Ford (NYSE: F) flags $0.6B pension remeasurement loss with no cash impact

Rhea-AI Filing Summary

Ford Motor Company is updating investors on how pension and other postretirement employee benefits will affect its fourth quarter 2025 results. Because Ford uses mark-to-market accounting, it records gains and losses from remeasuring these plans immediately in income as special items.

Ford expects a pre-tax remeasurement loss of about $0.6 billion, split between a $0.3 billion loss on U.S. pension plans and a $0.3 billion loss on non-U.S. pension plans, with an immaterial impact from OPEB plans. After tax, this is expected to reduce net income by around $0.5 billion.

The loss is treated as a special item, so it will not affect Ford’s total Company adjusted EBIT or adjusted earnings per share. The remeasurement had no impact on 2025 cash and does not change expected 2026 pension contributions. Ford states its funded plans remain fully funded. It expects pension plans to be underfunded by about $0.2 billion and OPEB plans by about $4.4 billion at year-end 2025, compared with $0.5 billion and $4.4 billion at year-end 2024.

Insights

Equity and credit analyst

Ford flags a sizable non-cash pension loss that hits GAAP earnings but leaves adjusted metrics and cash untouched.

Ford expects a pre-tax remeasurement loss of $0.6 billion on pension and OPEB plans for Q4 2025, driven mainly by actuarial losses in U.S. plans and updated assumptions, such as improved life expectancy, for non-U.S. plans. On an after-tax basis, this is expected to reduce net income by about $0.5 billion.

Because Ford classifies these remeasurement effects as special items, they will not affect total Company adjusted EBIT or adjusted earnings per share. The company also states the remeasurement had no effect on 2025 cash and does not change expected pension contributions for 2026, which limits near-term liquidity impact based on this disclosure.

Ford indicates its funded plans remain fully funded and that, including 2025 remeasurement losses, it expects year-end 2025 underfunded status of about $0.2 billion for pension plans and $4.4 billion for OPEB, versus $0.5 billion and $4.4 billion at year-end 2024. Subsequent filings may provide additional detail on how these assumptions evolve.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

0000037996False00000379962026-01-292026-01-290000037996f:FPRBMember2026-01-292026-01-290000037996f:FPRCMember2026-01-292026-01-290000037996f:FPRDMember2026-01-292026-01-29

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: January 29, 2026

(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 7.01. Regulation FD Disclosure.

Ford Motor Company uses the mark-to-market method of accounting for pension and other postretirement employee benefits (“OPEB”). Under this method, we recognize pension and OPEB remeasurement gains and losses in income when incurred rather than amortizing them over time as a component of net periodic benefit cost. The remeasurement gains and losses are reported as special items since we believe they are not reflective of our ongoing operating activities.

We expect to record a pre-tax remeasurement loss in our fourth quarter 2025 results of approximately $0.6 billion related to our pension and OPEB plans. This includes a $0.3 billion loss associated with pension plans in the United States, a $0.3 billion loss associated with pension plans outside the United States, and an immaterial impact for OPEB plans globally. The remeasurement loss for U.S. plans was largely driven by actuarial losses compared to plan assumptions. The remeasurement loss for non-U.S. plans was largely driven by changes in key plan measurement assumptions, such as improved life expectancy. On an after-tax basis, the remeasurement loss is expected to decrease our net income/(loss) by about $0.5 billion based on the tax impact in the jurisdictions where there are remeasurement gains and losses. Because the remeasurement is a special item, it will not affect our total Company adjusted EBIT or adjusted earnings per share. The remeasurement did not have an effect on our cash in 2025 and does not change our expectations for pension contributions in 2026. In aggregate, our funded plans remain fully funded.

Including the impact of remeasurement losses during 2025, we expect the underfunded status for our pension and OPEB plans to be about $0.2 billion and $4.4 billion, respectively, at year-end 2025, compared with $0.5 billion and $4.4 billion, respectively, at year-end 2024.

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: January 29, 2026			By:			/s/ David J. Witten
						David J. Witten
						Assistant Secretary

FAQ

What pension and OPEB impact did Ford (F) disclose for Q4 2025?

Ford expects a pre-tax remeasurement loss of about $0.6 billion on its pension and OPEB plans in Q4 2025. This reflects actuarial losses in U.S. plans and updated assumptions, including life expectancy, in non-U.S. plans, with an immaterial effect from OPEB globally.

How will Fords 2025 pension remeasurement affect net income and adjusted earnings?

Ford expects the pension and OPEB remeasurement to reduce 2025 net income by about $0.5 billion after tax. However, the company treats this as a special item, so it will not affect total Company adjusted EBIT or adjusted earnings per share reported to investors.

Does Fords 2025 pension remeasurement loss affect its cash or 2026 contributions?

Ford states the 2025 remeasurement had no effect on its cash during 2025 and does not change expectations for pension contributions in 2026. The impact is an accounting adjustment under mark-to-market, rather than a current-year cash outflow for the company.

What underfunded status does Ford (F) expect for pension and OPEB at year-end 2025?

Ford expects pension plans to be underfunded by about $0.2 billion and OPEB plans by about $4.4 billion at year-end 2025. This compares with underfunded levels of approximately $0.5 billion and $4.4 billion at year-end 2024, respectively.

How does Ford account for pension and OPEB remeasurement gains and losses?

Ford uses mark-to-market accounting for pension and OPEB, recognizing remeasurement gains and losses in income when incurred. These amounts are reported as special items because Ford believes they are not reflective of its ongoing operating activities or core business performance.

Are Fords pension plans still fully funded after the 2025 remeasurement?

Ford states that its funded pension plans remain fully funded even after recognizing 2025 remeasurement losses. While it expects some underfunded status in aggregate, the company emphasizes that its funded plans overall continue to be fully funded at the year-end 2025 measurement.