Polestar Automotive Holding UK Ltd SEC Filings

NATIXIS, a bank organized in France, has filed a Schedule 13G reporting beneficial ownership of 7,755,946 Class A American Depositary Shares of Polestar Automotive Holding UK PLC. This represents 8.4% of the class as of the event date December 23, 2025.

NATIXIS reports sole power to vote these 7,755,946 ADSs, with no shared voting power and no sole or shared power to dispose of the securities. Each Class A ADS represents thirty Class A ordinary shares, and the ownership percentage is calculated assuming conversion of outstanding Class B shares into Class A shares.

Polestar Automotive Holding UK PLC’s major shareholders filed Amendment No. 11 to their Schedule 13D to update ownership and recent arrangements. Eric Li is reported to beneficially own 63,831,976 shares, representing 56.4% of the class.

Affiliated entities including Volvo Car Corporation, PSD Investment Limited, Geely Sweden Holdings and Geely Sweden Automotive Investment B.V. report stakes ranging from 11.2% to 30.0%. The filing notes that a previously disclosed PIPE transaction closed on February 5, 2026, and that PSD Investment Limited entered into two put option arrangements with GSAI on the same date. The ownership percentages are based on 112,203,357 Class A ADSs and 996,419 Class B ADSs outstanding as of February 5, 2026.

Polestar Automotive Holding UK PLC major shareholder Zhejiang Geely–affiliated entities filed Amendment No. 10 to update their Schedule 13D. The filing reports detailed beneficial ownership levels, including Eric Li at 69.0% of the class and several Geely and Volvo-related entities holding significant stakes.

The amendment also describes a previously arranged PIPE, where Polestar agreed to sell 20,682,522 Class A ADS to two purchasers. Each purchaser holds a put option allowing resale of these ADSs to Geely Sweden Automotive Investment AB at a preset price over a three-year term, extendable by one year, with early exercise or settlement possible upon specified events.

Beneficial ownership percentages are based on 91,520,835 Class A ADSs and 996,419 Class B ADSs outstanding as of February 4, 2026. The reporting persons state they have not executed transactions in Polestar shares since the prior amendment, and they disclose no other arrangements concerning the issuer’s securities beyond the put options and guarantees.

Polestar Automotive Holding UK PLC has arranged a new USD 400 million equity investment through a private investment in public equity (PIPE) with Feathertop Funding Limited and Standard Chartered Bank (Hong Kong) Limited, investing USD 200 million each for 20,682,522 Class A ADS at USD 19.34 per share.

Neither institution will own more than 10% of Polestar’s outstanding equity after closing, and they are free to sell their ADSs subject to securities laws. Separately, each investor has a three-year put option, guaranteed by Geely Sweden Holdings AB via a subsidiary, providing an agreed exit path. Polestar’s CEO highlights that this financing, together with prior funding and Geely support, is intended to enhance liquidity and strengthen the balance sheet following a record year of retail sales.

Polestar Automotive Holding UK PLC submitted a Form 6-K to the SEC to share that it has issued a press release with preliminary estimates of its global vehicle volumes for the fourth quarter of 2025 and for full-year 2025. The filing itself mainly serves as a cover document and attaches the press release as Exhibit 99.1, which contains the detailed figures. The company also clarifies that this press release is being furnished, not filed, meaning it is not subject to certain liability provisions and is not automatically incorporated into other securities filings.

Banco Bilbao Vizcaya Argentaria S.A. (BBVA) reports a passive ownership position in Polestar Automotive Holding UK PLC of 7,755,946 Class A ADSs, representing 8.4% of the class as of 12/23/2025. Each Class A ADS represents 30 Class A ordinary shares.

BBVA has sole power to vote and dispose of all 7,755,946 ADSs, with no shared voting or dispositive power. The stake size is calculated based on 2,745,231,600 Class A shares in the form of 91,507,720 Class A ADSs and assuming conversion of 29,892,570 Class B shares into Class A shares. BBVA also has a put option with Geely Sweden Automotive Investment AB that allows the ADSs to be sold to Geely under pre-agreed terms.

BBVA certifies that the securities were not acquired to change or influence control of Polestar, consistent with a passive investment stance.

Polestar Automotive Holding UK PLC major shareholders led by Zhejiang Geely and Volvo have updated their ownership filing and disclosed new financing and option arrangements. Eric Li reports beneficial ownership of 63,831,97669.0% of the class based on 91,507,722 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025. Other group entities, including Volvo Car Corporation and Geely Sweden affiliates, report stakes ranging from 13.7% to 36.7%.

The filing details a USD 600,000,000 term loan facility from Geely Sweden Automotive Investment AB, with USD 300,000,000 committed and USD 300,000,000 uncommitted. The loan is for general corporate purposes, repayable six months after utilization, and may be converted into Polestar shares at a price based on the average NASDAQ closing price over five trading days before a conversion notice, subject to regulatory approvals. The filing also notes closing of a previously disclosed PIPE transaction and new put option arrangements between PSD Investment Limited and Geely Sweden Automotive Investment AB.

Polestar Automotive Holding UK PLC received a significant ownership and financing update in this amended Schedule 13D. Eric Li is reported to beneficially own 63,831,976 Class A American Depositary Shares, representing 82.9% of the class. Other reporting entities linked to Geely and Volvo report stakes including 33,949,660 ADSs (44.1%) for PSD Investment Limited and 12,677,431 ADSs (16.5%) for Volvo-related entities, all based on 75,995,830 Class A ADSs and 996,419 Class B ADSs outstanding as of December 19, 2025.

The filing describes a private investment in public equity where Polestar agreed to sell 15,511,892 Class A ADSs to two banks, combined with three-year put option and guarantee arrangements with Geely-affiliated entities. It also discloses a conversion agreement under which a Geely subsidiary agreed to convert about 300,000,000 of term loan principal and interest into equity after regulatory approvals, reducing Polestar’s debt while increasing Geely’s equity exposure.

Polestar Automotive Holding UK PLC reported two major balance sheet actions. The company agreed to a private investment in public equity, selling 15,511,892 Class A American Depositary Shares to Banco Bilbao Vizcaya Argentaria and NATIXIS for an aggregate USD 300,000,000, at USD 19.34 per ADS. No single purchaser will hold more than 10% of Polestar’s equity after closing, which is expected by December 23, 2025.

In parallel, Polestar’s key shareholder Geely Sweden Automotive Investment AB agreed to convert approximately USD 300,000,000 of outstanding principal and interest under a term facility into equity after required regulatory approvals. The purchasers of the ADSs have three‑year put options, guaranteed by Geely Sweden, allowing them to sell their PIPE-acquired ADSs to Geely’s subsidiary at a pre‑set price during a later exercise period, with provisions for early exercise or settlement in certain events.