Ford Motor Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Auto Manufacturing
Consumer Discretionary
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: July 28, 2025
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 28, 2025, Ford Motor Company (“Ford” or the “Company”) entered into a Term Loan Credit Agreement (the “Credit Agreement”) among Ford, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement is attached hereto as Exhibit 10 and is incorporated by reference herein.
Under the Credit Agreement, lenders have provided $3.0 billion of commitments, which are available to Ford through July 28, 2026. Any unused commitments under the Credit Agreement will automatically terminate after that date, and any loans drawn under the Credit Agreement will mature on December 31, 2028.
The Credit Agreement’s terms and conditions are generally consistent with Ford’s corporate, supplemental, and 364-day revolving credit facilities. The Credit Agreement is unsecured, with interest calculated at market interest rates for Daily Simple SOFR loans (or an alternative base rate) subject to an applicable margin; however, this margin is not subject to adjustment based on sustainability-linked targets like Ford’s other credit facilities. The Credit Agreement contains representations, warranties, and covenants that are typical for these types of commercial credit agreements. The affirmative covenants include delivery of Ford’s financial statements, delivery of compliance certificates and notices of default, maintenance of Ford’s automotive business and corporate existence, and requirements for subsidiaries to guarantee the obligations if Ford fails to maintain at least two investment grade ratings from Fitch, Moody’s, and S&P on its senior, unsecured, long-term indebtedness. The negative covenants, subject to certain exceptions, include limitations on Ford’s ability to merge or consolidate with another person, a limitation on liens, a negative pledge, and a limitation on sale-leaseback transactions. The Credit Agreement is free of material adverse change conditions to borrowing and credit rating triggers that could limit Ford’s ability to draw on the agreement or trigger early repayment. The Credit Agreement contains a liquidity covenant that requires Ford to maintain a minimum of $4 billion in aggregate of domestic cash, cash equivalents, and loaned and marketable securities and/or availability under its existing credit facilities.
Some of the lenders who are parties to the Credit Agreement, and their affiliates, have relationships with Ford and its subsidiaries involving the provision of various banking, underwriting, and other financial services.
The foregoing description does not constitute a complete summary of the Credit Agreement and is qualified by reference to the full text of the Credit Agreement.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
| Designation | Description | Method of Filing | ||||||
| Term Loan Credit Agreement, dated as of July 28, 2025, by and among Ford, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative 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: July 28, 2025 | By: | /s/ David J. Witten | ||||||
| David J. Witten | ||||||||
| Assistant Secretary | ||||||||