Blue, our larger, more profitable vehicles had an average contribution margin that was 153% of our total average contribution margin across all vehicles, whereas our smaller vehicles had significantly lower contribution margins.

In addition, government regulations aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

Inflation and Interest Rates.

We continue to see lingering impacts on our business due to inflation, including ongoing geopolitical volatility, driving up energy prices, freight premiums, and other operating costs above normal rates.

Interest rates have increased significantly and are only now beginning to reverse, as central banks in developed countries attempted to subdue inflation while government deficits and debt remain at high levels in many global markets.

At Ford Credit, rising interest rates may impact its ability to source funding and offer financing at competitive rates, which could reduce its financing margin.

In addition, government regulations in certain markets aimed at reducing emissions and increasing fuel efficiency (e.g., ZEV mandates and low emission zones), and other factors that accelerate the transition to electrified vehicles, may increase the cost of vehicles by more than the perceived benefit to consumers and dampen margins.

Company excluding Ford Credit revenue is generated primarily by sales of vehicles, parts, accessories, and services from our Ford Blue, Ford Model e, and Ford Pro segments.

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revenue related to other future or stand-ready performance obligations is generally recognized on a straight-line basis over the period in which services are expected to be performed.

We also earn income from operating lease assets, primarily vehicles, and record the income on a straight-line basis over the term of the lease agreement.

Vehicles sold to daily rental car companies with an obligation to repurchase at an agreed upon amount, exercisable at the option of the customer, are accounted for as operating leases.

We also earn income from other operating lease assets, primarily vehicles, and record the income on a straight-line basis over the term of the lease agreement.

Proceeds from the sale of vehicles at auction are recognized in revenue upon transfer of control of the vehicle to the buyer.

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Revenue from operating leases is recognized on a straight-line basis over the term of the lease.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Transactions between Ford Credit and our other segments occur in the ordinary course of business.

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See Note 1 of the Notes to the Financial Statements for a more detailed discussion of transactions between Ford Credit and our other segments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Costs and Expenses

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Specifically, we include in cost of sales each of the following:

material costs (including commodity costs);

freight costs;

material costs (including commodity and component costs);

freight and duty (including tariff) costs;

warranty, including product recall costs;

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• Contribution Costs – these costs typically vary with production volume.

These costs include material (including commodity), warranty, and freight and duty costs.

These costs include material (including commodity and component), warranty, and freight and duty (including tariff) costs.

• Structural Costs – these costs typically do not have a directly proportionate relationship to production volume.

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We consider certain structural costs to be a direct investment in future growth and revenue.

For example, structural costs are necessary to grow our business and improve profitability, invest in new products and technologies, respond to increasing industry sales volume, and grow our market share.

For example, structural costs are necessary to grow our business and improve profitability, invest in new products, technologies, and services, respond to increasing industry sales volume, and grow our market share.

Cost of sales and Selling, administrative, and other expenses for full year 2025 were $185.3 billion.

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RESULTS OF OPERATIONS - 2025

The net income attributable to Ford Motor Company was $5,879 million in 2024.

The net loss attributable to Ford Motor Company was $8,182 million in 2025.

Company adjusted EBIT was $6,780 million.

Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT.

These items are discussed in more detail in Note 25 of the Notes to the Financial Statements.

We report special items separately to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when considering the trend of ongoing operating results.

These items are discussed in more detail under “Non-GAAP Financial Measures That Supplement GAAP Measures” on page 77 and in Note 25 of the Notes to the Financial Statements.

We report special items separately to allow investors analyzing our results to identify certain infrequent significant items that they may wish to exclude when analyzing ongoing operating results.

Our pre-tax and tax special items were as follows (in millions):

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North America Hourly Buyouts (260) —

China (958) (16)

Other (a) (87) —

Subtotal Restructuring $ (992) $ (736)

EV program cancellation $ — $ (1,200)

Transit Connect customs matter (396) —

Model e asset impairment and EV program cancellations $ — $ (10,657)

BOSK JV disposition — (3,173)

All-electric three-row SUV program cancellation and resulting actions (1,200) (1,198)

Fuel injector field service action — (521)

Ford share of equity method investment's asset impairment/other — (285)

Ford share of BOSK's asset write-down/other — (225)

Legal matter — (114)

Gain on investment in equity security — 276

Extended Oakville Assembly Plant changeover (181) —

EV program dispute (143) 19

Other (including gains/(losses) on investments) (188) 22

Subtotal Other Items $ (1,340) $ (15,897)

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Total EBIT Special Items $ (1,860) $ (17,356)

Provision for/(Benefit from) tax special items (b) $ (1,273) $ (323)

(a) 2023 includes $28 million related to restructuring charges in India and $41 million in North America.

(b) Includes related tax effect on special items and tax special items.

We recorded $1,860 million of pre-tax special item charges in 2024, primarily reflecting a write-down of certain product specific assets and other expenses related to the cancellation of a previously planned all-electric three-row SUV program, continued ongoing restructuring actions in Europe, and buyouts for hourly employees in North America.

Pension and OPEB remeasurement was a partial offset.

Provision for/(Benefit from) tax special items (a) $ (323) $ (4,775)

(a) Includes related tax effect on special items and tax special items.

We recorded $17,356 million of pre-tax special item charges in 2025, primarily reflecting a Model e asset impairment, asset write-downs and other charges due to EV program cancellations, and an impairment of our investment in BOSK related to the BOSK JV disposition.

For additional information, see Notes 13, 14, and 23 of the Notes to the Financial Statements.

Charges related to the all-electric three-row SUV program cancellation and resulting actions, ongoing restructuring actions in Europe, a field service action for fuel injectors, and pension and OPEB remeasurement were also recorded as special items in 2025.

We recorded a $4.8 billion benefit from tax special items in 2025, primarily reflecting the impact of the special items above and a net benefit of $1.5 billion associated with the release of valuation allowances resulting from improvements in our South American and South Asian operations, offset partially by non-cash charges to deferred tax assets of $0.5 billion associated with resolving transfer pricing matters in certain non-U.S.

operations and $0.4 billion to recognize the impact of tax legislation enacted in Germany.

In Note 25 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments.

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(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

In 2024, our diluted earnings per share of Common and Class B Stock was $1.46 and our diluted adjusted earnings per share was $1.84.

Net income/(loss) margin was 3.2% in 2024, up from 2.5% a year ago.

In 2025, our diluted earnings per share of Common and Class B Stock was a loss of $2.06 and our diluted adjusted earnings per share was $1.09.

Net income/(loss) margin was negative 4.4% in 2025, down from 3.2% a year ago.

Company adjusted EBIT margin was 3.6% in 2025, down from 5.5% a year ago.

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Ford Pro 9,007 6,843 (2,164)

Ford Next (138) (50) 88

Ford Credit 1,654 2,557 903

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(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

The year-over-year increase of $1,532 million in net income/(loss) in 2024 was primarily driven by lower special items and higher Ford Pro EBIT, offset partially by lower Ford Blue EBIT and higher taxes.

The lower year-over-year special items primarily reflect the non-recurrence of a pension and OPEB remeasurement loss in 2023, a pension remeasurement gain in 2024, and lower year-over-year restructuring related charges, offset partially by expenses related to the three-row SUV EV program cancellation.

The year-over-year decrease of $208 million in Company adjusted EBIT primarily reflects lower Ford Blue and Model e EBIT, offset partially by higher Ford Pro EBIT and Ford Credit EBT.

The year-over-year decrease of $14,061 million in net income/(loss) in 2025 was primarily driven by higher special items and lower Ford Blue and Ford Pro EBIT, offset partially by lower taxes.

The higher year-over-year special items primarily reflect the Model e asset impairment and EV program cancellations as well as the BOSK JV disposition.

The year-over-year decrease of $3,428 million in Company adjusted EBIT primarily reflects lower Ford Blue and Ford Pro EBIT, including the impact of new and revised tariffs, offset partially by higher Ford Credit EBT and improved Model e EBIT.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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2025 Full Year EBIT

In 2024, Ford Blue’s wholesales decreased 2% from a year ago, driven primarily by the end of production of the Fiesta in Europe and the Edge in North America, offset partially by higher Ranger and Bronco wholesales.

Full year 2024 revenue is flat year over year, primarily reflecting favorable currency-related pricing in South America and higher outside component sales revenue, offset by unfavorable exchange resulting from a stronger U.S.

In 2025, Ford Blue’s wholesales decreased 5% from a year ago, primarily driven by lower wholesales in North America including a planned reduction in dealer stocks resulting in lower wholesales across multiple nameplates and lower F-150 wholesales driven by a disruption in aluminum supply.

Lower sales at our joint ventures in China also contributed to the decrease.

Full year 2025 revenue decreased 1%, reflecting lower wholesales offset partially by favorable net pricing and mix.

Ford Blue’s 2025 full year EBIT was $3,024 million, a decrease of $2,245 million from a year ago, with an EBIT margin of 3.0%.

The lower EBIT was driven primarily by unfavorable exchange, adverse mix (primarily supplier-related constraints and fewer F-150s due to the new model launch) and lower wholesales, and higher cost (including higher material cost for new products and higher warranty costs).

Higher currency-related pricing in South America was a partial offset.

The lower EBIT was primarily driven by lower volume, including the impact of the disruption in aluminum supply, higher tariff-related costs, and adverse exchange.

Favorable net pricing and lower material and warranty costs were partial offsets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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Net Pricing (7)

Exchange (112)

2025 Full Year EBIT

In 2024, Ford Model e’s wholesales decreased 9% from a year ago, reflecting lower Mustang Mach-E and F-150 Lightning wholesales due to competitive market conditions, offset partially by the introduction of the Explorer BEV and Capri in Europe.

Full year 2024 revenue decreased 35%, driven primarily by lower net pricing and lower wholesales.

Ford Model e’s 2024 full year EBIT loss was $5,076 million, a $375 million higher loss than a year ago, with an EBIT margin of negative 131.8%.

The lower EBIT was primarily driven by lower net pricing due to industrywide competitive pressures, offset partially by lower costs (including battery-related raw material costs as well as other material costs and lower engineering and warranty expense).

In 2025, Ford Model e’s wholesales increased 69% from a year ago, primarily reflecting higher wholesales in Europe, including a full year of production of the Explorer and Capri and the introduction of the Puma Gen-E.

Full year 2025 revenue increased 73%, driven by the higher wholesales.

Ford Model e’s 2025 full year EBIT loss was $4,806 million, a $299 million improvement from a year ago, with an EBIT margin of negative 72.1%.

The improved EBIT was primarily driven by higher volume and lower costs.

The lower costs include lower material cost, which more than offset increased tariff-related costs and volume-related manufacturing costs.

Ford Pro Segment

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2025 Full Year EBIT

In 2024, Ford Pro’s wholesales increased 9% from a year ago, primarily reflecting higher sales of Super Duty and the Transit family of vehicles, offset partially by the end of production of the Edge in North America for fleet customers (including daily rental).

Full year 2024 revenue increased 15%, driven by higher wholesales, favorable mix, and higher net pricing.

Ford Pro’s 2024 full year EBIT was $9,015 million, an increase of $1,793 million from a year ago, with an EBIT margin of 13.5%.

The EBIT improvement was driven by favorable market factors.

Higher cost was a partial offset, including material costs (primarily new product-related and the impact of inflation at our Ford Otosan joint venture in Türkiye), higher warranty costs, and higher growth-related structural costs.

In 2025, Ford Pro’s wholesales decreased 1% from a year ago, primarily reflecting lower industry volume in Europe and the impact of a disruption in aluminum supply, offset partially by higher daily rental volume in North America.

Full year 2025 revenue decreased 1%, driven by moderated pricing across fleets (including daily rental), offset partially by favorable exchange.

Ford Pro’s 2025 full year EBIT was $6,843 million, a decrease of $2,164 million from a year ago, with an EBIT margin of 10.3%.

The lower EBIT was primarily driven by unfavorable fleet pricing (including daily rental), unfavorable mix, and higher tariff-related costs.

Excluding tariffs, cost improved year-over-year, driven by lower material and warranty costs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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◦ Net Pricing – primarily measures EBIT variance driven by changes in wholesale unit prices to dealers and marketing incentive programs such as rebate programs, low-rate financing offers, special lease offers, and stock adjustments on dealer inventory

◦ Contribution Costs – primarily measures EBIT variance driven by per-unit changes in cost categories that typically vary with volume, such as material costs (including commodity and component costs), warranty expense, and freight and duty costs

◦ Structural Costs – primarily measures EBIT variance driven by absolute change in cost categories that typically do not have a directly proportionate relationship to production volume.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Next Segment

In 2024, the Ford Next segment primarily included expenses and investments for emerging business initiatives aimed at creating value for Ford in vehicle-adjacent market segments.

As of January 1, 2025, Ford Next is no longer a reportable segment, and those expenses and investments are reflected in either the reportable segments that benefit from those expenses and investments or Corporate Other.

Our Ford Next segment EBIT loss in 2024 was $50 million, an $88 million improvement from a year ago.

Ford Next has evolved from primarily investing in the development of autonomous vehicle capabilities to focus exclusively on incubating and launching new businesses creating strategic value for Ford.

Ford Credit Segment

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retail financing only.

36-month off-lease auction values at full year 2024 mix.

portfolio off-lease auction values at full year 2025 mix.

Change in EBT by Causal Factor (in millions)

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2025 Full Year EBT

Total net receivables at December 31, 2024 were $10.4 billion higher than a year ago, reflecting higher consumer and non-consumer financing and a larger lease portfolio.

Ford Credit’s total net receivables at December 31, 2025 of $146.3 billion were 2% higher than a year ago, explained primarily by a larger operating lease portfolio and exchange, offset partially by lower non-consumer financing.

The 2025 U.S.

retail loss-to-receivables ratio of 59 basis points increased from a year ago, reflecting increased loss severity and higher repossessions.

Ford Credit’s U.S.

36-month auction values for off-lease vehicles were down 4% from a year ago.

Ford Credit’s 2024 EBT of $1,654 million was $323 million higher than a year ago, explained primarily by higher financing margin and favorable volume and mix, offset partially by higher operating lease depreciation, reflecting higher return rates and lower expected auction values, and higher retail credit losses.

auction values for off-lease vehicles increased 3% from a year ago, reflecting industrywide low used vehicle supply and high demand.

Ford Credit’s 2025 EBT of $2.6 billion was $0.9 billion higher than a year ago, explained primarily by higher financing margin, higher receivables, and a favorable derivative market valuation adjustment (included in Other).

Higher credit losses and charges related to an industrywide review by the U.K.

Financial Conduct Authority into the historical use of dealer commissions (also included in Other) were partial offsets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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Corporate Other

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities (excluding gains and losses on investments in equity securities), and foreign exchange derivatives gains and losses associated with intercompany lending.

Corporate Other primarily includes corporate governance expenses, past service pension and OPEB income and expense, interest income (excluding Ford Credit interest income and interest earned on our extended service contract portfolio) and gains and losses from our cash, cash equivalents, and marketable securities, and foreign exchange derivatives gains and losses associated with intercompany lending.

Corporate governance expenses are primarily administrative, delivering benefit on behalf of the global enterprise, that are not allocated to operating segments.

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For full year 2025, Corporate Other had a $838 million EBIT loss, compared with a $617 million EBIT loss in 2024.

The EBIT improvement was driven by lower corporate governance expenses and higher Company excluding Ford Credit interest income.

The lower EBIT was driven by higher corporate governance expenses offset partially by higher Company excluding Ford Credit interest income.

Interest on Debt

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Our full year 2025 interest expense on Company debt excluding Ford Credit was $1,254 million, compared with $1,115 million in 2024.

Our Provision for/(Benefit from) income taxes for full year 2024 was a provision of $1,339 million, resulting in an effective tax rate of 18.5%.

Our Provision for/(Benefit from) income taxes for full year 2025 was a benefit of $3,668 million, resulting in an effective tax rate of 31.0%.

This rate was impacted by a net benefit of $1,538 million associated with the release of valuation allowances resulting from improvements in our South American and South Asian operations, offset partially by a non-cash charge of $424 million to deferred tax assets to recognize the impact of tax legislation enacted in Germany, and a non-cash charge of $471 million to deferred tax assets associated with resolving transfer pricing matters in certain non-U.S.

The foregoing were treated as special items.

Our full year 2025 adjusted effective tax rate, which excludes special items, was 20.0%.

On July 4, 2025, P.L.

119-21 (otherwise known as the “One Big Beautiful Bill Act”) was signed into law.

We have analyzed the provisions within the act and determined there was no material impact on our 2025 consolidated financial statements.

We regularly review our organizational structure and income tax elections for affiliates in non-U.S.

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Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT.

These items are discussed in more detail in Note 25 of the Notes to the Financial Statements.

These items are discussed in more detail under “Non-GAAP Financial Measures That Supplement GAAP Measures” on page 77 and in Note 25 of the Notes to the Financial Statements.

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Restructuring (by Geography)

China $ (380) $ (958)

Europe $ (978) $ (716)

Ford Credit - Brazil (155) —

North America Hourly Buyouts — (260)

China (958) (16)

Other (a) (87) —

Subtotal Restructuring $ (2,023) $ (992)

Gain/(loss) on Rivian investment

$ (7,377) $ (31)

AV strategy including Argo impairment (2,812) —

All-electric three-row SUV program cancellation and resulting actions $ — $ (1,200)

Transit Connect customs matter (396) —

Russia suspension of operations/asset write-off (158) —

Patent matters related to prior calendar years (124) 8

Extended Oakville Assembly Plant changeover — (181)

EV program dispute (143) 19

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Pension and OPEB remeasurement $ (2,058) $ 687

Pension settlements and curtailments (438) (339)

Pension settlements, curtailments, and separations costs (339) (215)

Subtotal Pension and OPEB Gain/(Loss) $ (2,397) $ 472

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(a) 2023 includes $28 million related to restructuring charges in India and $41 million in North America.

2023 includes $28 million related to restructuring charges in India and $41 million in North America.

(b) Includes related tax effect on special items and tax special items.

We recorded $5.1 billion of pre-tax special item charges in 2023, driven primarily by pension and OPEB remeasurement, restructuring actions in Europe and China, and the Transit Connect customs matter.

Pension and OPEB remeasurement was a partial offset.

In Note 25 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments.

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In 2024, our diluted earnings per share of Common and Class B Stock was $1.46 and our diluted adjusted earnings per share was $1.84.

Net income/(loss) margin was 2.5% in 2023, up from negative 1.3% in 2022.

Net income/(loss) margin was 3.2% in 2024, up from 2.5% in 2023.

Company adjusted EBIT margin was 5.5% in 2024, down from 5.9% in 2023.

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Ford Pro 7,217 9,007 1,790

Ford Next (926) (138) 788

Ford Credit 1,331 1,654 323

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(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

The year-over-year increase of $6.3 billion in net income/(loss) in 2023 was primarily driven by the non-recurrences of the mark-to-market net loss on our Rivian investment and the impairment on our Argo investment (both of which were included in special items in 2022), partially offset by a pension and OPEB remeasurement loss and higher charges for restructuring actions in Europe and China.

The flat year-over-year Company adjusted EBIT primarily reflected higher Ford Pro and Ford Blue EBIT and a lower EBIT loss in Ford Next.

Offsets included higher EBIT losses in Ford Model e, lower past service pension and OPEB income in Corporate Other, and lower Ford Credit EBT.

The year-over-year decrease of $208 million in Company adjusted EBIT primarily reflects lower Ford Blue and Model e EBIT, offset partially by higher Ford Pro EBIT and Ford Credit EBT.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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2024 Full Year EBIT

In 2023, Ford Blue’s wholesales increased 3% from 2022, primarily reflecting an improvement in production-related supply constraints, offset partially by ceasing production of EcoSport and Fiesta small vehicles and production losses during the UAW strike.

Full year 2023 revenue increased 8%, driven by higher wholesales, favorable mix, and higher net pricing, offset partially by weaker currencies.

Ford Blue’s 2023 full year EBIT was $7.5 billion, an increase of $615 million from 2022, with an EBIT margin of 7.3%.

The EBIT improvement was driven primarily by favorable mix, lower commodity costs, higher wholesales and net pricing.

Partial offsets primarily included higher warranty costs (reflecting inflationary cost pressures and increased field service actions), higher material costs related to new products, higher structural costs and supplemental compensation (including the impact of the UAW collective bargaining agreement), and weaker currencies.

In 2024, Ford Blue’s wholesales decreased 2% from 2023, driven primarily by the end of production of the Fiesta in Europe and the Edge in North America, offset partially by higher Ranger and Bronco wholesales.

Full year 2024 revenue was flat year over year, primarily reflecting favorable currency-related pricing in South America and higher outside component sales revenue, offset by unfavorable exchange resulting from a stronger U.S.

Ford Blue’s 2024 full year EBIT was $5,269 million, a decrease of $2,184 million from 2023, with an EBIT margin of 5.2%.

Higher currency-related pricing in South America was a partial offset.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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Net Pricing (1,575)

Exchange (112)

2024 Full Year EBIT

In 2023, Ford Model e’s wholesales increased 20% from 2022, primarily reflecting higher production of F-150 Lightning.

Full year 2023 revenue increased 12%, driven by higher wholesales, offset partially by lower net pricing.

Ford Model e’s 2023 full year EBIT loss was $4.7 billion, a $2.6 billion higher loss than in 2022, with an EBIT margin of negative 79.7%.

The EBIT deterioration was primarily driven by lower net pricing, higher material cost (including volume-related obligations for batteries of about $310 million, inflationary cost increases, and higher launch-related supplier costs), higher volume/capacity-related manufacturing and spending-related costs, higher warranty costs, and higher engineering costs for future programs, offset partially by lower commodity costs and stronger currencies.

In 2024, Ford Model e’s wholesales decreased 9% from 2023, reflecting lower Mustang Mach-E and F-150 Lightning wholesales due to competitive market conditions, offset partially by the introduction of the Explorer BEV and Capri in Europe.

Full year 2024 revenue decreased 35%, driven primarily by lower net pricing and lower wholesales.

Ford Model e’s 2024 full year EBIT loss was $5,105 million, a $327 million higher loss than in 2023, with an EBIT margin of negative 132.3%.

Ford Pro Segment

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2024 Full Year EBIT

In 2023, Ford Pro’s wholesales increased 6% from 2022, primarily reflecting an improvement in production-related supply constraints, offset partially by production losses during the UAW strike.

Full year 2023 revenue increased 19%, driven by higher net pricing and wholesales, offset partially by unfavorable mix.

Ford Pro’s 2023 full year EBIT was $7.2 billion, an increase of $4.0 billion from 2022, with an EBIT margin of 12.4%.

The EBIT improvement was driven by higher net pricing, lower commodity costs, and higher wholesales.

Partial offsets primarily included higher material costs (related to inflationary cost pressures, new products, and about $80 million of volume-related obligations for batteries), higher warranty costs (reflecting inflationary cost pressures and increased field service actions), and higher structural costs (including volume-related) and supplemental compensation (including the impact of the UAW collective bargaining agreement).

In 2024, Ford Pro’s wholesales increased 9% from 2023, primarily reflecting higher sales of Super Duty and the Transit family of vehicles, offset partially by the end of production of the Edge in North America for fleet customers (including daily rental).

Full year 2024 revenue increased 15%, driven by higher wholesales, favorable mix, and higher net pricing.

Ford Pro’s 2024 full year EBIT was $9,007 million, an increase of $1,790 million from 2023, with an EBIT margin of 13.5%.

The EBIT improvement was driven by favorable market factors.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Ford Next Segment

In our Ford Next segment, our 2023 EBIT loss was $138 million, a $788 million improvement from 2022.

Ford Credit Segment

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retail financing only.

36-month off-lease auction values at full year 2024 mix.

portfolio off-lease auction values at full year 2025 mix.

Change in EBT by Causal Factor (in millions)

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2024 Full Year EBT

Total net receivables at December 31, 2023 were 9% higher than at December 31, 2022, primarily reflecting higher consumer and non-consumer financing and currency exchange rates, offset partially by fewer operating leases.

Total net receivables at December 31, 2024 were $10.4 billion higher than at December 31, 2023, reflecting higher consumer and non-consumer financing and a larger lease portfolio.

Ford Credit’s U.S.

36-month auction values for off-lease vehicles were down 7% from 2022.

Ford Credit’s 2023 EBT of $1,331 million was $1,326 million lower than 2022, reflecting lower financing margin, the non-recurrence of supplemental depreciation and credit loss reserve releases, lower lease residual performance, unfavorable derivative market valuation, and higher credit losses.

auction values for off-lease vehicles were down 4% from the prior year.

Ford Credit’s 2024 EBT of $1,654 million was $323 million higher than in 2023, explained primarily by higher financing margin and favorable volume and mix, offset partially by higher operating lease depreciation, reflecting higher return rates and lower expected auction values, and higher retail credit losses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Corporate Other

For full year 2023, Corporate Other had a $760 million EBIT loss, compared with $748 million of positive EBIT in 2022.

The EBIT deterioration was driven by lower past service pension and OPEB income, partially offset by higher Company excluding Ford Credit interest income, reflecting higher interest rates.

For full year 2024, Corporate Other had a $617 million EBIT loss, compared with an $807 million EBIT loss in 2023.

The EBIT improvement was driven by lower corporate governance expenses and higher Company excluding Ford Credit interest income.

Interest on Debt

Our full year 2023 interest expense on Company debt excluding Ford Credit was $1,302 million, $43 million higher than in 2022.

Our Provision for/(Benefit from) income taxes for full year 2023 was a $362 million benefit, resulting in an effective tax rate of negative 9.1%.

This includes benefits arising from U.S.

research tax credits and legal entity restructuring within our leasing operations and China.

Our full year 2024 interest expense on Company debt excluding Ford Credit was $1,115 million, compared with $1,302 million in 2023.

Our Provision for/(Benefit from) income taxes for full year 2024 was a provision of $1,339 million, resulting in an effective tax rate of 18.5%.

Our full year 2024 adjusted effective tax rate, which excludes special items, was 18.3%.

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LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2024, total balance sheet cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $38.6 billion.

At December 31, 2025, total cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $38.9 billion.

We consider our key balance sheet metrics to be:

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Liquidity 46.7 49.8

Debt (19.9) (20.7)

Cash Net of Debt 8.9 7.9

Debt (excluding finance leases) (19.9) (21.0)

Cash Net of Debt (excluding finance leases) 8.7 7.7

Pension Funded Status ($B)

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We expect to have periods when we will be above or below this amount due to:

(i) future cash flow expectations, such as for investments in future opportunities, capital investments, debt maturities, pension contributions, or restructuring requirements, (ii) short-term timing differences, and (iii) changes in the global economic or operating environment.

(i) future cash flow expectations, such as for investments in future business opportunities, capital investments, debt maturities, pension contributions, or restructuring requirements, (ii) short-term timing differences, and (iii) changes in the global economic or operating environment.

Our Company cash investments primarily include U.S.

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Material Cash Requirements.

Our material cash requirements include:

• Capital expenditures (for additional information, see the “Changes in Company Cash” section below) and other payments for engineering, software, product development, and implementation of our plans for electric vehicles

• Purchases of raw materials and components to support the manufacturing and sale of vehicles (including electric vehicles), parts, and accessories (for additional information, see the Aggregate Contractual Obligations table and the accompanying description of our “Purchase obligations” below)

Our material cash requirements may include:

• Purchases of raw materials and components to support the manufacturing and sale of vehicles (including electrified vehicles), parts, accessories, and payment of tariffs (for additional information, see the description of our “purchase obligations” below)

• Purchases of regulatory compliance credits

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• Payments for warranty and field service actions (for additional information, see Note 24 of the Notes to the Financial Statements)

• Debt repayments (for additional information, see the Aggregate Contractual Obligations table below and Note 18 of the Notes the Financial Statements)

• Debt repayments including finance lease payments (for additional information, see Note 18 of the Notes to the Financial Statements)

• Discretionary and mandatory payments to our global pension plans (for additional information, see the “Liquidity and Capital Resources - Total Company” section below and Note 16 of the Notes to the Financial Statements)

• Employee wages, benefits, and incentives

• Operating lease payments (for additional information, see the Aggregate Contractual Obligations table below and Note 17 of the Notes to the Financial Statements)

• Operating lease payments (for additional information, see Note 17 of the Notes to the Financial Statements)

• Cash effects related to the restructuring of our business

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Subject to approval by our Board of Directors, shareholder distributions in the form of dividend payments and/or a share repurchase program (including share repurchases to offset the anti-dilutive effect of increased share-based compensation) may require the expenditure of a material amount of cash.

We target shareholder distributions of 40% to 50% of adjusted free cash flow.

We generally target shareholder distributions of 40% to 50% of adjusted free cash flow.

Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.

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These arrangements, including multi-year offtake commitments, may contain fixed or minimum quantity purchase requirements.

“Purchase obligations” in the Aggregate Contractual Obligations table below are defined as off-balance sheet agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms;

however, as we purchase raw materials and components beyond the minimum amounts required by the “Purchase obligations,” our material cash requirements for these items are higher than what is reflected in the Aggregate Contractual Obligations table.

We define “purchase obligations” (as used below) as off-balance sheet agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms;

however, as we purchase raw materials and components beyond the minimum amounts required by the “purchase obligations,” our material cash requirements for these items are higher than what is disclosed below.

For additional information on the timing of these payments and the impact on our working capital, see the “Changes in Company Cash” section below.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The table below summarizes our aggregate contractual obligations as of December 31, 2024 (in millions):

Payments Due by Period

2025 2026 - 2027 2028 - 2029 Thereafter Total

Company excluding Ford Credit

On-balance sheet

Long-term debt (a) $ 1,042 $ 4,987 $ 816 $ 12,645 $ 19,490

Interest payments relating to long-term debt (b) 960 1,727 1,514 8,963 13,164

Finance leases (c) 134 235 178 510 1,057

Operating leases (d) 639 970 515 505 2,629

Off-balance sheet

Purchase obligations (e) (f) 2,573 4,015 2,125 1,053 9,766

Total Company excluding Ford Credit 5,348 11,934 5,148 23,676 46,106

On-balance sheet

Long-term debt (a) 35,921 52,596 21,174 12,061 121,752

Interest payments relating to long-term debt (b) 5,133 6,031 2,501 1,401 15,066

Operating leases 12 17 2 3 34

Off-balance sheet

Purchase obligations 59 56 15 — 130

Total Ford Credit 41,125 58,700 23,692 13,465 136,982

Total Company $ 46,473 $ 70,634 $ 28,840 $ 37,141 $ 183,088

(a) Excludes unamortized debt discounts/premiums, unamortized debt issuance costs, and fair value adjustments.

(b) Long-term debt may have fixed or variable interest rates.

For long-term debt with variable-rate interest, we estimate the future interest payments based on projected market interest rates for various floating-rate benchmarks received from third parties.

(d) Excludes approximately $707 million in future lease payments for various operating leases commencing in a future period.

(e) Includes regulatory compliance credit purchase commitments.

For additional information on our regulatory compliance credit purchases, see page 10 in the “Government Standards” section in “Item 1.

(f) Purchase obligations under existing offtake agreements for certain battery raw materials are not included in the table above.

As of December 31, 2024, our estimated expenditures for the maximum quantity that we are committed to purchase under these offtake agreements through 2035, subject to certain conditions, consist of approximately $1.8 billion of purchase obligations and approximately $4.9 billion of contingent purchase obligations based on our present forecast.

However, our forecast could fluctuate from period to period based on market prices, which may result in significant increases or decreases in our estimate.

The actual price paid for these materials will be recorded on our balance sheet at the time of purchase.

In the event that we do not expect to consume all of the materials we are obligated to purchase pursuant to the terms of these agreements, we may sell the excess materials back to the supplier or another party.

The resale price may or may not be the same as the original purchase price, depending on then-current market conditions and negotiated terms.

As a result, we have recorded, and may in the future record, accruals related to either the resale when the purchase price mechanism under our agreements is higher than the expected resale price of the excess materials or when we are required to otherwise compensate the supplier.

Accruals recorded to date for such items have been immaterial.

As market conditions dictate, we have entered, and may in the future enter, into additional offtake agreements with raw material suppliers or renegotiate existing agreements.

For additional information, see the discussion of our offtake agreements below on page 62.

As of December 31, 2025, our purchase obligations include $2.3 billion due in 2026, $3.1 billion due in 2027-2028, $2.2 billion due in 2029-2030, and $1.2 billion due thereafter.

This includes regulatory compliance credit purchase commitments but excludes offtake agreements for certain battery raw materials.

For additional information on regulatory compliance credit purchases, see page 9 in the “Government Standards” section in “Item 1.

Business.” For additional information on our offtake agreements, see the discussion below on page 64.

We plan to utilize our liquidity (as described above) and our cash flows from business operations to fund our material cash requirements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Changes in Company Cash.

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Operating items include:

Company adjusted EBIT excluding Ford Credit EBT, capital spending, depreciation and tooling amortization, changes in working capital, Ford Credit distributions, interest on debt, cash taxes, and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows).

Company adjusted EBIT excluding Ford Credit EBT;

capital spending;

depreciation and tooling amortization;

changes in working capital;

Ford Credit distributions;

interest on debt;

and all other and timing differences (including timing differences between accrual-based EBIT and associated cash flows).

Non-operating items include:

restructuring costs, changes in Company debt excluding Ford Credit, contributions to funded pension plans, shareholder distributions, and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford Credit).

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

restructuring costs;

changes in Company debt excluding Ford Credit and finance lease payments;

contributions to funded pension plans;

shareholder distributions;

and other items (including gains and losses on investments in equity securities, acquisitions and divestitures, equity investments, and other transactions with Ford Credit).

With respect to “Changes in working capital,” in general, the Company excluding Ford Credit carries relatively low trade receivables compared with our trade payables because the majority of our wholesales are financed (primarily by Ford Credit) immediately upon the sale of vehicles to dealers, which generally occurs shortly after being produced.

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For example, the suspension of production at most of our assembly plants and lower industry volumes due to COVID-19 in early 2020 resulted in an initial deterioration of our cash flow, while the subsequent resumption of manufacturing operations and return to pre-COVID-19 production levels at most of our assembly plants resulted in a subsequent improvement of our cash flow.

Disruptions to our production due to supplier shortages or otherwise may have similar cash flow timing impacts.

Even in normal economic conditions, however, these working capital balances generally are subject to seasonal changes that can impact cash flow.

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Such actions could have a short-term adverse impact on our cash and increase our inventory.

Moreover, in order to secure critical materials for production of electric vehicles, we have entered into and we may, in the future, enter into offtake agreements with raw material suppliers and make investments in certain raw material and battery suppliers, including contributing up to a maximum of $6.6 billion in capital to BlueOval SK, LLC (“BOSK”) over a five-year period ending in 2026.

Through January 2025, we have recognized $2.4 billion of contributions to BOSK, net of returns of capital (for additional information, see Note 23 of the Notes to the Financial Statements).

Our actual capital outlay could vary significantly based on the final project costs and potential financing opportunities.

Moreover, in order to secure critical materials to manufacture electrified products, we have entered into and we may, in the future, enter into offtake agreements with raw material suppliers and make investments in certain raw material and battery suppliers.

Such investments could have an additional adverse impact on our cash in the near-term.

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Subject to satisfaction of those conditions, we will be obligated to purchase the materials or otherwise compensate the supplier in the amount determined by the contract.

Based on the offtake agreements we have entered into thus far, the earliest date by which we could be obligated to purchase any output, subject to satisfaction of the applicable conditions, will be in the first half of 2025.

Unlike our standard arrangements with suppliers, under multi-year offtake agreements, the risks associated with lower-than-expected electric vehicle production volumes or changes in battery technology that reduce the need for certain raw materials are borne by Ford rather than our suppliers.

As of December 31, 2025, our estimated expenditures for the maximum quantity that we are committed to purchase under these offtake agreements through 2035, subject to certain conditions, total approximately $4.7 billion based on our present forecast;

however, our forecast could fluctuate from period to period based on market prices, which may result in significant increases or decreases in our estimate.

The actual price paid for these materials will be recorded on our balance sheet at the time of purchase.

The resale price may or may not be the same as the original purchase price, depending on then-current market conditions and negotiated terms.

Accruals recorded to date for such items have been immaterial.

As market conditions dictate, we have entered, and may in the future enter, into additional offtake agreements with raw material suppliers or renegotiate existing agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Unlike our standard arrangements with suppliers, under multi-year offtake agreements, the risks associated with lower-than-expected EV production volumes or changes in battery technology that reduce the need for certain raw materials are borne by Ford rather than our suppliers.

Accordingly, in the event we do not purchase the materials pursuant to the terms of these agreements, and we are unable to restructure an agreement or an alternate purchaser is unable to be found, Ford retains a financial obligation for those materials.

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The amount settled through the SCF program during 2025 was $1.3 billion.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Changes in Company cash excluding Ford Credit are summarized below (in billions):

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Restructuring $ (0.9) $ (0.8) $ (0.1)

Changes in debt (0.4) (0.2) 0.5

Changes in debt excluding finance lease payments (0.2) 0.6 0.9

Finance lease payments — (0.1) (0.1)

Funded pension contributions (0.6) (1.1) (0.7)

Shareholder distributions (5.3) (3.5) (3.0)

All other (b) (9.5) (3.2) (2.0)

All other (3.2) (2.0) (0.3)

Change in cash $ (3.4) $ (0.3) $ 0.2

(a) See Non-GAAP Financial Measure Reconciliations section for reconciliation to GAAP.

(b) 2022 includes a $7.4 billion loss on our Rivian investment.

2023 includes $2.6 billion of capital contributions to BlueOval SK, LLC.

2024 includes $2.3 billion of capital contributions to BlueOval SK, LLC, offset by a return of capital of $1.4 billion.

Numbers may not sum due to rounding.

Our full year 2025 Net cash provided by/(used in) operating activities was positive $21.3 billion, an increase of $5.9 billion from a year ago (see page 80 for additional information).

The year-over-year increase primarily reflects higher Ford Credit operating cash flows, offset partially by lower net income.

Company adjusted free cash flow was $3.5 billion, $3.2 billion lower than a year ago.

The year-over-year decrease was primarily driven by lower Company adjusted EBIT excluding Ford Credit and timing differences, offset partially by higher Ford Credit distributions and improved working capital.

Capital spending was $8.7 billion in 2025, $0.1 billion higher than a year ago, and is expected to be in the range of $9.5 billion to $10.5 billion in 2026.

The full year 2024 working capital impact was $1.5 billion negative, driven by a decrease in payables and an increase in receivables, offset partially by lower inventory.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The full year 2025 working capital impact was negative $0.8 billion, driven by an increase in receivables (including tariff receivables), offset partially by lower inventory.

All other and timing differences were positive $3.6 billion.

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Cash outflows related to our warranty accruals are expected to occur over several years.

Shareholder distributions (including cash dividends and anti-dilutive share repurchases) were $3.5 billion in 2024.

On February 5, 2025, we declared a regular dividend of $0.15 per share and a supplemental dividend of $0.15 per share.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Shareholder distributions were $3.0 billion in 2025, all of which was attributable to our regular and supplemental dividends.

On February 2, 2026, we declared a regular dividend of $0.15 per share.

Available Credit Lines .

Total Company committed credit lines, excluding Ford Credit, at December 31, 2024 were $20.0 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, $2.5 billion of our 364-day revolving credit facility, and $2.0 billion of local credit facilities.

At December 31, 2024, $1.7 billion of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates, and the full amount under each of our corporate, supplemental, and 364-day credit facilities was available.

Lenders under our corporate credit facility have $25 million of commitments maturing on April 26, 2026, $3.4 billion of commitments maturing on April 22, 2027, $0.1 billion of commitments maturing on April 26, 2028, and $10.0 billion of commitments maturing on April 20, 2029.

Total Company committed credit lines, excluding Ford Credit, at December 31, 2025 were $23.7 billion, consisting of $13.5 billion of our corporate credit facility, $2.0 billion of our supplemental revolving credit facility, $2.5 billion of our 364-day revolving credit facility, $3.0 billion of our delayed draw term loan facility, and $2.7 billion of local credit facilities.

At December 31, 2025, $2.4 billion of committed Company credit lines, excluding Ford Credit, was utilized under local credit facilities for our affiliates, and the full amount under each of our corporate, supplemental, 364-day, and delayed draw term loan credit facilities was available.

Lenders under our corporate credit facility have $3.4 billion of commitments maturing on April 17, 2028 and $10.1 billion of commitments maturing on April 17, 2030.

Lenders under our supplemental revolving credit facility have $2.0 billion of commitments maturing on April 17, 2028.

Lenders under our 364-day revolving credit facility have $2.5 billion of commitments maturing on April 16, 2026.

Lenders under our delayed draw term loan facility have $3.0 billion of commitments available through July 28, 2026.

Any unused commitments shall automatically terminate after July 28, 2026, and any loans drawn under the facility will mature on December 31, 2028.

The corporate, supplemental, and 364-day credit agreements include certain sustainability-linked targets, pursuant to which the applicable margin and facility fees may be adjusted if Ford achieves, or fails to achieve, the specified targets related to global manufacturing facility greenhouse gas emissions, carbon-free electricity consumption, and Ford Europe CO 2 tailpipe emissions.

Prior to 2024, the specified targets related to global manufacturing facility greenhouse gas emissions, renewable electricity consumption, and Ford Europe CO 2 tailpipe emissions;

Ford outperformed all three of the sustainability-linked metrics for the most recent performance period.

For the most recent performance period, Ford outperformed the global manufacturing facility greenhouse gas emissions and carbon-free electricity consumption metrics, and it was on target for the Ford Europe CO 2 tailpipe emissions metric.

The corporate credit facility is unsecured and free of material adverse change conditions to borrowing, restrictive financial covenants (for example, interest or fixed-charge coverage ratio, debt-to-equity ratio, and minimum net worth requirements), and credit rating triggers that could limit our ability to obtain funding or trigger early repayment.

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If our senior, unsecured, long-term debt does not maintain at least two investment grade ratings from Fitch, Moody’s, and S&P, the guarantees of certain subsidiaries will be required.

The terms and conditions of the supplemental and 364-day revolving credit facilities are consistent with our corporate credit facility.

The terms and conditions of the supplemental and 364-day revolving credit facilities and the delayed draw term loan facility are consistent with our corporate credit facility.

Ford Credit has been designated as a subsidiary borrower under the corporate credit facility and the 364-day revolving credit facility.

As shown in Note 18 of the Notes to the Financial Statements, at December 31, 2024, Company debt excluding Ford Credit was $20.7 billion.

As shown in Note 18 of the Notes to the Financial Statements, at December 31, 2025, Company debt excluding Ford Credit was $21.9 billion (including $0.9 billion of finance leases).

This balance is $1.3 billion higher than at December 31, 2024.

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The leverage framework includes a ratio of total Company debt (excluding Ford Credit), underfunded pension liabilities, operating leases, and other adjustments, divided by Company adjusted EBIT (excluding Ford Credit EBT), and further adjusted to exclude depreciation and tooling amortization (excluding Ford Credit).

Ford Credit’s leverage is calculated as a separate business as described in the “Liquidity and Capital Resources - Ford Credit Segment” section of Item 7.

Ford Credit’s leverage is calculated separately as described in the “Liquidity and Capital Resources - Ford Credit Segment” section of Item 7.

Ford Credit is self-funding and its debt, which is used to fund its operations, is separate from our Company debt excluding Ford Credit.

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At December 31, 2025, Ford Credit’s net liquidity available for use was $24.6 billion, $0.6 billion lower than year-end 2024.

Ford Credit’s sources of liquidity include cash, committed asset-backed facilities, and unsecured credit facilities.

At December 31, 2024, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and unsecured credit facilities, totaled $53.9 billion, down $2.3 billion from year-end 2023, primarily explained by lower cash.

At December 31, 2025, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and unsecured credit facilities, totaled $54.4 billion, up $0.5 billion from year-end 2024, primarily explained by higher committed asset-backed facilities.

Material Cash Requirements.

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(1) the purchase of retail financing and operating lease contracts from dealers and providing wholesale financing for dealers to finance new and used vehicles;

and (2) debt repayments (for additional information on debt, see the “Balance Sheet Liquidity Profile” section below, the “Material Cash Requirements” section in “Liquidity and Capital Resources - Company Excluding Ford Credit” above, and Note 18 of the Notes to the Financial Statements).

and (2) debt repayments (for additional information on debt, see the “Balance Sheet Liquidity Profile” section below and Note 18 of the Notes to the Financial Statements).

In addition, subject to approval by Ford Credit’s Board of Directors, shareholder distributions may require the expenditure of a material amount of cash.

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Stress Tests.

Ford Credit regularly conducts stress testing on its funding and liquidity sources to ensure it can continue to meet financial obligations and support the sale of Ford and Lincoln vehicles during firm-specific and market-wide stress events.

Ford Credit regularly conducts stress testing on its funding and liquidity sources to ensure it can continue to meet its financial obligations and support the sale of Ford and Lincoln vehicles during firm-specific and market-wide stress events.

Stress tests are intended to quantify the potential impact of various adverse scenarios on the balance sheet and liquidity.

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At December 31, 2025, Ford Credit’s financial statement leverage was 9.6:1.

Ford Credit targets financial statement leverage in the range of 9:1 to 10:1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Total Company

Pension Plan Contributions and Strategy.

Our strategy is to reduce the risk of our funded defined benefit pension plans, including minimizing the volatility of the value of our pension assets relative to pension liabilities and the need for unplanned use of capital resources to fund the plans.

The strategy reduces balance sheet, cash flow, and income exposures and, in turn, reduces our risk profile.

Going forward, we expect to:

• Limit our pension contributions to offset ongoing service cost, ensure our funded plans remain fully funded in aggregate, and meet regulatory requirements, if any;

• Minimize the volatility of the value of our pension assets relative to pension obligations and ensure assets are sufficient to pay plan benefits;

• Evaluate strategic actions to reduce pension liabilities, such as plan design changes, curtailments, or settlements

Pension and OPEB Plan Funded Status and Contributions

2024 2025 2025

Pension Funded Status ($B)

Plans $ (1.3) $ (1.0) $ 0.3

Plans (1.0) 0.5 1.5

Funded Plans $ 3.4 $ 3.7 $ 0.3

Unfunded Plans (3.9) (3.9) —

Total Global Pension $ (0.5) $ (0.2) $ 0.3

Year-End Discount Rate (Weighted Average)

Plans 5.17 % 5.65 % 48 bps

Plans 3.98 % 4.51 % 53 bps

Actual Asset Returns

Plans 7.41 % 0.08 % (7.33) ppts

Plans 5.56 % 2.77 % (2.79) ppts

Pension - Funded Plans Only ($B)

Funded Status $ 2.1 $ 3.4 $ 1.3

Contributions for Funded Plans 0.6 1.1 0.5

Worldwide, our defined benefit pension plans were underfunded by $0.5 billion at December 31, 2024, an improvement of $1.8 billion from December 31, 2023, primarily reflecting 2024 plan contributions and the impact of higher discount rates compared to year-end 2023, partially offset by actual asset returns lower than our assumptions.

Of the $0.5 billion underfunded status at year-end 2024, our funded plans were $3.4 billion overfunded and our unfunded plans were $3.9 billion underfunded.

These unfunded plans are “pay as you go” with benefits paid from Company cash and primarily include certain plans in Germany and U.S.

defined benefit plans for senior management.

The fixed income mix was 75% in our U.S.

plans and 80% in our non-U.S.

plans at year-end 2024.

In 2024, we contributed $1,073 million to our global funded pension plans, an increase of $481 million compared with 2023.

During 2025, we expect to contribute about $800 million of cash to our global funded pension plans.

Total Funded Status OPEB $ (4.4) $ (4.4) $ —

Our defined benefit pension plans were underfunded by $0.2 billion at December 31, 2025, an improvement of $0.3 billion from December 31, 2024, primarily reflecting 2025 plan contributions offset partially by a remeasurement loss and separation costs.

Of the $0.2 billion underfunded status at year-end 2025, our funded plans were $3.7 billion overfunded, in aggregate, and our unfunded plans were $3.9 billion underfunded.

There was no change in our funding status of our defined benefit OPEB plans, which remain underfunded by $4.4 billion.

These unfunded plans, primarily senior management and OPEB plans, are “pay as you go” with benefits paid from Company cash.

We limit our pension contributions to offset ongoing service cost, ensure our funded plans remain fully funded in aggregate, and meet regulatory requirements, if any.

During 2026, we expect to contribute about $550 million to our global funded pension plans.

We also expect to make about $400 million of benefit payments to participants in unfunded plans.

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Moody’s N/A Ba1 Stable Ba1 NP Stable Baa3

S&P BBB- BBB- Stable BBB- A-3 Stable BBB-

S&P BBB- BBB- Negative BBB- A-3 Negative BBB-

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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The guidance is based on our expectations as of February 10, 2026, and assumes no material change to our current assumptions for inflation, logistics issues, production, or macroeconomic conditions.

Moreover, our guidance has not factored in any new policy changes by the administration in the United States, including recently announced or future tariffs, or tariffs that may be imposed by other governments.

Moreover, our guidance has not factored in any new policy changes by the administration in the United States, including future or revised tariffs or related offsets, that have not been announced or tariffs or other policy changes that may be announced by other governments after the date hereof.

Our actual results could differ materially from our guidance due to risks, uncertainties, and other factors, including those set forth in “Risk Factors” in Item 1A of Part I.

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Adjusted Free Cash Flow (a) $5.0 - $6.0 billion

Capital spending $8.0 - $9.0 billion

EBT About $2.0 billion

(a) When we provide guidance for Adjusted EBIT and Adjusted Free Cash Flow, we do not provide guidance for the most comparable GAAP measures because, as described in more detail below in “Non-GAAP Measures That Supplement GAAP Measures,” they include items that are difficult to predict with reasonable certainty.

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On a segment basis we expect:

• Ford Pro EBIT of $7.5 billion to $8.0 billion, reflecting continued strength of core Ford Pro products and services along with moderated pricing across fleets, including daily rental

• Ford Blue EBIT of $3.5 billion to $4.0 billion, reflecting lower wholesales as inventories rebalance and exchange rate pressures.

We also expect cost efficiencies to be a partial offset

• Ford Model e EBIT loss of $5.0 billion to $5.5 billion, reflecting continued pricing pressure and on-going investments in our next generation products, offset partially by continued cost efficiencies

• Ford Pro EBIT of $6.5 billion to $7.5 billion

• Ford Blue EBIT of $4.0 billion to $4.5 billion

• Ford Model e EBIT loss of $4.0 billion to $4.5 billion

• Ford Credit EBT of about $2.5 billion

Our outlook for 2026 assumes:

industry sales of 16.0 million to 16.5 million units

• Lower pricing across the industry with inventory at normalized levels

• Net cost reduction of at least $1.0 billion

We are continuing to assess the full implications of the tariffs on imports to the United States from Canada and Mexico (in addition to China) announced on February 1, 2025.

The precise impacts depend on scope and timing in addition to a number of secondary and tertiary effects, e.g., price elasticities, how our Tier 1 and Tier 2 suppliers react, possible substitution effects, and possible duty drawbacks.

However, should 25% tariffs be implemented and remain in place for an extended period of time, it would significantly reduce Ford’s earnings over the course of the year.

SAAR of 16.0 million to 16.5 million

industry pricing

• With respect to Novelis, in 2025, the fires were a headwind of $2 billion.

In 2026, we expect a year-over-year improvement of about $1.0 billion, which includes $1.5 billion to $2.0 billion of temporary costs, including tariffs, attributable to continuity in aluminum supply

• Excluding the impact of Novelis:

◦ Positive market factors, including favorable mix associated with the sunset of low-margin nameplates and benefits from changes in the U.S.

regulatory environment

◦ About flat cost–We expect lower tariff costs of about $1.0 billion, reflecting a full year’s worth of credit expansion, and further material and warranty cost reductions.

We expect these lower costs to offset about $1.0 billion of higher commodity prices, driven by inflation, and incremental investment in support of our Universal EV platform, the ramp of Ford Energy, and cycle plan actions

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 5. Market for Registrant’s Common Equity