Polestar announces equity financing transaction of USD 300 million and a USD 300 million debt to equity conversion

Key Terms

put option financial

A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.

Term Facility Agreement financial

A term facility agreement is a legally binding loan contract that gives a borrower a fixed amount of money to be repaid over a set schedule with agreed interest and conditions, like a long-term mortgage for a company. Investors care because its size, interest cost, repayment timeline and rules about company behavior affect cash flow, credit risk and potential need for more financing or asset sales, and therefore influence share value and risk.

volume-weighted average price financial

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ADS financial

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GOTHENBURG, Sweden--(BUSINESS WIRE)-- Polestar (Nasdaq: PSNY) today announced a USD 300 million equity investment by Banco Bilbao Vizcaya Argentaria, S.A. and NATIXIS, with USD 150 million each. Concurrent with the purchase, these financial institutions have each entered into a put option arrangement with a wholly-owned subsidiary of Geely Sweden Holdings AB, which provides the financial institutions with an exit path, if needed, in three years with certain returns, as part of this equity financing arrangement.

Additionally, Geely Sweden Holdings AB has agreed with Polestar to convert approximately USD 300 million of its outstanding principal and interest owed by Polestar under a Term Facility Agreement, dated 8 November 2023, into equity. The conversion is expected to be completed after the receipt of any necessary regulatory approvals.

Michael Lohscheller, Polestar CEO, says: “These transactions significantly enhance our liquidity position and help strengthen our balance sheet. We are grateful for the continued support shown by Geely Holding and their confidence in Polestar’s vision.”

Additional information about the equity investment
Following the closing of the transaction, no single financial institution in this equity financing transaction will own more than 10% of Polestar’s outstanding equity. The price per Class A ADS to be purchased at the closing will be USD 19.34, equal to the volume-weighted average price of one Class A ADS for the last three months immediately preceding the date of the definitive agreement, rounded up to the nearest cent. The financial institutions will not have any restrictions on the sale of the Class A ADSs they receive, subject to any applicable securities laws. The transactions are expected to close by 23 December 2025 as no regulatory approvals are required.

BofA Securities is acting as Polestar’s exclusive financial advisor in connection with this transaction.

About Polestar

Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 28 markets globally across North America, Europe, and Asia Pacific.

Polestar has four models in its line-up: Polestar 2, Polestar 3, Polestar 4, and Polestar 5. Planned models include Polestar 7 compact SUV (to be introduced in 2028) and the Polestar 6 roadster. With its vehicles currently manufactured on two continents, North America and Asia, Polestar is diversifying its manufacturing footprint further, with production of Polestar 7 planned in Europe.

Polestar has an unwavering commitment to sustainability and has set an ambitious roadmap to reach its climate targets: halve greenhouse gas emissions by 2030 per-vehicle-sold and become climate-neutral across its value chain by 2040. Polestar’s comprehensive sustainability strategy covers the four areas of Climate, Transparency, Circularity, and Inclusion.

Forward-looking statements

Certain statements in this press release (“Press Release”) may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of Polestar, including the timing and completion of the equity investment from the financial institutions and the loan conversion. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “forecast”, “plan”, “seek”, “future”, “propose” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Polestar and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) Polestar’s ability to enter into or maintain agreements or partnerships with its strategic partners, including Volvo Cars and Geely, original equipment manufacturers, vendors and technology providers; (2) Polestar’s ability to maintain relationships with its existing suppliers, source new suppliers for its critical components and enter into longer term supply contracts and complete building out its supply chain; (3) Polestar’s ability to raise additional funding; (4) Polestar’s ability to successfully execute cost-cutting activities and strategic efficiency initiatives; (5) Polestar’s estimates of expenses, profitability, gross margin, cash flow, and cash reserves; (6) Polestar’s ability to continue to meet stock exchange listing standards; (7) changes in domestic and foreign business, market, financial, political and legal conditions; (8) demand for Polestar’s vehicles or car sale volumes, revenue and margin development based on pricing, variant and market mix, cost reduction efficiencies, logistics and growing aftersales; (9) delays in the expected timelines for the development, design, manufacture, launch and financing of Polestar’s vehicles and Polestar’s reliance on a limited number of vehicle models to generate revenues; (10) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (11) risks related to product recalls, regulatory fines and/or an unexpectedly high volume of warranty claims; (12) Polestar’s reliance on its partners to manufacture vehicles at a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production capacity to Polestar by its partners in order for Polestar to be able to increase its vehicle production volumes; (13) the ability of Polestar to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (14) risks related to future market adoption of Polestar’s offerings; (15) risks related to Polestar’s current distribution model and the evolution of its distribution model in the future; (16) the effects of competition and the high barriers to entry in the automotive industry and the pace and depth of electric vehicle adoption generally on Polestar’s future business; (17) changes in regulatory requirements (including environmental laws and regulations and regulations related to connected vehicles), governmental incentives, tariffs and fuel and energy prices; (18) Polestar’s reliance on the development of vehicle charging networks to provide charging solutions for its vehicles and its strategic partners for servicing its vehicles and their integrated software; (19) Polestar’s ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm, including from electric vehicle fires; (20) the outcome of any potential litigation, including litigation involving Polestar and Gores Guggenheim, Inc., government and regulatory proceedings, including the NHTSA investigation into the Polestar 2 rear view camera, tax audits, investigations and inquiries; (21) Polestar’s ability to continuously and rapidly innovate, develop and market new products; (22) the impact of the ongoing conflict between Ukraine and Russia and in Israel, the Gaza Strip and the Red Sea; and (23) the impact of the ongoing conflict between Ukraine and Russia and in Israel, the Gaza Strip and the Red Sea; and (24) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Polestar’s Form 20-F, and other documents filed, or to be filed, with the SEC by Polestar. There may be additional risks that Polestar presently does not know or that Polestar currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Polestar assumes no obligation to update these forward-looking statements, even if new information becomes available in the future, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251219317093/en/

Anna Gavrilova

Head of Investor Relations

anna.gavrilova@polestar.com



Theo Kjellberg

Head of Corporate Communications

theo.kjellberg@polestar.com

Source: Polestar