FORD MOTOR CO 8-K

What Happened

• Ford Motor Company closed transactions on May 20, 2026 that redeemed its membership interest in BlueOval SK, LLC (BOSK), ended its remaining capital commitment to BOSK, and caused a Ford subsidiary (Ford Energy Battery LLC, “FEB”) to acquire BOSK’s interests in two Kentucky battery plants (subject to DOE liens). As part of the closing, Ford was released from the prior Sponsor Support Agreement and assumed a promissory note for $3,805,040,000 payable to the U.S. Department of Energy and entered into a Loan Arrangement and Reimbursement Agreement with DOE (filed as Exhibit 10).

Key Details

• Ford assumed a $3,805,040,000 DOE loan and the loan interest rate is 4.814% per year.
• Payment schedule: quarterly interest-only payments through Jan 15, 2030; quarterly principal-and-interest payments from Apr 15, 2030 through final maturity on Jul 15, 2040.
• Ford’s prior requirement to contribute up to $6.6 billion to BOSK over five years was terminated upon closing.
• The Ford DOE Loan Agreement includes customary reps, warranties, affirmative and negative covenants (including a liquidity covenant requiring Available Liquidity of at least $4,000,000,000) and events of default (including cross-default/acceleration thresholds of $1 billion and judgment thresholds of $100 million/$200 million).

Why It Matters

• For investors, the filing shows Ford replacing its joint-venture guarantee exposure with direct ownership of Kentucky battery-plant interests through FEB and direct assumption of $3.805 billion of DOE-backed debt. That changes where related assets and liabilities sit on Ford’s balance sheet and introduces a specific liquidity covenant (minimum $4.0 billion) and repayment schedule that could affect Ford’s financing and liquidity management. The full loan agreement (Exhibit 10) contains additional terms and covenants that bear on credit and operational flexibility.