PSNYW closes major equity sale to PSD Investment with 90-day resale window

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC (“Polestar”) has closed the equity investment announced on 16 Jun 2025. On 23 Jul 2025 the company issued and sold 190,476,190 Class A American Depositary Shares (ADSs) to its major shareholder PSD Investment Limited under the existing Securities Purchase Agreement. To keep PSD’s voting power below 50 %, 20,000,000 Class B ADSs were converted into Class A ADSs the day before closing.

Concurrently, Polestar signed a Registration Rights Agreement granting PSD Investment customary demand and piggy-back rights. Polestar must file a resale registration statement within 90 days so PSD can freely sell the newly issued ADSs.

The deal injects additional equity capital but materially increases the outstanding Class A share count, diluting current holders and introducing potential near-term supply pressure once the resale window opens. The full Registration Rights Agreement is filed as Exhibit 10.1 and incorporated into Polestar’s existing Form S-8 and F-3 shelf registrations.

Insights

Financial Analyst

TL;DR: Insider equity purchase lifts capital base but dilution and resale rights offset benefit.

The 190.5 M Class A ADS issuance strengthens Polestar’s balance sheet without new debt, a positive amid capital-intensive EV scaling. However, it expands the Class A float by roughly mid-teens %, weakening per-share metrics. The required registration statement gives PSD flexibility to dispose of shares within months, potentially pressuring the stock. Net impact is balanced—liquidity rises, but minority shareholders face dilution and overhang risk.

Corporate Governance Expert

TL;DR: Voting cap preserved; ownership still concentrated, yet control risk contained.

PSD’s conversion of 20 M Class B ADSs ensures its voting power stays under 50 %, preventing de-facto control while maintaining significant influence. Governance safeguards are further supported by standard registration rights rather than preferential terms. Concentration remains high, but the proactive step limits majority dominance, keeping overall governance impact neutral.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-41431

Polestar Automotive Holding UK PLC

Assar Gabrielssons Väg 9

405 31 Göteborg, Sweden

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x                Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Closing of PSD Equity Investment

The previously announced issuance and sale of 190,476,190 Class A American Depositary Shares (such issuance and sale, the “Sale” and such shares, the “Class A ADS Shares”) to PSD Investment Limited (“PSD Investment”) by Polestar Automotive Holding UK PLC (“Polestar”), pursuant to the Securities Purchase Agreement entered into by Polestar and PSD Investment on June 16, 2025 (the “Purchase Agreement”), was completed on July 23, 2025. Additionally, the conversion of 20,000,000 Class B American Depositary Shares into Class A ADS Shares by PSD Investment, to ensure PSD Investment’s voting power of its Polestar shareholdings remains below 50%, was completed on the day prior to the closing of the Sale.

Registration Rights Agreement

On July 23, 2025, Polestar entered into a registration rights agreement (the “Registration Rights Agreement”) with PSD Investment, in accordance with the Purchase Agreement. The Registration Rights Agreement requires Polestar to, as soon as practicable, but no later than 90 days after the agreement date, file a Registration Statement under the Securities Act so that the Class A ADS Shares may be resold. The Registration Rights Agreement grants PSD Investment customary registration rights with respect to the Class A ADS Shares. All definitions used herein, but not defined, have the respective meanings given to them in the Registration Rights Agreement.

A copy of the Registration Rights Agreement is included in this Report on Form 6-K as Exhibit 10.1, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

This Report on Form 6-K and Exhibit 10.1 shall be deemed to be incorporated by reference into Polestar’s registration statement on Form S-8 (File No. 333-267146), registration statement on Form F-3 (File No. 333-266101) and registration statement on Form F-3 (File No. 333-274918) and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Registration Rights Agreement, dated July 23, 2025, by and between Polestar Automotive Holding UK PLC and PSD Investment Limited.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		POLESTAR AUTOMOTIVE HOLDING UK PLC
Date: July 23, 2025		By:	/s/ Michael Lohscheller
		Name:	Michael Lohscheller
		Title:	Chief Executive Officer
		By:	/s/ Jean-François Mady
		Name:	Jean-François Mady
		Title:	Chief Financial Officer

FAQ

How many new Polestar (PSNYW) Class A ADSs were issued?

Polestar issued 190,476,190 new Class A ADSs to PSD Investment on 23 Jul 2025.

Why were 20 M Class B ADSs converted to Class A ADSs?

The conversion keeps PSD Investment’s voting power below 50 %, preventing majority control.

What does the Registration Rights Agreement require Polestar to do?

Polestar must file a resale registration statement within 90 days so PSD can freely sell the new ADSs.

Will existing shareholders experience dilution from this transaction?

Yes. The additional 190.5 M Class A ADSs increase the share count, diluting existing holders’ ownership percentages.

Where can investors view the full Registration Rights Agreement?

It is filed as Exhibit 10.1 to this Form 6-K and incorporated into Polestar’s existing shelf registrations.