通用汽车美股招股说明书(2025-05-06版)

General Motors Company is offering $750,000,000 in aggregate principal amount of 5.350% Senior Notes due 2028 (the “2028 Notes”),$750,000,000 in aggregate principal amount of 5.625% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 in aggregate principal amount of6.250% Senior Notes due 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2030 Notes, the “Notes”). The 2028 Notes will mature on April 15, 2028, the 2030 Notes will mature on April 15, 2030 and the 2035 Notes will mature on April 15, 2035.Interest on the Notes will accrue from May 7, 2025. We will pay interest on the Notes semi-annually on April 15 and October 15 of each year,commencing on October 15, 2025. The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existingand future senior unsecured indebtedness. Investing in the Notes involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement, inthe accompanying prospectus and in our periodic reports filed from time to time with the Securities and ExchangeCommission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement, the accompanying prospectus or any related free writing prospectus. Any representation tothe contrary is a criminal offense. Per2028NoteTotalPer2030NoteTotalPer2035NotePrice to Public(1)99.942%$749,565,0099.949%$749,617,5099.735% 99.692$747,690,00099.599$746,992,50099.285(1)Plus accrued interest, if any, from and including May 7, 2025 to but excluding the delivery date. Joint Book-Running ManagersGoldmanSachs&Co.LLCWellsFargoSecurities SUMMARYRISK FACTORS Prospectus INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE GENERAL DESCRIPTION OF SECURITIES THAT MAY BE OFFERED This prospectus supplement, the accompanying prospectus and any related free writing prospectus relate to a registration statement that we filedwith the Securities and Exchange Commission (“SEC”) utilizing a shelf registration process. This prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, the Notes, risks relating to the Notes and other information you shouldknow before investing. You should carefully read this prospectus supplement, the accompanying prospectus and any related free writing prospectus,along with all of the information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making aninvestment decision.In this prospectus supplement, unless the context indicates otherwise, references to “we,” “our,” “us,” “ourselves,” the “Company,” “GeneralMotors” or “GM” refer to General Motors Company and, where appropriate, its subsidiaries. However, in the “Summary—The Offering,” “Risk Neither we nor any underwriter has authorized anyone to provide any information other than that contained or incorporated by reference in thisprospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referredyou. Neither we nor any underwriter take responsibility for, and neither we nor any underwriter provide any assurance as to the reliability of, any otherinformation that others may give you. We have not, and no underwriter has, authorized any other person to provide you with different information. Weare not, and no underwriter is, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the This prospectus supplement may add to, update or change the information contained in the accompanying prospectus. If information in thisprospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede theinformation in the accompanying prospectus.S-ii Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our currentjudgment about possible future events and are often identified by words like “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,”“could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similarexpressions. In making these statements, we rely on assumptions and analysis based on our experience and perception of historical trends, currentconditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments arereasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to