SEC Form 40-F filed by Magna International Inc.

The Registrant’s Annual Information Form for the year ended December 31, 2025 is attached as Exhibit 99.1 (the “Annual Information Form”) to this annual report on Form 40-F and is incorporated by reference herein.

The Registrant’s Management’s Discussion and Analysis of Results of Operations and Financial Position for the year ended December 31, 2025 is included in Exhibit 99.2 attached to this annual report on Form 40-F and is incorporated by reference herein.

The Registrant’s consolidated audited financial statements as at and for the fiscal years ended December 31, 2025 and December 31, 2024, including the reports of an independent registered public accounting firm, prepared by Deloitte LLP (“Deloitte”) with respect thereto, are included in Exhibit 99.3 attached to this annual report on Form 40-F and are incorporated by reference herein.

Notwithstanding any reference to the Registrant’s website in the Annual Information Form or in the documents attached or incorporated as exhibits hereto, the information contained on the Registrant’s website, or any other website referred to on the Registrant’s website, is not a part of this annual report on Form 40-F and, therefore, is not filed with the Commission.

The Registrant has made in the documents filed as part of this annual report on Form 40-F, and from time to time may otherwise make “forward-looking statements”, within the meaning of Section 21E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the U.S. Securities Act of 1933, and related assumptions concerning its operations, economic performance and financial matters. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related assumptions due to a variety of factors. Reference is made to the section titled “Forward-Looking Statements” of the Annual Information Form for a discussion of such factors.

The Registrant’s President and Chief Executive Officer and its Executive Vice-President and Chief Financial Officer are responsible for establishing and maintaining the Registrant’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Disclosure Controls and Procedures

The disclosure provided under the heading Controls and Procedures – Disclosure Controls and Procedures included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.

Internal Control Over Financial Reporting

The disclosure provided under the heading Controls and Procedures – Management’s Annual Report on Internal Control Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.

Changes in Internal Controls Over Financial Reporting

The disclosure provided under the heading Controls and Procedures – Changes in Internal Controls Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.

The Registrant has a separately designated standing audit committee of its Board of Directors (the “Audit Committee”), which is currently comprised of the following members of the Registrant’s Board of Directors: Mary Lou Maher (Chair), Jan R. Hauser, Jay K. Kunkel and Peter Sklar.

The Registrant’s Board of Directors has determined that each of Ms. Maher, Ms. Hauser, Mr. Kunkel and Mr. Sklar, is an “audit committee financial expert” and that each member of the Audit Committee is “independent” and “financially literate”, as such terms are defined in the listing standards of the New York Stock Exchange and Exchange Act Rule 10A-3.

The Registrant has adopted a code of ethics that applies to all of its employees, including its Chief Executive Officer, its Chief Financial Officer, its Controller and other persons performing similar functions. The full text of such code of ethics is available on the Registrant’s website at www.magna.com under the Company – ESG – Leadership & Governance section.

As a “foreign private issuer” listed on The New York Stock Exchange (the “NYSE”), the Registrant is required to disclose the significant ways in which its corporate governance practices differ from those to be followed by U.S. domestic issuers under the NYSE listing standards. There is only one significant difference between the Registrant’s corporate governance practices and those required of U.S. domestic companies under NYSE listing standards. NYSE listing standards require shareholder approval of all “equity compensation plans” and material revisions to these types of plans (with limited exceptions). The rules of the Toronto Stock Exchange (the “TSX”) require shareholder approval of “security-based compensation arrangements,” which are plans that involve newly issued shares, or specified amendments to such plans. The Registrant follows the TSX rules and has previously obtained shareholder approval for the following security-based compensation arrangements:

The Registrant also has three equity compensation arrangements which involve the purchase of its common shares in the secondary trading market at market prices:

The rules of the TSX do not require shareholder approval for these equity compensation arrangements and accordingly the Registrant has not sought shareholder approval of any of the foregoing plans.

The table below shows the fees for professional services rendered by our principal accountant, Deloitte, for the fiscal years ended December 31, 2025 and December 31, 2024.

The services comprising the “Audit Fees” category for each of the last two fiscal years were performed by Deloitte to comply with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), including integrated audit of the consolidated financial statements and quarterly reviews. In some cases, fees in this category may include an appropriate allocation of fees for tax services or accounting consultations, to the extent such services were necessary to comply with the standards of the PCAOB. This category includes fees incurred in connection with the audit of our internal control over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002.

The services comprising the “Audit-Related Fees” category consists of fees paid in respect of assurance and related services, including such things as due diligence relating to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, services related to statutory audits of certain foreign subsidiaries, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. Audit-related services actually provided by Deloitte in each of fiscal 2025 and fiscal 2024 consisted of: services related to statutory audits of certain foreign subsidiaries, assurance services and procedures related to attest engagements not required by statute or regulation, due diligence and other assurance services.

The services comprising the “Tax Fees” category consists of all fees paid in respect of tax compliance, planning and advisory services performed by Deloitte’s tax professionals, except those services required in order to comply with the standards of the PCAOB which are included under “Audit Services”. The tax services actually provided by Deloitte in each of fiscal 2025 and fiscal 2024 consisted of: domestic and international tax advisory, compliance and research services, as well as transfer pricing advisory services.

The category “All Other Fees” captures fees in respect of all permitted services not falling under any of the previous categories.

In order to protect Deloitte’s independence, the Audit Committee has a process for pre-approving all services provided by, and related fees to be paid to, Deloitte. This process includes reviewing, on a quarterly basis, the details and associated costs of the services expected to be provided by Deloitte. Audit Committee approval is required for any services that have not previously been approved by the Audit Committee. In assessing the impact of any proposed services on auditor independence, the Audit Committee considers whether:

None of the services provided by Deloitte in 2025 were treated as exempt from pre-approval pursuant to the de minimis provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

The tabular disclosure regarding the Registrant’s known contractual obligations provided under the heading Financial Condition, Liquidity and Capital Resources – Contractual Obligations included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

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