Item 3.03. Material Modification to Rights of Security Holders .

On September 13, 2018, Ford Motor Company (“Ford”) entered into Amendment No. 3 to the Tax Benefit Preservation Plan (the “TBPP”) between Ford and Computershare Trust Company, N.A., as rights agent. The TBPP is designed to preserve Ford’s substantial tax attributes, including tax credit carryforwards that will offset future taxable income and substantially reduce Ford’s federal income tax liability. O riginally entered into as of September 11, 2009, the TBPP was amended by Amendment No. 1 effective September 11, 2012, was amended by Amendment No. 2 effective September 9, 2015, and was scheduled to expire at the close of business on September 30, 2018. Amendment No. 3 to the TBPP, which was approved by Ford’s Board of Directors, extends the expiration date of the TBPP to September 30, 2021 (subject to other earlier termination events, including final adjournment of Ford’s 2019 annual meeting of shareholders if shareholder approval of the extension has not been received prior to that time).

At year-end  2017 , Ford had tax attributes that would offset more than $2 5  billion of taxable income. Ford can utilize these tax attributes in certain circumstances to offset taxable income and reduce its federal income tax liability. Ford’s ability to use the tax attributes would be substantially limited if there were an “ownership change” as defined under Section 382 of the Internal Revenue Code and Internal Revenue Service rules. As part of the TBPP, in 2009 the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of common stock and Class B stock. The preferred share purchase rights would only be activated if triggered by the TBPP.

As a continuation of the  current  TBPP, if any person or group acquires 4.99 percent or more of the outstanding shares of common stock (subject to certain exceptions), there would be a triggering event under the TBPP resulting in significant dilution in the ownership interest of such person or group in Ford stock. The dilution would result from all other common stockholders being entitled to purchase additional shares of common stock at a substantial discount or, in lieu thereof, Ford’s Board of Directors electing to exchange each preferred share purchase right for one share of common stock.    Ford’s Board of Directors has the discretion to exempt any acquisition of common stock from the provisions of the TBPP. The TBPP may be terminated by the Board of Directors at any time prior to the preferred share purchase rights being triggered.

The original TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 11, 2009. Amendment No. 1 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 11, 2012. Amendment No. 2 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 9, 2015. Amendment No. 3 to the TBPP is filed as Exhibit 4 hereto and is incorporated by reference herein.