8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: December 15, 2023

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-3950		38-0549190
(Commission File Number)		(IRS Employer Identification No.)
One American Road
Dearborn,	Michigan	48126
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

    (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

    (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	F	New York Stock Exchange
6.200% Notes due June 1, 2059	FPRB	New York Stock Exchange
6.000% Notes due December 1, 2059	FPRC	New York Stock Exchange
6.500% Notes due August 15, 2062	FPRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    Ford Motor Company (“Ford” or the “Company”) issued a press release on December 15, 2023 announcing certain leadership changes, including that Cathy O’Callaghan, presently Vice President, Controller, is appointed Chief Executive Officer, Ford Motor Credit Company, effective February 12, 2024. Mark Kosman, currently Director, Global Accounting, is appointed Chief Accounting Officer, effective February 12, 2024. Ms. O’Callaghan will retain the duties of Controller until February 12, 2024. The Company’s press release is attached to this Report as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

EXHIBITS*

Designation	Description	Method of Filing
Exhibit 99	News release dated December 15, 2023	Filed with this Report
Exhibit 104	Cover Page Interactive Data File	**
	(formatted in Inline XBRL)

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FORD MOTOR COMPANY
		(Registrant)
Date: December 15, 2023	By:	/s/ David J. Witten
		David J. Witten
		Assistant Secretary

*	Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
**	Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

EX-99



1 www.facebook.com/ford www.medium.com/@ford www.twitter.com/ford www.instagram.com/ford Ford Credit’s Harris to Retire, Be Succeeded by O’Callaghan; Kosman to Follow O’Callaghan as Ford Chief Accounting Officer • Marion Harris will retire in March, capping 25 years at Ford, the past four as president and CEO, Ford Credit, which is transforming itself into a highly customer-focused fintech • Cathy O’Callaghan, a longtime global company leader and Ford’s vice president and controller since 2018, to assume leadership of Ford Credit in mid-February • Mark Kosman, who has played a significant role in aligning financial reporting with the Ford+ growth strategy and is streamlining Ford’s ERP, selected to be chief accounting officer DEARBORN, Mich., Dec. 15, 2023 – The accomplished leader of Ford’s customer-focused financial services business will retire during the first part of next year and be succeeded by a longtime company finance colleague. Marion Harris will retire March 1 as president and CEO of Ford Credit; he’ll be replaced by Cathy O’Callaghan, Ford’s vice president, controller, and chief accounting officer since June 2018. Under Harris, Ford Credit developed and is implementing an ambitious digitization and personalization of its customer offerings, remaking itself into a true technology-based financial services company, or “fintech.” At the same time, Mark Kosman, presently director, Global Accounting, has been chosen to succeed O’Callaghan as Ford’s chief accounting officer. The new roles for O’Callaghan and Kosman are effective Feb. 12, after Ford has reported its fourth-quarter and full-year 2023 financial results. O’Callaghan and Kosman will report to CFO John Lawler. “Under Marion, Ford Credit was a source of strength through the global pandemic and now is remaking itself to support customers, dealers and Ford in an entirely new era of transportation and software-enabled services,” Lawler said. “Cathy is exceptionally well prepared to help complete that transition and grow the business, with her comprehensive global knowledge about Ford and an attention to customers that’s vital to winning over the long haul.” Harris became the head of Ford Credit in November 2019, having previously served as the unit’s CFO and treasurer. Among other strategically important roles in his 25 years with Ford was leading market-defining capital transactions that funded Ford Credit through the Great Recession. Harris also managed the Mobility Business Group, which scaled the FordPass vehicle-control application and the business that would become Ford Pro Telematics. “It’s really been an honor to serve this great American company for so long and to be leaving Ford Credit financially strong, with a great growth plan and a leadership team that will get it done,” Harris said. “We’re transforming the experience for our customers and dealers, so that Ford Credit remains a powerful reason why people choose and stay with Ford Motor Company.” O’Callaghan brings a wealth of global financial experience to her new role. As Ford’s controller and chief accounting officer, she led a huge project to align Ford’s financial reporting with the three distinct, customer-centered business segments, which starting this year represent how the

2 company is organized and operates: Ford Blue, for iconic gas and hybrid vehicles; Ford Model e, for breakthrough vehicles, together with advanced digital platforms and software for all of Ford’s product lines; and Ford Pro, for products and services that help commercial customers maximize their operations. Previously, O’Callaghan was CFO of Ford South America and also held key leadership positions in Ford of Europe: finance director for Product Development, controller of European Manufacturing Operations and Logistics, finance director of Ford of Britain, and finance director of Ford Switzerland. She joined Ford in 1990. According to Lawler, Kosman, who has been with Ford since 1989, is ideal to serve as CAO. He had a major hand in the recent financial-reporting strategic redesign and is presently leading development of Ford’s new enterprise resource planning, or ERP, to streamline accounting, procurement and supply chain operations, project management, risk management, and compliance. # # # About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan, committed to helping build a better world, where every person is free to move and pursue their dreams. The company’s Ford+ plan for growth and value creation combines existing strengths, new capabilities and always-on relationships with customers to enrich experiences for customers and deepen their loyalty. Ford develops and delivers innovative, must-have Ford trucks, sport utility vehicles, commercial vans and cars and Lincoln luxury vehicles, along with connected services. The company does that through three customer- centered business segments: Ford Blue, engineering iconic gas-powered and hybrid vehicles; Ford Model e, inventing breakthrough EVs along with embedded software that defines exceptional digital experiences for all customers; and Ford Pro, helping commercial customers transform and expand their businesses with vehicles and services tailored to their needs. Additionally, Ford is pursuing mobility solutions through Ford Next, and provides financial services through Ford Motor Credit Company. Ford employs about 177,000 people worldwide. More information about the company and its products and services is available at corporate.ford.com. Contacts: Fixed-Income Media T.R. Reid 1.313.319.6683 Equity Investment Community Lynn Antipas Tyson 1.914.485.1150 Investment Community Christopher Conti 1.313.418.1673 Shareholder Inquiries 1.800.555.5259 or 1.313.845.8540 treid22@ford.com ltyson4@ford.com cconti5@ford.com stockinf@ford.com

XML

Document	Dec. 15, 2023
Document Information [Line Items]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Dec. 15, 2023
Entity Registrant Name	FORD MOTOR CO
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3950
Entity Tax Identification Number	38-0549190
Entity Central Index Key	0000037996
Entity Address, Address Line One	One American Road
Entity Address, City or Town	Dearborn,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48126
City Area Code	313
Local Phone Number	322-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	F
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
FPRB [Member]
Document Information [Line Items]
Title of 12(b) Security	6.200% Notes due June 1, 2059
Trading Symbol	FPRB
Security Exchange Name	NYSE
FPRC [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Notes due December 1, 2059
Trading Symbol	FPRC
Security Exchange Name	NYSE
FPRD
Document Information [Line Items]
Title of 12(b) Security	6.500% Notes due August 15, 2062
Trading Symbol	FPRD
Security Exchange Name	NYSE