Ford Motor Co Files 8-K on Material Agreement
Ticker: F-PD · Form: 8-K · Filed: Sep 13, 2024 · CIK: 37996
Sentiment: neutral
Topics: material-agreement, filing, corporate-action
Related Tickers: F
TL;DR
Ford filed an 8-K for a new material agreement, details to follow.
AI Summary
Ford Motor Company filed an 8-K on September 12, 2024, reporting on a material definitive agreement. The filing indicates modifications to the rights of security holders and includes financial statements and exhibits. Specific details of the agreement and financial figures are not provided in this excerpt.
Why It Matters
This filing signals a significant contractual development for Ford, potentially impacting its financial structure or operations.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company.
Key Players & Entities
- FORD MOTOR CO (company) — Registrant
- September 12, 2024 (date) — Date of earliest event reported
- Dearborn, Michigan (location) — Principal executive offices
FAQ
What is the nature of the material definitive agreement Ford entered into?
The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in this excerpt.
What are the key modifications to the rights of security holders mentioned in the filing?
The filing states there were material modifications to the rights of security holders, but the specifics of these modifications are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on September 12, 2024.
Where are Ford Motor Company's principal executive offices located?
Ford Motor Company's principal executive offices are located at One American Road, Dearborn, Michigan.
What items are included in this 8-K filing?
This 8-K filing includes information on the entry into a material definitive agreement, material modifications to the rights of security holders, and financial statements and exhibits.
Filing Stats: 1,011 words · 4 min read · ~3 pages · Grade level 10 · Accepted 2024-09-13 16:30:07
Key Financial Figures
- $43 billion — ributes that would offset approximately $43 billion of taxable income. Ford can utilize the
Filing Documents
- f-20240912.htm (8-K) — 34KB
- exhibit4amendmentno5totbpp.htm (EX-4) — 14KB
- 0000037996-24-000176.txt ( ) — 219KB
- f-20240912.xsd (EX-101.SCH) — 4KB
- f-20240912_def.xml (EX-101.DEF) — 15KB
- f-20240912_lab.xml (EX-101.LAB) — 29KB
- f-20240912_pre.xml (EX-101.PRE) — 16KB
- f-20240912_htm.xml (XML) — 5KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement .
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders . On September 12, 2024, Ford Motor Company ("Ford") entered into Amendment No. 5 to the Tax Benefit Preservation Plan (the "TBPP") between Ford and Computershare Trust Company, N.A., as rights agent. The TBPP is designed to preserve Ford's substantial tax attributes, including tax credit carryforwards. Originally entered into as of September 11, 2009, the TBPP was amended by Amendment No. 1 effective September 11, 2012, was amended by Amendment No. 2 effective September 9, 2015, was amended by Amendment No. 3 effective September 13, 2018, was amended by Amendment No. 4 effective September 9, 2021, and was scheduled to expire at the close of business on September 30, 2024. Amendment No. 5 to the TBPP, which was approved by Ford's Board of Directors, extends the expiration date of the TBPP to September 30, 2027 (subject to other earlier termination events, including final adjournment of Ford's 2025 annual meeting of shareholders if shareholder approval of the extension has not been received prior to that time). At year-end 2023, Ford had tax attributes that would offset approximately $43 billion of taxable income. Ford can utilize these tax attributes in certain circumstances to offset taxable income and reduce its federal income tax liability. Ford's ability to use the tax attributes would be substantially limited if there were an "ownership change" as defined under Section 382 of the Internal Revenue Code and Internal Revenue Service rules. As part of the TBPP, in 2009 the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of common stock and class B stock. The preferred share purchase rights would only be activated if triggered by the TBPP. As a continuation of the current TBPP, if any person or group acquires 4.99 percent or more of the outstanding shares of common stock (subject to certain exceptions), there would be a triggering event under
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits . EXHIBITS Designation Description Method of Filing Exhibit 4 Amendment No. 5 effective September 12, 2024 to the Tax Benefit Preservation Plan between Ford Motor Company and Computershare Trust Company, N.A., as Rights Agent Filed with this Report Exhibit 104 Cover Page Interactive Data File * (formatted in Inline XBRL) * Submitted electronically with this Report in accordance with the provisions of Regulation S-T. 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: September 13, 2024 By: /s/ David J. Witten David J. Witten Assistant Secretary