Form 4: Ford’s Andrew Frick Nets 28,801 Shares via RSUs

Ford executive Andrew Frick converted 51,067 RSUs to common stock and had 22,266 shares withheld for taxes, increasing direct holdings to 112,740 shares.

Summary

• Andrew Frick (President, Ford Blue & Model e) settled 51,067 Restricted Stock Units (21,095 + 29,972) into Ford common stock on 11/15/2025 under the Long-Term Incentive Plan.
• On 11/17/2025, 22,266 shares were withheld by the company at $13.19 per share to cover tax liabilities tied to the RSU settlement (Transaction Code F).
• Direct beneficial ownership after these transactions stands at 112,740 common shares.
• Net increase in directly held shares is 28,801 (shares received from RSU settlement minus tax withholding).
• Following the settlement, 60,854 Ford Stock Units remain outstanding (including units added via reinvested dividend equivalents).
• Transactions were recorded as Transaction Code M for RSU settlement and Code F for tax withholding.

Sentiment

Score: 6

Explanation: Routine equity award settlement with a net increase in insider ownership and no open-market selling beyond tax withholding.

Positives

• Net increase of 28,801 directly held shares, signaling higher insider ownership.
• No open-market sales disclosed; share reduction was solely due to tax withholding (22,266 shares at $13.19).
• 60,854 Ford Stock Units remain outstanding, aligning compensation with shareholder value via equity.

Negatives

• A substantial portion of vested shares (22,266) was withheld for taxes, reducing the net increase in directly held shares.
• No operational, financial performance metrics, or guidance provided.

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• Restricted Stock Units were settled into common shares under the Long-Term Incentive Plan.
• Shares were withheld to satisfy income tax liabilities stemming from the RSU settlement.
• Remaining unit balances include reinvested dividend equivalent units.

Industry Context

Routine RSU vesting and tax withholding by senior executives is standard across large automakers and broader S&P 500 companies; such transactions typically reflect compensation timing rather than signaling operational changes.

Comparison to Industry Standards

• Consistent with peers (e.g., GM, Stellantis, Tesla) where executives regularly receive RSU settlements with shares withheld for taxes rather than conducting open-market sales.
• Use of dividend equivalent reinvestments in equity awards aligns with common practice in large-cap compensation programs.
• Net increase in insider holdings is typical in annual/periodic vesting cycles and does not deviate from governance norms.

Stakeholder Impact

• Increased insider ownership may be perceived as stronger alignment with shareholders.
• No implications for customers, suppliers, or creditors indicated.
• No new dilution or capital structure changes disclosed beyond standard equity award settlement mechanics.

Key Dates

Keywords

Ford Motor Company, Form 4, insider transaction, Andrew Frick, restricted stock units, RSU vesting, beneficial ownership, tax withholding, long-term incentive plan, Ford Blue, Model e