UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement |
See Item 2.03 below.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On March 23, 2026, General Motors Financial Company, Inc. (“GM Financial”) and General Motors Company (“GM”) entered into an Eighth Amended and Restated 364-Day Revolving Credit Agreement, with JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, and the other lenders named therein (the “364-Day Facility”). The 364-Day Facility is unsecured, consists of a 364-day, $2.0 billion facility and matures on March 22, 2027.
The 364-Day Facility is available to GM Financial, GM and certain of GM’s wholly owned subsidiaries. However, GM has allocated the 364-Day Facility for exclusive use by GM Financial. The 364-Day Facility allows for borrowing in U.S. Dollars only. GM has guaranteed the obligations of subsidiary borrowers under the 364-Day Facility.
Interest rates on obligations under the 364-Day Facility are based on prevailing annual interest rates for Term SOFR loans, Daily Simple SOFR loans or an alternative base rate, each subject to an applicable margin. This applicable margin will be based upon the credit rating assigned to the 364-Day Facility or to senior, unsecured long-term indebtedness of GM.
The 364-Day Facility contains representations, warranties and covenants that are typical for this type of facility. These covenants include restrictions on mergers or sales of assets, limitations on the incurrence of indebtedness and requirements for subsidiaries to guarantee the obligations, in each case subject to conditions, exceptions and limitations. The 364-Day Facility also requires that GM maintain at least $4.0 billion in global liquidity and at least $2.0 billion in U.S. liquidity.
Some of the lenders under the 364-Day Facility, and their affiliates, have various relationships with GM Financial and its subsidiaries involving the provision of financial services, including cash management, investment banking, trust and leasing services, and foreign exchange and other derivative arrangements.
The foregoing description does not constitute a complete summary of the 364-Day Facility and is qualified by reference in its entirety to the full text of the 364-Day Facility filed herewith.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 10.1† | Eighth Amended and Restated 364-Day Revolving Credit Agreement, dated as of March 23, 2026, among General Motors Company, General Motors Financial Company , Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL MOTORS FINANCIAL COMPANY, INC. | ||||||
| (Registrant) | ||||||
| Date: March 23, 2026 | By: | /s/ Richard A. Gokenbach, Jr. | ||||
| Name: | Richard A. Gokenbach, Jr. | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||