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Ford Motor logoFord Motor F

Ford said it entered into Amendment No. 5 to the Tax Benefit Preservation Plan (TBPP) with Computershare Trust Company, N.A., on September 12, 2024, extending the plan's expiration date from September 30, 2024 to September 30, 2027.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Ford said it entered into Amendment No. 5 to the Tax Benefit Preservation Plan (TBPP) with Computershare Trust Company, N.A., on September 12, 2024, extending the plan's expiration date from September 30, 2024 to September 30, 2027.

  2. The company said Amendment No. 5 was approved by its Board of Directors and that the TBPP could terminate earlier, at the final adjournment of its 2025 annual meeting of shareholders, if shareholder approval of the extension has not been received by that time.

  3. The company said the TBPP is designed to preserve its tax attributes, including tax credit carryforwards, and said that as of year-end 2023 these tax attributes could offset approximately $43 billion of taxable income.

  4. The company said that if any person or group acquires 4.99% or more of its outstanding common stock, excluding certain exceptions, it would trigger the TBPP and cause significant dilution to that holder's stake.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Amendment No. 5 Extends Plan Expiration to September 30, 2027

Ford said it entered into Amendment No. 5 to the Tax Benefit Preservation Plan (TBPP) with Computershare Trust Company, N.A., on September 12, 2024, extending the plan's expiration date from September 30, 2024 to September 30, 2027.

Source · Based on the filing body and exhibits

Extension Conditions: End of 2025 Annual Shareholder Meeting

The company said Amendment No. 5 was approved by its Board of Directors and that the TBPP could terminate earlier, at the final adjournment of its 2025 annual meeting of shareholders, if shareholder approval of the extension has not been received by that time.

Source · Based on the filing body and exhibits

TBPP Purpose and Tax Attributes as of Year-End 2023

The company said the TBPP is designed to preserve its tax attributes, including tax credit carryforwards, and said that as of year-end 2023 these tax attributes could offset approximately $43 billion of taxable income.

Source · Based on the filing body and exhibits

TBPP Triggered by Acquisition of 4.99% or More

The company said that if any person or group acquires 4.99% or more of its outstanding common stock, excluding certain exceptions, it would trigger the TBPP and cause significant dilution to that holder's stake.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.