F 10-K & 10-Q changes, risk factors and insider trading

We have listed below the material risk factors applicable to us grouped into the following categories: Operational Risks; Macroeconomic, Market, and Strategic Risks; Financial Risks; and Legal and Regulatory Risks. Some of the risks and contingencies discussed herein may have previously occurred. These risk factors are not representations as to whether or not such matters have occurred in the past and instead reflect our opinions on material factors that may materially and adversely affect our business in the future. We have a global business, and conditions in our industry and the regions where we operate and sell our products and services may change quickly. Accordingly, institutional stability is crucial to businesses like Ford as we make hiring and investment decisions, as well as to the smooth functioning of financial markets on which we depend. Rapid policy change in our home market, the United States, is creating uncertainty in our operations and business outlook, and may remain a source of volatility in the future.

Ford’s long-term success depends on delivering the Ford+ plan, including improving cost competitiveness. We previously announced our plan for growth and value creation – Ford+. Ford+ is our plan to thrive at the intersection of great vehicles, iconic brands, and innovative software and service, building Ford into a higher growth, higher margin, more capital efficient, and more durable company. Our Ford+ plan is designed to leverage our foundational strengths with enhanced capabilities – enriching customer experiences and deepening loyalty. As we progress this transformation of our business, we must integrate our strategic initiatives into a cohesive business model, modernize our systems, processes, and technologies, and balance competing priorities, or we will not be successful. To facilitate this transformation, we are making substantial investments, recruiting new talent, and modernizing and optimizing our business model, management system,and IT systems, and organization. Our strategy involves providing customers freedom of choice to select the powertrain that best suits their needs and maintaining manufacturing flexibility at Ford to meet shifting customer demand. Accordingly, maintaining discipline in our capital allocation continues to be important, as a strong core business and a balance sheet that provides the flexibility to invest in these opportunities are critical to the success of our Ford+ plan. If we are unable to optimize our capital allocation among vehicles (and propulsion systems among our vehicles), services, technology, and other calls on capital, make sufficient and timely progress to become competitive on cost and quality and ensure that progress is sustainable, or we are otherwise not successful in executing Ford+ (or are delayed for reasons outside of our control), we may not be able to realize the full benefits of our plan, which could have an adverse effect on our financial condition or results of operations. Furthermore, if we fail to make progress on our plan at the pace that shareholders expect, it may lead to an increase in shareholder activism, which may disrupt the conduct of our business and divert management’s attention and resources. As described elsewhere herein, global political instability and volatility in government regulations and unpredictable trade policy (including tariffs) in the United States and around the world limit our ability to conduct effective long-term planning and make capital allocation decisions.

Ford’s vehicles could be affected by defects that result in recall campaigns, increased warranty costs, or delays in new model launches, and the time it takes to improve the quality of our vehicles and services and reduce the costs associated therewith could continue to have an adverse effect on our business. Government safety standards require manufacturers to remedy defects related to vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard. We may also be obligated to remedy defects or potentially recall our vehicles due to defective components provided to us by our suppliers, arising from their quality issues or otherwise. NHTSA’s enforcement strategy has resulted in significant civil penalties being levied and the use of consent orders, including at Ford, requiring direct oversight by NHTSA of certain manufacturers’ safety processes, a trendstrategy that could continue. For example, as part of a consent order we entered into with NHTSA in 2024, we have retained an independent third party selected by NHTSA to assess the Company’s adherence to the consent order and Safety Act over the term of the consent order and to report on Ford’s progress to NHTSA. Should we or government safety regulators determine that a safety or other defect or a noncompliance exists with respect to certain of our vehiclesproducts prior to the start of production, the launch of such vehicleproduct could be delayed until such defect is remedied. The cost of recall and customer satisfaction actions to remedy defects in vehicles that have been sold could be substantial, particularly if the actions relate to global platforms or involve defects that are identified years after production. For example, NHTSA and the automotive industry are currently engaged in a study of the safety of approximately 56 million Takata desiccated airbag inflators in the United States. Of these, approximately three and a half3.5 million of the inflators are in our vehicles. In addition, NHTSA is considering action related to 52 million vehicles containing inflators from ARC Automotive and Delphi Automotive in the United States. Ford has 2.5 million vehicles within this population. Should NHTSA determine that these inflators contain a safety defect, Ford and other manufacturers could potentially face significant incremental recall costs. Further, to the extent recall and customer satisfaction actions relate to defective components we receive from suppliers, our ability to recover from the suppliers may be limited by the suppliers’ financial condition.

We accrue the estimated cost of both base warranty coverages and field service actions at the time a vehicle is sold, and we reevaluate the adequacy of our accruals on a regular basis. In addition, from time to time, we issue extended warranties at our expense, the estimated cost of which is accrued at the time of issuance. The impact of such accruals will be reflected in our results of operations for the period in which the accrual is made, which could cause variability in our quarterlyfinancial performance, while the cash flow impact may be reflected in a later period or periods. For additional information regarding warranty and field service action costs, including our process for establishing our reserves, see “Critical Accounting Estimates” in Item 7 and Note 24 of the Notes to the Financial Statements. If warranty costs are greater than anticipated as a result of increased vehicle and component complexity, the adoption of new technologies, the time it takes to improve the quality of our products and services (or if such efforts are unsuccessful), implementation of additional remedies in the event the initial one is ineffective or parts are unavailable, or otherwise (including as a result of higher repair costs driven by inflation or other economic factors), such costs could continue to have an adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors (Continued) to improve the quality of our products and services (or if such efforts are unsuccessful), implementation of additional remedies in the event the initial one is ineffective or parts are unavailable, or otherwise (including as a result of higher repair costs driven by inflation or other economic factors), such costs could continue to have an adverse effect on our financial condition or results of operations. Furthermore, launch delays, recall actions, and increased warranty costs have generated negative publicity and adversely affected and could continue to adversely affect our reputation or the public perception and market acceptance of our products and services as discussed belowelsewhere under “Ford’s new and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotive and digital and software services industries, and Ford’s reputation may be harmed based on positions it takes or if it is unable to achieve the initiatives it has announced.”herein. In an effort to improve quality, we have slowed down and may continue to slow down launches, which may result in lost sales, revenue, and profits and could have an adverse effect on our financial condition or results of operations. From time to time, our inventory levels may be higher due to a number of different factors, including as a result of vehicles on hold for quality control, which may cause us to incur additional costs associated with those vehicles, e.g., repair costs for weather-related damage.

Ford is highly dependent on its suppliers to deliver components in accordance with Ford’s production schedule and specifications, and a shortage of or inability to timely acquire key components or raw materials canhas previously disrupted and may, in the future, disrupt Ford’s production of vehicles.operations. Our products contain many components that we source globally from suppliersa complex network of suppliers, who, in turn, source components from their suppliers. If there is a shortage of a key component in our supply chain or a supplier is unable to deliver a component to us in accordance with our specifications,specifications and at the cost contracted for, because of a production issue, a disruption at a supplier’s facility (e.g., fire, explosion, equipment failure, or natural disaster), limited availability of materials, shipping problems, restrictions on transactions with certain countries or companies, implementation of tariffs, or other reason, and the component cannot be easily sourced from a different supplier, or we are unable to obtain a component on a timely basis, the shortage may disrupt our operations or increase our costs of production.production and our ability to recoup lost production volume may be limited. For example, in 2025, our production was disrupted by fires at one of our major aluminum suppliers, the effects of which are ongoing.

For the productionmanufacture of our electricelectrified vehicles,products, we are dependent on the supply of batteries and the raw materials (e.g., lithium, cobalt, and nickel) used by our suppliers to produce those batteries. As we increase our productionSome of electricthese vehicles, we expect our need for such materials to increase significantly. At the same time, other companiesresources are increasinglimited, theirand, production of electric vehicles, which will further increase the demand for such raw materials. Asas a result, we may be unable to acquire raw materials needed for electricour vehicle productionproducts in sufficient amounts that are responsibly sourced or at reasonable prices. As described below under “To facilitate access to the raw materials and other components necessary for the production of electric vehicles, Ford has entered into and may, in the future, enter into multi-year commitments to raw material and other suppliers that subject Ford to risks associated with lower future demand for such items as well as costs that fluctuate and are difficult to accurately forecast” as well as in the Liquidity and Capital Resources section in Item 7 below, and elsewhere herein, we have entered into and we may, in the future, enter into offtake agreements and other long-term purchase contracts that obligate us, subject to certain conditions such as quality or minimum output, to purchase a certain percentage or minimum amount of output from certain raw materials suppliers. In the event the supplier under those agreements or any of our or our suppliers’ raw material supply contracts is unable to deliver sufficient quantities of raw materials needed for our or our suppliers’ production operations, e.g., if a mine does not produce at expected levels, or the raw materials do not otherwise satisfy our requirements, and we or our suppliers are unable to find an alternative resource that satisfies our technical requirements and with sufficient quantities, at reasonable prices, responsibly sourced (e.g., in compliance with the Uyghur Forced Labor Prevention Act and similar regulations and standards),sourced, and in a timely manner, it could impact our ability to producemanufacture electricproducts. vehicles.Further, suppliers who fail to comply with our requirements for ethical business practices could lead us to seek alternative suppliers, which may result in delayed deliveries or increased costs.

A shortage of, or our inability to acquire or find adequate suppliers of, key components or raw materials as a result of disruptions in the supply chain, import and export bans or tariffs imposed by the U.S. or foreign governments, capacity constraints, limited availability, competition for those items within the automotive industry and other sectors, or otherwise can cause a significant disruption to our production schedule and have a substantial adverse effect on our financial condition or results of operations. Further,For asexample, China’s restriction on the export of rare earth minerals, which we and our suppliers utilize for a resultnumber of lower-than-anticipatedcomponents, industrywidehas electricimpacted vehicle(e.g., adoptionrescheduling ratesproduction, orchanging otherwise,operating suppliers of such raw materials or components may become distressed.patterns)

Ford’s production, as well as Ford’s suppliers’ production, and/or the ability to deliver products to consumers could be disrupted by labor issues, public health issues, natural or man-made disasters, adverse effects of climate change, financial distress, production difficulties, capacity limitations, or other factors. A work stoppage or other limitation on production has occurred, and could in the future occur, at Ford’s facilities, at a facility in its supply chain, or at one of its logistics providers for any number of reasons, including as a result of labor issues, such as shortages of available employees, disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements, absenteeism, public health issues (e.g., COVID), stay-at-home orders, or in response to potential restructuring actions (e.g., plant closures); as a result of supplier financial distress or other production constraints, such as limited quantities of components or raw materials, quality issues, capacity limitations, or other difficulties; as a result of a natural disaster (including climate-related physical risk); social unrest; cybersecurity incidents; or for other reasons. A suspension or substantial curtailment of our manufacturing operations could have a significant adverse effect on our financial condition and results of operations. The duration of a suspension of manufacturing operations and a return to our full production schedule will vary. Our Ford Blue, Ford Model e, and Ford Pro operations generally do not realize revenue while our manufacturing operations are suspended, but we continue to incur operating and non-operating expenses, resulting in a deterioration of our cash flow. Accordingly, any significant future disruption to our production schedule, regionally or globally, whether as a result of our own or a supplier’s suspension of operations, could have a substantial adverse effect on our financial condition, liquidity, and results of operations. Moreover, our supply and distribution chains may be disrupted by supplier or dealer bankruptcies or their permanent discontinuation of operations. In addition, broader changes in the supplier landscape, including supplier consolidation and suppliers’ decisions to no longer participate in a particular line of business, pose a risk of supply shortages and/or price increases.

Given the worldwide scope of our supply chain and operations, we and our suppliers face a risk of disruption or operating inefficiencies that may increase costs due to the adverse physical effects of climate change, which are predicted to increase the frequency and severity of weather and other natural events, e.g., wildfires, extended droughts, flooding, and extreme temperatures. In addition, in the event a weather-related event, strike, international conflict, or other occurrence limits the ability of freight carriers to deliver components andor other materials from suppliers to usus, or logistics providers are unable to transport our vehiclesproducts for an extended period of time, it may increase our costs and delay or otherwise impact both our production operations and customers’ ability to receive our vehicles.products.

Many components used in our vehiclesproducts are available only from a single or limited number of suppliers and, therefore, cannot be re-sourced quickly or inexpensively to another supplier (due to long lead times, specialized tooling, rigorous validation requirements, and new contractual commitments that may be required by another supplier before ramping up to provide the components or materials, etc.). Such suppliers also could threaten to disrupt our production as leverage in negotiations. In addition, when we undertake a model changeover, significant downtime at one or more of our production facilities may be required, and our ability to return to full production may be delayed if we experience production difficulties at one of our facilities or a supplier’s facility. Moreover, as vehicles, components, and their integration become more complex, we may face an increased risk of a delay in production of new vehicles. Regardless of the cause, our ability to recoup lost production volume may be limited. Accordingly, as we have experienced in the past, and may again experience in the future, a significant disruption to our production schedule could have a substantial adverse effect on our financial condition or results of operations and may impact our strategy to comply with fuel economy standards as discussed belowelsewhere under “Ford may need to substantially modify its product plans and facilities to comply with safety, emissions, fuel economy, autonomous driving technology, environmental, and other regulations.”herein.

Ford may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures, commercial relationships, or business strategies or the benefits may take longer than expected to materialize. We have invested in, formed strategic alliances or entered into commercial relationships with, and announced or formed joint ventures with a number of companies, and we may expand those relationships or enter into similar relationships with additional companies. These initiatives typically involve enormous complexity, may require a significant amount of capital, and may involve a lengthy regulatory approval process. As a result, we may not be able to complete anticipated transactions, the anticipated benefits of these transactions may not be realized, or the benefits may be delayed. For example, we may not successfully integrate an alliance or joint venture with our operations, including the implementation of our controls, systems, procedures, and policies, we may be unable to retain key employees, or unforeseen expenses or liabilities may arise that were not discovered during due diligence prior to an investment or entry into a strategic alliance, or a misalignment of interests may develop between us and the other party. Further, to the extent we share ownership, control, or management with another party in a joint venture, our ability to influence the joint venture may be limited, and we may be unable to prevent misconduct or implement our compliance or internal control systems. Moreover, negative publicity, government investigations, or litigation involving a company with which we have a business or supply relationshiprelationship, including licensing intellectual property, may have an adverse effect on our reputation. In order to secure critical materials forto productionmanufacture ofour electric vehicles,products, we have entered into and may, in the future, enter into offtake agreements and other long-term purchase contracts with raw materials and other suppliers and make investments in certain raw materialmaterial, battery, and battery suppliers; however, we may not realize the anticipated benefits of these actions and our efforts to have suchour suppliers, particularly those in less developed markets, adopt Ford’s sustainability and other standards may be unsuccessful, which could have an adverse impact on our reputation.reputation Inand addition,may theexpose implementationus ofto litigation or investigations as a new or different business strategy may lead to the disruptionresult of our existingrelationships businesswith operations,such including distracting management from current operations. For example, our efforts to evaluate and implement alternative distribution models and channels for our products and services from those we havesuppliers.

ItemIn 1A.addition, Riskthe Factorsimplementation (Continued)of a new or different business strategy may not be successful or may lead to the disruption of our existing business operations, including distracting management from current operations. For example, the new battery energy storage business we announced in the fourth quarter of 2025 or our efforts to evaluate and implement alternative distribution models and channels for our products and services from those we have traditionally used may be challenged or may not succeed or be as successful as our historical arrangements. External factors may also impact the success of our initiatives. For example, our business and strategy are susceptible to tensions in U.S.-China relations and the rapid development of the Chinese electricelectrified vehicle industry, with domestic Chinese producers exporting to some key markets in which we operate. In addition, as we implement our strategy to provide customers freedom of choice to select the powertrain that best suits their needs and maintain manufacturing flexibility to meet shifting customer demand, we have in the past taken, and may in the future take, actions such as adjusting our investments and spending, not fully utilizing or reducing the capacity of our existing or future plants, reducing production hours or shifts, cancelling programs,programs or deciding to no longer produce vehicles already in production, or delaying vehicle and technology launches, and we have in the past and may in the future become subject to claims by suppliers or other parties, incur charges related to impairments, asset write-downs, or inventory adjustments, or lose or become obligated to repay government incentives as a result. For example, we have taken, and may in the future take, such actions to better match the pace of electric vehicleEV adoption, which has been lower than anticipated industrywide. Results of operations from new activities may be lower than anticipated or our existing activities, and, if a strategy is unsuccessful, we may not recoup our investments, which may be significant, in that strategy. Further, as our strategy evolves in an area, we may be unable to utilize or redeploy our existing assets or investments in that or other areas, which may lead to impairments and other cash and non-cash charges. Moreover, we have in the past incurred and may in the future incur charges and continue to have financial exposure following a change in strategy, a strategic divestituredivestiture, ora cessation of operations in a market.market, or a decision to unwind an existing venture or relationship. For example, in December 2025, we announced our updated EV strategy, the expected disposition of our investment in BlueOval SK, LLC, and the charges we expected to record related to those items. Failure to successfully and timely realize the anticipated benefits of the transactions or strategies described herein could have an adverse effect on our financial condition or results of operations.

Ford may not realize the anticipated benefits of restructuring actions and such actions may cause Ford to incur significant charges, disrupt our operations, or harm our reputation. We continually review and evaluate our business to find opportunities to make our operations more efficient and reduce costs. In doing so, we have taken, and may in the future take, restructuring actions, such as strategic divestituresdivestitures, unwinding an existing venture or relationship, or ceasing of operations in a market, particularly for those businesses where a path to sustained profitability is not feasible in light of the capital allocation requirements or for other reasons. Our plans for implementing such actions may be accelerated by shifting industry dynamics and new entrants to our industries with which we must compete. These actions may include employee separations, a reduced footprint (e.g., plant closures or smaller operations at existing plants or plants that are not yet on-line), operating our plants at less than full capacity (e.g., reducing shifts), or cancelling products or programs.programs, or shifting our strategy for the deployment of technologies. Such restructuring actions have caused us and may in the future cause us to incur significant costs; record impairments or other charges; subject us to potential claims from employees, suppliers, dealers, other counterparties, or governmental authorities (including a reduction or clawback of incentives); disrupt our operations; distract management from current operations; or harm our reputation. Further, we may not realize the expected benefits of such restructuring actions (e.g., anticipated cost savings), such benefits may be delayed, or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action.

Failure to develop and deploy secure digital services that appeal to customerscustomers, retain existing subscribers, and grow our subscription rates could have a negative impact on Ford’s business. A growing part of our business involves connectivity, digital and physical services, and integrated software services, and we are devoting significant resources to develop this business. Further, we have announced our plans and expectations to grow subscription rates and for integrated services to become a larger portion of our revenue and earnings.earnings by offering new and differentiated products, retaining existing subscribers, and growing subscription rates with new customers. If we do not develop, deliver, and make available standardized technologies that customers can easily adopt and use, fail to generate sufficient demand for our integrated software and digital services, or if customers do not opt to activate the modems in our vehicles, which would hinder our ability to offer and sell such services, we may not grow revenue in line with the costs we are investing or achieve profitability on our increasingly digitally-connected products. ForShifting additionalpublic policy regarding data privacy and the effects of artificial intelligence has caused and may in the future cause us to incur substantial costs to modify our operations or business practices, reduce consumers’ willingness to engage with our offerings, or cause delays or lapses in the availability of our products or services in various jurisdictions. We must convince prospective users of the benefits of our subscription services and our existing users of the continued value thereof. This depends in large part on our ability to offer exceptional services, competitive pricing, integrated functionality, and a satisfying user experience. Further discussion onof therisks associated with market acceptance of our services, see below under “Ford’s newservices and existing products and digital, software, and physical services are subject to market acceptance and face significant competition from existing and new entrants in the automotiveevolving andregulatory digital and software services industries, and Ford’s reputation may be harmed based on positions it takes or if itlandscape is unableprovided toelsewhere achieve the initiatives it has announced.”herein.

The actions of end users are generally beyond our control and some users may engage in fraudulent or abusive activities that involve our digital services. These include unauthorized use of accounts through stolen credentials, failure to pay for services accessed, or other activities that violate our terms of service. While we have implemented security measures intended to prevent unauthorized access to our digital services and related information systems, malicious entities have and will continue to attempt to gain unauthorized access to them. If our efforts to detect such violations or our actions to control these types of fraud and abuse are not effective or timely, it may have an adverse effect on our financial condition, results of operations, or reputation. ForFurther furtherdiscussion information,of seethe belowrisks underassociated “Operationalwith operational information systems, security systems, vehicles,systems and services could be affected byour cybersecurity incidents,posture ransomwareis attacks,provided andelsewhere other disruptions and impact Ford, Ford Credit, their suppliers, and dealers.”herein.

Ford’s ability to maintain a competitive cost structure could be affected by labor or other constraints. The vast majority of the hourly employees in our manufacturing operations in the United States and Canada are represented by unions and covered by collective bargaining agreements. These agreements provide guaranteed wage and benefit levels throughout the contract term and some degree of income security, subject to certain conditions. BasedOur onrecent ourlabor currentcontracts, contractsincluding those with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) in the United States and Unifor in CanadaCanada, ratifiedhave resulted in 2023, we expect to have a significant increasecost inincreases. labor costs through the life of the contracts, and ifIf we are unable to offset thosethese costs, it could have a significant adverse effect on our business. Some of our competitors do not have such collective bargaining agreements and are not subject to the same constraints. Further, a substantial number of our employees in other regions are represented by unions or government councils, and legislation or custom promoting retention of manufacturing or other employment in the state, country, or region may constrain as a practical matter our ability to sell or close manufacturing or other facilities or increase the cost of doing so. These agreements in the United States, Canada, Europe, and other regions may restrict our ability to close plants and divest businesses. In addition, to the extent companies in our global supply chain that are not currently parties to collective bargaining agreements enter into such agreements or otherwise increase their employees’ wages and benefits, any increased costs incurred by those suppliers may, in turn, increase our costs.

Ford’s ability to attract, develop, grow, support, and reward talent is critical to its success and competitiveness. Our success depends on our ability to continue to attract, develop, grow, support, and reward talented and diverse employees with domain expertise in engineering, software, technology (including digital capabilities and connectivity),technology, integrated services, supply chain, marketing, and finance, among other areas. While we have been successful in attracting talent in recent years, as with any company, the ability to continue to attract talent is important, particularly in growth areas vital to our success such as software, electrification,electrification and adjacent technologies, and integrated services. Competition for such talent is intense, which has led to an increase in compensation throughout a tight labor market, and, accordingly, may increase costs for companies. In addition to attracting talent, we must also retain the talent needed to deliver our business objectives. If we lose existing employees, are unable to attract talent with needed skills, or we are unable to develop existing employees, particularly with the introduction of new technologies and our focus on operational efficiency and quality, it could have a substantial adverse effect on our business.

Production and Supply Chain. WeMarket volatility and shifting global supply chains have continued to seecreate some production constraints, though conditions have improved supply chain throughput in 2024 resulting from improvedthe resilienceimmediate topost-COVID shortperiod. term disruptions. However, production constraints due to capacity and labor shortages remain asAs we adjust to shifting market conditions and balance our production mix, andcontinued theuncertainty increasedwith tariffsregard announcedto on February 1, 2025current and anyfuture additionallevels 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.

Currency Exchange Rate Volatility. Globally,Although a few global central banks have begun shifting from tightening policy by raisingraised interest rates torecently, holdingmost remain in the process of lowering policy rates steadythat or,had been elevated in several markets, beginningorder to cutaddress rates.inflation concerns. As theythese do,policy theyrates 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. In addition to direct impacts on the financial flows of global automotive companies, currency movements can also impact pricing of vehicles exported to overseas markets. In most markets, exchange rates are market-determined, and all are impacted by many different macroeconomic and policy factors, and thus likely to remain volatile. However, in some markets, exchange rates are heavily influenced or controlled by governments.

Pricing Pressure. 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 pricesprices, asespecially auto production recovers fromin the semiconductorEV shortage,segment, but it is unclear whether industry prices will decline fully to pre-COVID-19 pandemic levels.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-contentedsimilarly contented vehicles and contribute to a challenging pricing environment for the automotive industry in most major markets.

Commodity and Energy Prices. Prices for commodities remain volatile. Spot prices for various commodities have recently diverged somewhat,diverged, as weakening in global industrialEV activitydemand mitigates price increases for battery-related commodities, while base metals such as steel and aluminum,aluminum whileface tariff-related impacts, and precious metals (e.g., palladium), also remain at elevated price levels due to geopolitical uncertainty and rawother materialsfactors. thatOverall, are used in batteries for electric vehicles (e.g., lithium, cobalt, and nickel) have declined from historic highs but remain elevated. Thethe net impact on us and our suppliers has been higher material costs overall.costs. To help ensure supply of raw materials for critical componentscomponents, (e.g.,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 energylabor prices,costs, freight premiums, and other operating costs above normalhistorical 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 reverse,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 theour 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.

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. Revenue is recorded when control is transferred to our customers (generally, our dealers and distributors). For the majority of sales, this occurs when products are shipped from our manufacturing facilities. However, we defer a portion of the consideration received when there is a separate future or stand-ready performance obligation, such as extended service contracts or ongoing vehicle connectivity. Revenue related to extended service contracts is recognized over the term of the agreement in proportion to the costs we expect to incur in satisfying the contract obligations; 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. 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.

Our income statement classifies our Company excluding Ford Credit total costs and expenses into two categories: (i) cost of sales, and (ii) selling, administrative, and other expenses. We include within cost of sales those costs related to the development, production, and distribution of our vehicles, parts, accessories, and services. Specifically, we include in cost of sales each of the following: material costs (including commodity and component costs); freight and duty (including tariff) costs; warranty, including product recall costs; labor and other costs related to the development and production of our vehicles and connectivity, parts, accessories, and services; depreciation and amortization; regulatory compliance expenses; and other associated costs. We include within selling, administrative, and other expenses labor and other costs not directly related to the development and production of our vehicles, parts, accessories, and services, including such expenses as advertising and sales promotion costs.

•Contribution Costs – these costs typically vary with production volume. These costs include material (including commodity and component), warranty, and freight and duty (including tariff) costs.

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 productsproducts, technologies, and technologies,services, respond to increasing industry sales volume, and grow our market share.

The net incomeloss attributable to Ford Motor Company was $5,879$8,182 million in 2024.2025. Company adjusted EBIT was $10,208$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 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 considering the trend ofanalyzing ongoing operating results. Our pre-tax and tax special items were as follows (in millions):

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

We recorded $1,860$17,356 million of pre-tax special item charges in 2024,2025, primarily reflecting a write-downModel ofe certainasset productimpairment, specificasset assetswrite-downs and other expensescharges due to EV program cancellations, and an impairment of our investment in BOSK related to the cancellationBOSK JV disposition. For additional information, see Notes 13, 14, and 23 of athe previouslyNotes plannedto the Financial Statements. Charges related to the all-electric three-row SUV program,program continuedcancellation and resulting actions, ongoing restructuring actions in Europe, anda buyoutsfield service action for hourlyfuel employeesinjectors, inand North America. Pensionpension and OPEB remeasurement waswere aalso partialrecorded offset.as special items in 2025.

In 2024,2025, our diluted earnings per share of Common and Class B Stock was $1.46a loss of $2.06 and our diluted adjusted earnings per share was $1.84.$1.09.

Net income/(loss) margin was 3.2%negative 4.4% in 2024,2025, updown from 2.5%3.2% a year ago. Company adjusted EBIT margin was 5.5%3.6% in 2024,2025, down from 5.9%5.5% a year ago.

The year-over-year increasedecrease of $1,532$14,061 million in net income/(loss) in 20242025 was primarily driven by lowerhigher special items and higherlower Ford Blue and Ford Pro EBIT, offset partially by lower Ford Blue EBIT and higher taxes. The lowerhigher year-over-year special items primarily reflect the non-recurrenceModel ofe aasset pensionimpairment 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.cancellations as well as the BOSK JV disposition. The year-over-year decrease of $208$3,428 million in Company adjusted EBIT primarily reflects lower Ford Blue and ModelFord ePro EBIT, including the impact of new and revised tariffs, offset partially by higher Ford ProCredit EBITEBT and Fordimproved CreditModel EBT.e EBIT.

(a)Includes Ford and Lincoln brand and JMC brand vehicles produced and sold in China by our unconsolidated affiliates (about 455,000 units in 2023 and 438,000 units in 2024 and 375,000 units in 2025).

Ford Blue’s 20242025 full year EBIT was $5,284$3,024 million, a decrease of $2,178$2,245 million from a year ago, with an EBIT margin of 5.2%.3.0%. The lower EBIT was primarily driven primarily by unfavorablelower exchange,volume, including the impact of the disruption in aluminum supply, higher tariff-related costs, and adverse mixexchange. (primarilyFavorable supplier-relatednet constraints and fewer F-150s due to the new model launch)pricing and lower wholesales,material and higher cost (including higher material cost for new products and higher warranty costs). Higher currency-related pricing in South America was awere partial offset.offsets.

In 2024,2025, Ford Model e’s wholesales decreasedincreased 9%69% from a year ago, primarily reflecting lowerhigher Mustangwholesales Mach-Ein Europe, including a full year of production of the Explorer and F-150Capri Lightning wholesales due to competitive market conditions, offset partially byand the introduction of the ExplorerPuma BEV and Capri in Europe.Gen-E. Full year 20242025 revenue decreasedincreased 35%,73%, driven primarily by lowerthe net pricing and lowerhigher wholesales.

Ford Model e’s 20242025 full year EBIT loss was $5,076$4,806 million, a $375$299 million higherimprovement loss thanfrom a year ago, with an EBIT margin of negative 131.8%.72.1%. The lowerimproved EBIT was primarily driven by higher volume and lower netcosts. pricing due to industrywide competitive pressures, offset partially byThe lower costs (includinginclude battery-related rawlower material costscost, aswhich wellmore asthan otheroffset materialincreased tariff-related costs and lowervolume-related engineeringmanufacturing and warranty expense).costs.

In 2024,2025, Ford Pro’s wholesales increaseddecreased 9%1% from a year ago, primarily reflecting higherlower salesindustry ofvolume Superin DutyEurope and the Transit familyimpact of vehicles,a disruption in aluminum supply, offset partially by thehigher enddaily ofrental production of the Edgevolume in North AmericaAmerica. forFull fleetyear customers2025 revenue decreased 1%, driven by moderated pricing across fleets (including daily rental)., Fulloffset year 2024 revenue increased 15%, drivenpartially by higher wholesales, favorable mix, and higher net pricing.exchange.

Ford Pro’s 20242025 full year EBIT was $9,015$6,843 million, ana increasedecrease of $1,793$2,164 million from a year ago, with an EBIT margin of 13.5%.10.3%. The lower EBIT improvementwas wasprimarily driven by favorableunfavorable marketfleet factors.pricing Higher cost was a partial offset, (including materialdaily costs (primarily new product-related and the impact of inflation at our Ford Otosan joint venture in Türkiyerental), higherunfavorable warranty costs,mix, and higher growth-related structuraltariff-related costs. Excluding tariffs, cost improved year-over-year, driven by lower material and warranty costs.

◦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 (including tariff) 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. Structural costs include the following cost categories:

(b)U.S. 36-monthportfolio off-lease auction values at full year 20242025 mix.

TotalFord Credit’s total net receivables at December 31, 20242025 of $146.3 billion were $10.4 billion2% higher than a year ago, reflectingexplained higherprimarily consumer and non-consumer financing andby a larger operating lease portfolio.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 wereincreased down 4%3% from a year ago.ago, reflecting industrywide low used vehicle supply and high demand.

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),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. These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests. For full year 2024,2025, Corporate Other had a $619$838 million EBIT loss, compared with a $760$617 million EBIT loss in 2023.2024. The lower EBIT improvement was driven by lowerhigher corporate governance expenses andoffset partially by higher Company excluding Ford Credit interest income.

Net income/(loss) includes certain items (“special items”) that are excluded from Company adjusted EBIT. 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 considering the trend of ongoing operating results. Our pre-tax and tax special items were as follows (in millions):

(a)2022 includes $298 million related to restructuring charges in India and $198 million in North America. 2023 includes $28 million related to restructuring charges in India and $41 million in North America.

As of MarchJune 31,30, 2026, we expect to receive about $2.8$3 billion related to tariff reimbursements from the federal government and suppliers and as offsets to Company payment obligations to suppliers. IncludedAs previously disclosed, included in this amount is about $1.3 billion related to the International Emergency Economic Powers Act (“IEEPA”) and tariff rulings from the United States Supreme Court and the Court of International Trade in the first quarter of 2026.

Although we have started to receive reimbursements from the federal government (excluding those related to IEEPA), the timing for our receipt of these reimbursements is uncertain and is subject to changes in trade policy. Despite this uncertainty, we currently expect to receive about $500 million of reimbursements related to IEEPA in the second half of 2026.

For additional information regarding the impact and potential impact of trade policy and tariffs on our business, see the Outlook section on page 53 of this 10-Q Report (including the EBIT impact) as well as Item 1A. Risk Factors and “Key Trends and Economic Factors Affecting Ford and the Automotive Industry” in Item 7 in our 2025 Form 10-K Report.

As previously disclosed, 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 exploringhave potentialtemporarily sourced an alternative sourcessupply of aluminum. We have also sought mitigating actions to minimize potential disruptions to our operations. We experienced lower production subsequent to the Novelis fires in September and November 2025, and although the ultimate impact on Ford depends on a number of factors, in the second half of 2026, we expect to partially recover the production lost to date.

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. Related to the foregoing, in the firstsecond quarter of 2026, we recorded $103$481 million of charges to be paid in cash, primarily related to contractual commitments related to those programs. As previously disclosed, we may incur additional expenses and cash expenditures ofrelated to these actions, which we now expect to be up to about $4$2 billion (on a pre-tax basis). related to these actions andWe will recognize those charges in the quarter they are incurred as a special item.

TheWe expect that the regulatory and market dynamics we have observed in the EV market maywill continue to occur, which couldmay have a substantial adverse impact on our results of operations and/or business, including our investments in supply, production capacity, and equity method investments.

In the firstsecond quarter of 2026, the net incomeloss attributable to Ford Motor Company was $2,548$1,327 million, and Company adjusted EBIT was $3,488$2,503 million.

We recorded $226$4,179 million of pre-tax special item charges in the firstsecond quarter of 2026, primarily reflecting ongoingcharges restructuringwe actionsrecognized inupon Europethe closing of the transactions contemplated by the BOSK JVDA and continued charges related to the EV program cancellations previously announced in December 2025, offset partially by the impact of pension and OPEB remeasurement.2025.

In Note 18 of the Notes to the Financial Statements, special items are reflected as a separate reconciling item, as opposed to being allocated among our segments. This reflects the fact that management excludes these items from its review of operating segment results for purposespurpose of measuring segment profitability and allocating resources.

The table below shows our second quarter and first quarterhalf 2026 key metrics for the Company, compared to a year ago.

In the firstsecond quarter of 2026, our diluted earnings/(loss) per share of Common and Class B Stock was $0.63,a loss of $0.33, and our diluted adjusted earnings per share was $0.66.$0.42.

Net income/(loss) margin was 5.9%negative 2.7% in the firstsecond quarter of 2026, updown 4.72.7 percentage points from a year ago. Company adjusted EBIT margin was 8.1%5.2% in the firstsecond quarter of 2026, up 5.60.9 percentage points from a year ago.

The table below shows the details of our second quarter and first quarterhalf 2026 net income/(loss) attributable to Ford and Company adjusted EBIT (in millions).

The tables below and on the following pages provide second quarter and first quarterhalf 2026 key metrics and the change in firstsecond quarter 2026 EBIT compared with firstsecond quarter 2025 by causal factor for each of our Ford Blue, Ford Model e, and Ford Pro segments. For a description of these causal factors, see Definitions and Information Regarding Ford Blue, Ford Model e, and Ford Pro Causal Factors.

In the firstsecond quarter of 2026, Ford Blue’s wholesales weredecreased about8% flat compared tofrom a year ago.ago, Theprimarily reflecting the end of production of the Escape in North America and Focus in Europe wereand largelythe impact of the Middle East conflict, offset partially by higher utility wholesales, including Expedition, Explorer, Bronco, and Expedition.Bronco. FirstSecond quarter 2026 revenue increased 14%, primarily1%, driven by favorable mix, exchange, and net pricing.pricing, offset partially by lower wholesales.

Ford Blue’s firstsecond quarter 2026 EBIT was $1,942$1,135 million, an increase of $1,846$474 million from a year ago, with an EBIT margin of 8.1%.4.4%. The higher EBIT primarily reflects favorableimproved market factors, favorable exchange, lower regulatory compliance expense, and higher parts and accessories profit, andoffset lower regulatory compliance expenses. Costs were about flat year over year with the one-time IEEPA tariff benefit of about $700 million recognized in the first quarter of 2026 being offsetpartially by higher cost. The improved market factors reflect favorable product mix and higher net pricing, offset partially by lower volume. The higher cost primarily reflects higher commodity prices and temporary sourcing costs, including tariffs,costs associated with the disruption in aluminum supplysupply, andoffset higherpartially commodityby prices.lower tariffs (excluding temporary Novelis-related).

In the firstsecond quarter of 2026, Ford Model e’s wholesales increaseddecreased 10%53% from a year ago, primarily reflecting athe full quarterright-sizing of Mustang Mach-E production ofto themarket Puma Gen-Edemand and higher Explorer and Capri wholesales in Europe, offset partially by the discontinuation of the F-150 LightningLightning. in North America. FirstSecond quarter 2026 revenue wasdecreased flat56%, compareddriven toby alower year ago.wholesales.

Ford Model e’s firstsecond quarter 2026 EBIT loss was $777$919 million, a $72$410 million improvement from a year ago, with an EBIT margin of negative 63.1%.89.6%. The improved EBIT wasprimarily driven by about $200 million ofreflects lower losses on Gen-1 productsproducts, (including lower warranty costsvolume and highera volume),favorable one-time adjustment related to a multi-year supply agreement, offset partially by higher investmentwarranty in future Gen-2 products.expenses.

In the firstsecond quarter of 2026, Ford Pro’s wholesales decreased 10%13% from a year ago, drivenprimarily by lower Super Duty wholesales as a result of the aluminum supply disruption andreflecting the end of production of the Escape in North America for fleet customers (including daily rentalsrental), offsetlower partiallywholesales byas a result of the non-recurrencealuminum ofsupply 2025 planned downtime at the Kentucky Truckdisruption, and Kansaslower CityRanger Assemblywholesales plants.in FirstEurope. Second quarter 2026 revenue decreased 3%,5%, reflecting lower wholesales, offset partially by favorable exchangemix and mix.exchange.

The tables below provide second quarter and first quarterhalf 2026 key metrics and the change in firstsecond quarter 2026 EBT compared with firstsecond quarter 2025 by causal factor for the Ford Credit segment. For a description of these causal factors, see Definitions and Information Regarding Ford Credit Causal Factors.

(b)U.S. portfolio off-lease firstsecond quarter auction values at Q1Q2 2026 mix and YTD amounts at YTD 2026 mix.

Ford Credit’s total net receivables of $144.1$143.2 billion were 2%0.3% higherlower than a year ago, explained primarily by lower non-consumer financing, exchange, and lower consumer financing, offset partially by a larger operating lease portfolio and exchange, offset partially by lower non-consumer financing.portfolio. The firstsecond quarter 2026 U.S. loss-to-receivables ratio of 7252 basis points increased from a year ago, primarily reflecting higher repossessions.repossessions and higher severities. U.S. auction values increasedremain 1%stable year over year, reflecting strong customer demand.year.

Ford Credit’s firstsecond quarter 2026 EBT of $783$757 million was $203$112 million higher than a year ago, explained primarily by higherimproved financing margin, net favorable items included in Other, and higher volume and mix. Included in Other is the non-recurrence of a charge related to U.K. commissions redress, offset partially by a decrease in favorable derivative market valuation adjustments (included in Other), and exchange, offset partially by higher credit losses.adjustments.

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 realized and unrealized gains and losses on 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. These include expenses related to setting and directing global policy, providing oversight and stewardship, and promoting the Company’s interests. In the firstsecond quarter of 2026, Corporate Other had a $145$188 million EBIT loss, compared to a $117$155 million EBIT loss a year ago.

Interest on Debt, which consists of interest expense on Company debt excluding Ford Credit, was $350$357 million in the firstsecond quarter of 2026, $62$60 million higher than a year ago.ago, which includes the impact of our assumption of the DOE loan from BOSK.

Our Provision for/(Benefit from) income taxes for the second quarter and first quarterhalf of 2026 was a provisionbenefit of $361$711 million and $350 million, respectively, resulting in an effective tax rate of 12.4%,35.0% partiallyfor the second quarter and negative 39.8% for the first half. These rates were driven by a benefit of $273 million in the second quarter resulting from the recognition of a U.S. Qualified Opportunity Zone tax incentive, which was treated as a special item. The first half rate was also driven by a benefit resulting from a tax law change in the United Kingdom during the period.Kingdom.

Our second quarter and first quarterhalf 2026 adjusted effective tax rate,rates, which excludesexclude special items, waswere 13.9%.20.5% and 16.6%, respectively.

During the secondthird quarter of 2026, we anticipate recognizing a tax benefit of up to $350$200 millionmillion, arisingresulting from U.Slegal Qualifiedentity Opportunityrestructuring Zoneof taxour incentives.South American operations. The benefit is expected to be treated as a special item.

At MarchJune 31,30, 2026, total cash, cash equivalents, marketable securities, and restricted cash, including Ford Credit and entities held for sale, was $30.8$31.6 billion.

(ab)Balances at MarchJune 31,30, 2026 reflect net funded status at December 31, 2025, updated for: service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. For plans without interim remeasurement, the discount rate and rate of expected return assumptions are unchanged from year-end 2025.

Liquidity. Our key priority is to maintain a strong balance sheet to withstand potential stress scenarios, while having resources available to invest in and grow our business. At MarchJune 31,30, 2026, we had Company cash of $22.0$22.3 billion (after the repayment of our 0.00% Convertible Senior Notes, which was not refinanced, and share repurchases under our anti-dilutive share repurchase program), and liquidity of $43.1$43.4 billion. At MarchJune 31,30, 2026, about 82%86% of Company cash was held by consolidated entities domiciled in the United States.

The terms of the offtake agreements we have entered into, and those we may enter into in the future, vary by transaction, though they generally obligate us to purchase a certain percentage or minimum amount of output produced by the counterparty over an agreed upon period of time. The purchase price mechanisms included in our offtake agreements are typically based on the market price of the material at the time of delivery. The terms may also include conditions to our obligation to purchase the materials, such as quality or minimum output. Subject to satisfaction of those conditions, we will be obligated to purchase the materials or otherwise compensate the supplier in an amount determined by the contract. As of MarchJune 31,30, 2026, 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 $5.9$6.4 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. 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.

Financial institutions participate in a supply chain finance (“SCF”) program that enables our suppliers, at their sole discretion, to sell their Ford receivables (i.e., our payment obligations to the suppliers) to the financial institutions on a non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary inclusion of invoices in the SCF program has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no economic interest in a supplier’s decision to participate in the SCF program, and we do not provide any guarantees in connection with it. As of MarchJune 31,30, 2026, the outstanding amount of Ford receivables that suppliers elected to sell to the SCF financial institutions was $141$68 million. The amount settled through the SCF program during the first quarterhalf of 2026 was $287$491 million.

Our firstsecond quarter 2026 Net cash provided by/(used in) operating activities was $1.3$4.3 billion, $2.4$2.0 billion lower than a year ago (see page 5961 for additional information). The decrease primarily reflects lower accruednet liabilities,income and lower working capital, and Ford Credit operating cash,cash flows, offset partially by higher networking income.capital. Company adjusted free cash flow was negative $1.9$2.1 billion, $0.4$0.7 billion lower than a year ago, primarily driven by unfavorable timing differences,differences and higher net spending,spending and lowertax and interest payments. Higher Ford Credit distributions, working capital, offset partially by higherand Company adjusted EBIT excluding Ford Credit andwere higherpartial Ford Credit distributions.offsets.

Capital spending was $2.4 billion in the firstsecond quarter of 2026, an increase of $0.6$0.3 billion from a year ago. We continue to expect full year 2026 capital spending to be in the range of $9.5 billion to $10.5 billion.

FirstSecond quarter 2026 working capital impact was negative $0.9$0.6 billion, driven by higher inventorytrade and receivables,payables, offset partially by higher tradeinventory payables,and higher receivables, each compared to DecemberMarch 31, 2025.2026. All other and timing differences were negative $3$0.6 billion. Timing differences include differences between accrual-based EBIT and the associated cash flows (e.g., marketing incentive and warranty payments to dealers, JV equity income, compensation payments, and pension and OPEB income or expense). Cash outflows related to our warranty accruals are expected to occur over several years.

In the firstsecond quarter of 2026, we contributed $178$148 million to our global funded pension plans. We continue to expect to contribute about $550 million to our global funded pension plans in 2026.

Shareholder distributions (including cash dividends and anti-dilutive share repurchases) were $0.9$0.6 billion in the firstsecond quarter of 2026.2026, all of which was attributable to our regular dividend.

Available Credit Lines. Total Company committed credit lines, excluding Ford Credit, at MarchJune 31,30, 2026 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 MarchJune 31,30, 2026, $2.3 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.

Our corporate, supplemental, and 364-day revolving credit facilities were amended as of April 15, 2026 to extend the maturity dates of the commitments under each facility. FollowingLenders theunder our corporate credit facility amendment,have $3.4 billion of commitments maturematuring on April 13, 2029 and $10.1 billion of commitments maturematuring on April 15, 2031. FollowingLenders theunder our supplemental revolving credit facility amendment,have $2.0 billion of commitments maturematuring on April 13, 2029. FollowingLenders theunder our 364-day revolving credit facility amendment,have $2.5 billion of commitments maturematuring on April 14, 2027.

The sustainability-linked targets previously included in the corporate, supplemental, and 364-day credit agreements were removed as part of the April 2026 amendments described above and the applicable margin and facility fees under those facilities will no longer be adjusted based on whether Ford achieves, or fails to achieve, certain sustainability-linked targets.

Debt. As shown in Note 12 of the Notes to the Financial Statements, at MarchJune 31,30, 2026, Company debt excluding Ford Credit was $19.6$23.6 billion (including $0.9$1.0 billion of finance leases). This balance is $2.3$1.7 billion lowerhigher than at December 31, 2025, primarily reflecting our assumption of the DOE loan from BOSK in May 2026, offset partially by the repayment of the principal amount of our 0.00% Convertible Senior Notes due March 15, 2026.2026 in the first quarter.

Ford Credit remains well capitalized with a strong balance sheet and funding diversified across platforms and markets. Ford Credit ended the firstsecond quarter of 2026 with $29.8$27.4 billion of liquidity, up $5.2$2.8 billion from year-end. Ford Credit continues to have robust access to capital markets, completing $11$19 billion of public term issuances through AprilJuly 28,27, 2026.

Net receivables of $144.1$143.2 billion at MarchJune 31,30, 2026 were funded primarily with term unsecured debt and term asset-backed securities. Securitized funding as a percent of total debt was 40.2%40.7% as of MarchJune 31,30, 2026.

Public Term Funding Plan. The following table shows Ford Credit’s issuances for full year 2024 and 2025, planned issuances for full year 2026, and its global public term funding issuances through AprilJuly 28,27, 2026, excluding short-term funding programs (in billions):

For 2026, Ford Credit continuesnow to projectprojects full year public term funding in the range of $24$26 billion to $30$31 billion.

Ford Credit’s net liquidity available for use will fluctuate quarterly based on factors including near-term debt maturities, receivable growth and decline, and timing of funding transactions. At MarchJune 31,30, 2026, Ford Credit’s net liquidity available for use was $29.8$27.4 billion, $5.2$2.8 billion higher than year-end 2025, reflecting strong access to public funding markets. At MarchJune 31,30, 2026, Ford Credit’s liquidity sources, including cash, committed asset-backed facilities, and committed unsecured credit facilities, totaled $52.7 billion, down $1.7 billion from year-end 2025, primarily explained by lower cash.cash and committed asset-backed facilities.

Ford Credit plans its leverage by considering market conditions and the risk characteristics of its business. At MarchJune 31,30, 2026, Ford Credit’s financial statement leverage was 9.59.4:1.

Pension Plans - Funded Balances. As of MarchJune 31,30, 2026, our total Company pension overfunded status reported on our consolidated balance sheets was $300$501 million and reflects the net funded status at December 31, 2025, updated for: service and interest cost; expected return on assets; curtailments, settlements, and associated interim remeasurement (where applicable); separation expense; actual benefit payments; and cash contributions. For plans without interim remeasurement, the discount rate and rate of expected return assumptions are unchanged from year-end 2025.

There have been no rating actions taken by these NRSROs since the filing of our 2025Quarterly Report on Form 10-K10-Q Report.for the quarter ended March 31, 2026.