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[SCHEDULE 13D/A] Polestar Automotive Holding UK PLC Amended Major Shareholder Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC is updating major shareholder information and capital structure. Snita Holding B.V. agreed to convert approximately USD 339 million of principal under its term loan to Polestar equity in two tranches. The first tranche closed on March 31, 2026, turning about USD 274 million into 16,150,000 Class A American Depositary Shares. A second tranche, expected before June 30, 2026, will convert about USD 65 million into 3,850,000 Class A ADSs. The remaining approximately USD 726 million of loan principal (USD 661 million after the second tranche) now matures on December 31, 2031, with the margin increased from 4.97% to 5.4%. Snita also gains the right to convert further principal to maintain a 19.9% beneficial ownership of combined Class A and Class B ADSs. As of March 31, 2026, 143,865,248 Class A ADSs and 996,419 Class B ADSs were outstanding.

Positive

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Insights

Large insider debt converts to equity, extending maturities and altering Polestar’s ownership mix.

Polestar has agreed with Snita Holding B.V. to convert approximately USD 339 million of term loan principal into equity in two tranches, issuing 20 million Class A ADSs in total. This reduces secured debt while increasing the free float and concentrated insider ownership.

After these conversions, around USD 726 million of principal (or USD 661 million after the second tranche) under the Snita facility will mature on December 31, 2031, with the margin rising from 4.97% to 5.4%. This lengthens the debt profile but slightly increases interest cost on the remaining balance.

Snita’s right to convert further principal to maintain a 19.9% beneficial ownership in combined Class A and Class B ADSs links future financing choices to equity issuance. The disclosure also confirms total outstanding of 143,865,248 Class A ADSs and 996,419 Class B ADSs as of March 31, 2026, giving investors a clearer picture of current dilution and control.

Debt converted to equity approximately USD 339 million Snita Term Loan Facility principal to be converted
Remaining loan principal approximately USD 726 million Snita Term Loan Facility principal after initial conversion
Loan principal after second tranche USD 661 million Snita facility balance after both planned conversions
Interest margin change 4.97% to 5.4% Snita Term Loan Facility margin adjustment
First tranche ADSs 16,150,000 ADSs Issued March 31, 2026 under first conversion tranche
Second tranche ADSs 3,850,000 ADSs To be issued before June 30, 2026 under second tranche
Snita target ownership 19.9% Beneficial ownership of combined Class A and B ADSs
Class A ADSs outstanding 143,865,248 Issued and outstanding as of March 31, 2026
American Depositary Shares financial
"Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Schedule 13D regulatory
"amends and supplements the Statement on filed with the on July 7, 2022"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Term Facility Agreement financial
"outstanding principal owed by Polestar under the Term Facility Agreement, dated November 3, 2022"
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.
beneficial ownership financial
"so as to maintain a beneficial ownership in Polestar of 19.9% of the combined Class A and Class B ADSs"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Conversion agreement financial
"Exhibit Number 1 Conversion agreement dated March 31, 2026."
A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.
margin financial
"changes the margin of the Snita Term Loan Facility from 4.97% to 5.4%"
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731105201

(CUSIP Number)
Zhejiang Geely Holding Group
No. 1760 Jiangling Road,, Binjiang District
Hangzhou, F4, 3100 51
86-571-2809-8282

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/31/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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