Polestar Automotive Holding UK PLC SEC Filings

Polestar Automotive Holding UK PLC Chief Legal Officer Anna Elin Margareta Rudensjo increased her equity stake through stock awards and vesting. She received 923 Class A American Depositary Shares as a grant and 1,588 ADSs from the vesting and conversion of previously granted RSUs and PSUs.

Following these transactions, she directly holds 4,766 Class A ADSs, and the related 1,588 Restricted Stock Units have fully vested and converted into ADSs on a one-for-one basis.

Polestar Automotive Holding UK PLC reported that Chief Human Resources Officer Nina Josefin Henricsson acquired equity through stock-based compensation. On April 21, 2026 she received 92 Class A American Depositary Shares as a grant and 176 additional ADSs from the vesting and conversion of previously granted RSUs and PSUs, each converting into ADSs on a one-for-one basis. These were compensation-related awards, not open-market purchases or sales.

Polestar Automotive Holding UK PLC files its annual report for the year ended December 31, 2025, outlining its capital structure and extensive risk disclosures. As of December 31, 2025, it had 2,745,232,339 Class A Shares in the form of 91,507,722 Class A ADSs outstanding, plus multiple classes of B and C shares and ADSs.

The report explains a new ADS ratio of one ADS to thirty ordinary shares and details complex legacy SPAC, PIPE and Volvo/Geely financing arrangements. Polestar highlights significant risks around EV demand, production costs, reliance on Volvo Cars and Geely, supply chains, liquidity needs, competition, regulation, cybersecurity and identified material weaknesses in internal controls.

Polestar Automotive Holding UK PLC reported strong 2025 growth but continued heavy losses and relied on major funding support. Revenue rose to $3,058M, up 50.3%, on retail sales of 60,119 cars, a 34.0% increase, helped by an expanded sales network.

Despite this, the company recorded a gross loss of $1,084M and a net loss of $2,357M. Large impairment charges of $1,050M weighed on results, although adjusted EBITDA loss improved to $(783)M from $(1,080)M. Adjusted gross margin narrowed to (0.7)% from (12.5)%, indicating underlying operational progress.

Polestar strengthened liquidity and its balance sheet through about $1.0B of external equity, roughly $300M of planned Geely debt-to-equity conversion, and Volvo Cars converting about $274M of loans while extending $726M of remaining debt to December 2031. Year-end cash reached $1,159M but free cash flow was deeply negative at $(1,370)M. For 2026, Polestar targets low double-digit retail volume growth and plans four new models over three years while focusing on cost reduction and financial discipline.

Polestar Automotive Holding UK PLC reports preliminary Q1 2026 retail sales of 13,126 cars, a 7% increase from 12,263 in Q1 2025 and its highest ever first-quarter retail result. The company expanded its global network to 230 retail sales points, up from 154 a year earlier, and plans to reach about 250 by year-end.

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.

Polestar Automotive Holding UK PLC is converting a substantial portion of a key shareholder loan into equity and extending the remaining debt, while consolidating production of its Polestar 3 SUV. Snita Holding B.V. agreed to convert approximately USD 339 million of principal under the Snita Term Loan Facility into Polestar equity at a conversion price of USD 16.97 per Class A ADS, equal to 95% of the 30-day volume-weighted average price to 27 March 2026. The first tranche is expected on 31 March 2026 for about USD 274 million, issuing 16,150,000 ADSs, with a second tranche in the second quarter converting about USD 65 million into 3,850,000 ADSs.

The Third Facility Amendment extends the maturity of the remaining approximately USD 661 million shareholder loan to December 31, 2031 and increases the margin from 4.97% to 5.4%. The second tranche is anticipated after the previously announced approximate USD 300 million Geely Sweden Holdings AB debt-to-equity conversion, which remains subject to regulatory approvals. Separately, Polestar and Volvo Car Corporation intend to consolidate global manufacturing of Polestar 3 (excluding China) at the Charleston, South Carolina facility, with existing arrangements wound down during a transition period through the fourth quarter of 2026.

Zhejiang Geely Holding Group and affiliated entities amended their Schedule 13D on Polestar Automotive Holding UK PLC to update ownership details and recent arrangements. Eric Li reports beneficial ownership of 63,831,976 Class A ADSs, representing 49.6% of the class, based on 127,715,248 Class A ADSs and 996,419 Class B ADSs outstanding as of March 19, 2026.

Other reporting persons include Volvo Car Corporation and related entities, as well as several Geely investment vehicles, each disclosing their own holdings and control structures. The amendment notes that the previously disclosed PIPE transaction closed on March 19, 2026, and that PSD Investment Limited entered into four put option arrangements with GSAI on that date. The reporting persons state they have not effected any transactions in Polestar shares since Amendment No. 12 and that, aside from the described put options, they have no other contracts or understandings concerning the issuer’s securities.

Polestar Automotive Holding UK PLC filed Amendment No. 12 to a Schedule 13D updating ownership and support arrangements by major Geely- and Volvo‑related holders. The filing notes a private investment in public equity where the issuer agreed to sell 15,511,891 Class A American Depositary Shares to four institutional purchasers.

Concurrently, each purchaser obtained a three‑year put option, extendable by one year, allowing resale of these ADSs to Geely Sweden Automotive Investment AB, with obligations guaranteed by Geely Sweden Holdings AB. Beneficial ownership remains highly concentrated, with Eric Li reporting 63,831,976 shares (56.4% of the class), PSD Investment Limited 33,949,660 (30.0%), Geely Sweden Holdings‑related entities 29,882,316 (26.4%), Geely Sweden Automotive Investment B.V. 16,738,542 (14.8%), and Volvo‑related entities 12,677,431 (11.2%). Percentages are based on 112,203,357 Class A ADSs and 996,419 Class B ADSs outstanding as of March 16, 2026.