What ownership stakes in PSNY does Eric Li and related entities report in this Schedule 13D/A?

Eric Li reports 99,358,168 shares beneficially owned, representing 60.5% of Polestar’s Class A ADS and Class B ADS capital. Other Geely- and Volvo-linked entities report stakes including 39.8% and 19.9%, based on the stated outstanding ADS counts.

Polestar secures $400M loan from key shareholder

Q: What are the key terms of Polestar’s new USD 400 million term loan facility?

Polestar entered a USD 400 million unsecured term loan with Geely Sweden Automotive Investment AB, comprising USD 100 million Tranche A and an RMB Tranche B equivalent to USD 300 million. It is available until September 30, 2026 and must be repaid 365 days after the first utilization.

Q: What can Polestar use the proceeds of the new term loan facility for?

Polestar must apply all borrowed amounts solely to repay certain outstanding loans. Within five business days of each utilization, it must provide the lender with evidence that the proceeds have been fully applied to this repayment purpose.

Q: Will conversion shares from the Polestar term loan be registered for resale?

Yes. Polestar agreed to include any conversion shares in the definition of registrable securities under an existing registration rights agreement and to file a new Form F-3 shelf registration within 90 days after the equity conversion date to register their resale.

Q: Did the reporting persons trade PSNY shares recently according to this amendment?

No. The filing states that the reporting persons have not effected any transactions in Polestar’s shares in the last 60 days.

Geely- and Volvo-linked holders reaffirm large stakes in PSNY while Polestar secures a USD 400 million one-year related-party term loan with an equity conversion option.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC (PSNY) received an amended Schedule 13D from entities associated with Eric Li, Geely and Volvo, updating their beneficial ownership and disclosing a new financing arrangement. The reporting persons collectively hold large stakes, including Eric Li with 60.5% beneficial ownership and Geely Sweden Holdings–related entities with up to 39.8%, based on 163,283,710 Class A ADSs and 996,419 Class B ADSs outstanding.

The amendment describes a new USD 400 million unsecured term loan facility from Geely Sweden Automotive Investment AB to Polestar, split into a USD 100 million Tranche A and an RMB-denominated Tranche B equivalent to USD 300 million. Proceeds may be used solely to repay certain outstanding loans, with evidence of use required within five business days of each draw. The facility matures 365 days after the first utilization and includes an option for the lender, subject to regulatory approvals, to convert all or part of principal and interest into Polestar shares at an equity conversion price based on the 5-day average NASDAQ closing price of the Class A ADSs before the conversion notice. If the conversion right is exercised, Polestar has agreed to include the resulting conversion shares in existing registration rights and to file a new Form F-3 shelf registration within 90 days of the equity conversion date to register their resale.

Positive

USD 400 million term loan facility from a major existing shareholder provides refinancing capacity for outstanding loans, potentially supporting Polestar’s near-term liquidity.
Conversion shares from the term loan, if issued, will be treated as registrable securities with a planned Form F-3 shelf filing, facilitating future resale transparency.

Negative

The term loan includes an equity conversion option for the lender, which, if exercised, could result in issuance of additional Polestar shares and potential dilution to existing holders.
The facility is an unsecured, related-party loan from a controlling shareholder group, underscoring Polestar’s financing reliance on affiliates rather than diversified third-party lenders.

Key Figures

Eric Li beneficial ownership: 99,358,168 shares (60.5%) Geely Sweden Holdings-related ownership: 65,408,508 shares (39.8%) Volvo Car Corporation ownership: 32,691,731 shares (19.9%) +5 more

8 metrics

Eric Li beneficial ownership 99,358,168 shares (60.5%) Beneficial ownership of Polestar securities reported by Eric Li

Geely Sweden Holdings-related ownership 65,408,508 shares (39.8%) Beneficial ownership reported by Geely Sweden Holdings-related entities

Volvo Car Corporation ownership 32,691,731 shares (19.9%) Beneficial ownership of Polestar securities reported by Volvo Car Corporation

Class A ADSs outstanding 163,283,710 ADSs Class A American Depositary Shares issued and outstanding used as ownership base

Class B ADSs outstanding 996,419 ADSs Class B American Depositary Shares issued and outstanding used as ownership base

Total Term Loan Facility USD 400,000,000 New unsecured term loan facility provided to Polestar by Geely Sweden Automotive Investment AB

Tranche A size USD 100,000,000 USD-denominated Tranche A of the term loan facility

Tranche B size USD 300,000,000 equivalent in RMB RMB-denominated Tranche B equivalent amount of the term loan facility

Key Terms

Term Loan Facility, Equity Conversion Exercise Notice, Beneficially Owned, Registration Rights Agreement, +2 more

6 terms

Term Loan Facility financial

"entered into a credit agreement in relation to a USD 400,000,000 term loan facility"

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

Equity Conversion Exercise Notice financial

"preceding the date of the Equity Conversion Exercise Notice"

Beneficially Owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Registration Rights Agreement financial

"similar to the registration rights agreement dated September 27, 2021"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

shelf registration statement on Form F-3 regulatory

"file a new shelf registration statement on Form F-3"

negative covenants financial

"The Term Loan Facility contains customary negative covenants"

FAQ

How many Polestar ADSs were outstanding according to this PSNY Schedule 13D/A amendment?

The filing states that the ownership percentages are based on 163,283,710 Class A ADSs and 996,419 Class B ADSs issued and outstanding, as disclosed by Polestar Automotive Holding UK PLC.

What are the key terms of Polestar’s new USD 400 million term loan facility?

Polestar entered a USD 400 million unsecured term loan with Geely Sweden Automotive Investment AB, comprising USD 100 million Tranche A and an RMB Tranche B equivalent to USD 300 million. It is available until September 30, 2026 and must be repaid 365 days after the first utilization.

What can Polestar use the proceeds of the new term loan facility for?

Polestar must apply all borrowed amounts solely to repay certain outstanding loans. Within five business days of each utilization, it must provide the lender with evidence that the proceeds have been fully applied to this repayment purpose.

How is the equity conversion feature of the PSNY term loan structured?

Geely Sweden Automotive Investment AB may, subject to regulatory approvals, convert all or part of the loan and accrued interest into Polestar shares at an equity conversion price based on the average NASDAQ closing price over the 5 trading days preceding the conversion notice.

Will conversion shares from the Polestar term loan be registered for resale?

Yes. Polestar agreed to include any conversion shares in the definition of registrable securities under an existing registration rights agreement and to file a new Form F-3 shelf registration within 90 days after the equity conversion date to register their resale.

Did the reporting persons trade PSNY shares recently according to this amendment?

No. The filing states that the reporting persons have not effected any transactions in Polestar’s shares in the last 60 days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 07:01 AM Accepted by SEC EDGAR 09/08/2026 - 07:00 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

Polestar Automotive Holding UK PLC

(Name of Issuer)

Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each

(Title of Class of Securities)

731105409

(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)

09/03/2026

(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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each

(b)

Name of Issuer:

Polestar Automotive Holding UK PLC

(c)

Address of Issuer's Principal Executive Offices:

Assar Gabrielssons Vag 9, Gothenburg, SWEDEN , 405 31.

Item 1 Comment:

This Amendment No. 16 to Schedule 13D ("Amendment No. 16") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 7, 2022 (as amended to date, the "Statement"), relating to Class A ordinary shares, par value $0.01 per share (the "Class A Shares"), of Polestar Automotive Holding UK PLC, a limited company incorporated under the laws of England and Wales (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

Item 4.

Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by inserting the following: 2026 GSAI AB Term Loan Facility On September 3, 2026, the Issuer, as borrower, entered into a credit agreement in relation to a USD 400,000,000 term loan facility (the "Term Loan Facility") with Geely Sweden Automotive Investment AB, as original lender and agent ("GSAI AB"). GSAI AB is a wholly owned subsidiary of Geely Sweden Holdings AB ("Geely Sweden"), the parent company of Volvo Car AB. The Term Loan Facility comprises two tranches: (i) Tranche A, a USD term loan facility in an aggregate amount of USD 100,000,000, and (ii) Tranche B, a term loan facility in an aggregate amount equivalent to USD 300,000,000, to be disbursed in Chinese Renminbi ("RMB"). Any utilization above USD 100,000,000 or its equivalent is subject to lender consent. The Issuer shall apply all amounts borrowed under the Term Loan Facility solely for the purpose of repayment of certain outstanding loans and for no other purpose. The Issuer is required to provide GSAI AB with evidence reasonably satisfactory to GSAI AB within five Business Days of each utilization that the proceeds have been applied in full towards repayment of the certain outstanding loans. The Term Loan Facility is available for utilization until September 30, 2026 and is required to be repaid on the Termination Date (as defined in the Term Loan Facility) falling 365 days from the first Utilization Date (as defined in the Term Loan Facility), subject to GSAI AB exercising an option to convert all or part of the loan and accrued interest into shares of the Issuer at an equity conversion price calculated based on an average closing price as reported by NASDAQ for the Class A American Depositary Shares of the Borrower over the 5 trading days immediately preceding the date of the Equity Conversion Exercise Notice (as defined in the Term Loan Facility). GSAI AB's right to utilize the option to convert the Term Loan Facility is subject to various regulatory approvals. As such, neither GSAI AB nor any other Reporting Person is presently deemed to beneficially own the shares issuable upon conversion of the Term Loan Facility. The Issuer's obligations under the Term Loan Facility are not guaranteed or secured. The Term Loan Facility contains customary negative covenants, including, but not limited to, restrictions on the Issuer's ability to make certain acquisitions, loans and guarantees. The Term Loan Facility also contains certain affirmative covenants, including, but not limited to, certain information undertakings and access to senior management. As promptly as practicable following the Equity Conversion Date (as defined in the Term Loan Facility), the Issuer and GSAI AB will enter into a registration rights agreement that is, in form and substance, similar to the registration rights agreement dated September 27, 2021, as later amended, among the Issuer and other parties (the "Registration Rights Agreement"). The Issuer has agreed to include any Conversion Shares issued to GSAI AB pursuant to exercise of the Conversion Right pursuant to the Term Loan Facility in the definition of "Registrable Securities" in the Registration Rights Agreement. The Issuer has agreed, within 90 days following the Equity Conversion Date, to file a new shelf registration statement on Form F-3 in view of registering the resale of any Conversion Shares and cause such registration statement to become effective as soon as practicable after such filing. The foregoing description of the Term Loan Facility does not purport to be complete, and is qualified in its entirety by reference to the Term Loan Facility, which is attached as an exhibit to this Statement and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference. The percentages of beneficial ownership set forth herein are based on (i) 163,283,710 Class A ADSs and (ii) 996,419 Class B ADSs, issued and outstanding as disclosed by the Issuer.

(b)

Item 5(b) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference.

(c)

Item 5(c) of the Statement is hereby amended and supplemented as follows: The Reporting Persons have not effected any transactions in the Issuer's Shares in the last 60 days.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by inserting the following: Item 4 above summarizes certain provisions of the Term Loan Facility, and is incorporated herein by reference. A copy of the Term Loan Facility is filed as an exhibit to this Statement and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by inserting the following: Exhibit 10: GSAI AB Polestar Facilities Agreement dated September 3, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on September 3, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Eric Li

Signature:	/s/ Eric Li
Name/Title:	Eric Li (Shufu Li)
Date:	09/08/2026

Volvo Car Corporation

Signature:	/s/ Fredrik Hansson
Name/Title:	Fredrik Hansson, Director & Authorized Signatory
Date:	09/08/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director & Authorized Signatory
Date:	09/08/2026

PSD Investment Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	09/08/2026

PSD Capital Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	09/08/2026

Snita Holding B.V.

Signature:	/s/ Fredrik Hansson
Name/Title:	Fredrik Hansson, Director & Authorized Signatory
Date:	09/08/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director & Authorized Signatory
Date:	09/08/2026

Volvo Car AB

Signature:	/s/ Fredrik Hansson
Name/Title:	Fredrik Hansson, Authorized Signatory
Date:	09/08/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Authorized Signatory
Date:	09/08/2026

Geely Sweden Holdings AB

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Director
Date:	09/08/2026

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li, Director
Date:	09/08/2026

Shanghai Geely Zhaoyuan International Investment Co., Ltd

Signature:	/s/ Quang Zhang
Name/Title:	Quan Zhang, Director
Date:	09/08/2026

Beijing Geely Wanyuan International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	09/08/2026

Beijing Geely Kaisheng International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	09/08/2026

Zhejiang Geely Holding Group Company Limited

Signature:	/s/ Conghui An
Name/Title:	Conghui An, Legal Representative & Director
Date:	09/08/2026

Geely Sweden Automotive Investment B.V.

Signature:	/s/ Per Ansgar
Name/Title:	Per Ansgar, Director
Date:	09/08/2026

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	09/08/2026

Source: View Original Filing on SEC EDGAR