Stellantis (NYSE: STLA) swings to €22.3B 2025 loss amid strategy reset
Filing Impact
Filing Sentiment
Form Type
20-F
Stellantis N.V. reports 2025 results showing severe financial pressure, with net revenues of €153.5 billion but a net loss of €22.3 billion and Adjusted Operating Income of €(0.8) billion. Cash flows used in operating activities were €4.7 billion and industrial free cash flow was €(4.5) billion.
Despite the downturn, Stellantis ended December 31, 2025 with available liquidity of €49.8 billion, including €18.3 billion of undrawn committed credit lines. Management is undertaking a comprehensive strategic reassessment, with an updated long‑term plan expected to be communicated at an Investor Day in May 2026.
Positive
- None.
Negative
- None.
Insights
2025 shows a sharp earnings collapse, forcing a major Stellantis strategy reset.
Stellantis generated net revenues of
Industrial free cash flow of
New executive leadership is overseeing a comprehensive strategic review, reflecting a revised view of the pace of electrification and the need to realign investments with demand and regulatory realities. The company plans to present an updated strategic plan at an Investor Day in
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31 , 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-36675
(Exact Name of Registrant as Specified in Its Charter)
The | |
(Jurisdiction of Incorporation or Organization) | |
The Netherlands
Tel. No.: +31 23 700 1511
(Address of Principal Executive Offices)
The Netherlands
Tel. No.: +31 23 700 1511
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: 2,897,483,196 common shares, par value €0.01 per share, and 866,409,062 special voting shares, par value €0.01 per
share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
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15(d) of the Securities Act of 1934. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.
þ | Accelerated filer o | Non-accelerated filer o | |||
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. þ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other o
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elected to follow: Item 17 o Item 18 o.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
3
TABLE OF CONTENTS
Page | ||
Board of Directors and Independent Auditor | 4 | |
BOARD REPORT | 5 | |
INTRODUCTION | 5 | |
MANAGEMENT REPORT | 9 | |
Stellantis Overview | 9 | |
Updates to Current Strategic Plan | 11 | |
Overview of Our Business | 11 | |
Sales Overview | 16 | |
Environmental and Other Regulatory Matters | 30 | |
Financial Overview | 39 | |
Results of Operations | 47 | |
Liquidity and Capital Resources | 67 | |
Risk Management | 76 | |
Risk Factors | 80 | |
Corporate Governance | 104 | |
Remuneration Report | 162 | |
CONTROLS AND PROCEDURES | 187 | |
FINANCIAL STATEMENTS | 191 | |
Consolidated Financial Statements at December 31, 2025 | 191 | |
Consolidated Income Statement | 197 | |
Consolidated Statement of Comprehensive Income | 198 | |
Consolidated Statement of Financial Position | 199 | |
Consolidated Statement of Cash Flows | 200 | |
Consolidated Statement of Changes in Equity | 201 | |
Notes to the Consolidated Financial Statements | 202 | |
OTHER INFORMATION | 332 | |
ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE GOVERNANCE | 332 | |
ADDITIONAL INFORMATION FOR U.S. LISTING PURPOSES | 337 | |
FORM 20-F CROSS REFERENCE | 353 | |
SIGNATURES | 356 |
4
BOARD OF DIRECTORS |
John Elkann (Chairman) Robert Peugeot (Vice Chairman)(3) Antonio Filosa (Chief Executive Officer) Henri de Castries(1),(2),(3) Fiona Clare Cicconi(1),(3) Nicolas Dufourcq(1) Ann Godbehere(2) Claudia Parzani(1),(2) Daniel Ramot(3) Benoît Ribadeau-Dumas(1),(3) Alice Davey Schroeder(2) |
INDEPENDENT AUDITOR AND REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Accountants B.V. (independent auditor of the Company for the purposes of our annual reports filed with the Autoriteit Financiële Markten (“AFM”))(4) Deloitte & Associés (independent registered public accounting firm for our Consolidated Financial Statements included in our reports on Form 20-F)(4) |
(1) Member of the Environmental, Social Governance Committee (“ESG”)
(2) Member of the Audit Committee
(3) Member of the Remuneration Committee
(4) Refer to “About this Report” for additional information relating to these regulatory filings
5
BOARD REPORT
INTRODUCTION
About this Report
This document, referred to hereafter as the “Form 20-F” or the “Annual Report”, constitutes the Annual Report on
Form 20-F, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), of
Stellantis N.V. for the year ended December 31, 2025.
Documents on Display
The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site at http://www.sec.gov that
contains reports, information statements, and other information regarding issuers that file electronically with the
SEC. The address of the SEC’s website is provided solely for information purposes and is not intended to be an
active link. Reports and other information concerning our business may also be inspected at the offices of the
New York Stock Exchange, 11 Wall Street, New York, New York 10005.
We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free
of charge through our website, at www.stellantis.com, as soon as reasonably practicable after those reports and
other information are electronically filed with or furnished to the SEC. The information on our website is not
incorporated by reference in this report.
Certain Defined Terms
In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to
Stellantis N.V., together with its consolidated subsidiaries, or any one or more of them, as the context may
require. This terminology does not affect the separate corporate status of the referenced legal entities, each of
which is only responsible for its own obligations.
References to “FCA”, and “FCA Group” mean Fiat Chrysler Automobiles N.V. together with its consolidated
subsidiaries, or any one or more of them, as the context may require.
References to “PSA” and “Groupe PSA” mean Peugeot S.A. together with its consolidated subsidiaries, or any
one or more of them, as the context may require.
References to “the merger” refer to the merger between PSA and FCA completed on January 16, 2021 and
resulting in the creation of Stellantis.
Presentation of Financial and Other Data
This report includes the Consolidated Financial Statements of Stellantis as of December 31, 2025 and 2024 and
for the years ended December 31, 2025, 2024 and 2023 prepared in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as
IFRS as adopted by the European Union. There is no effect on these Consolidated Financial Statements resulting
from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The
consolidated financial statements and the notes to the consolidated financial statements are referred to
collectively as the “Consolidated Financial Statements”.
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All references in this report to “Euro” and “€” refer to the currency issued by the European Central Bank.
Stellantis’ financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”, “USD” and “$”
refer to the currency of the United States of America (“U.S.”). All figures shown are rounded to the nearest tenth
of unit presented. Certain totals in the tables included in this report may not add due to rounding.
The language of this report is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law.
Except as otherwise disclosed within this report, no significant changes have occurred since the date of the
audited Consolidated Financial Statements included elsewhere in this report.
Market and Industry Information
In this report, we include or refer to industry and market data, including market share, ranking and other data,
derived from or based upon a variety of official, non-official and internal sources, such as internal surveys and
management estimates, market research, publicly available information and industry publications. Market share,
ranking and other data contained in this report may also be based on our good faith estimates, our own
knowledge and experience and such other sources as may be available. Market share data may change and
cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the
voluntary nature of the data-gathering process, different methods used by different sources to collect, assemble,
analyze or compute market data, including different definitions of vehicle segments and descriptions and other
limitations and uncertainties inherent in any statistical survey of market shares or size. Industry publications and
surveys and forecasts generally state that the information contained in such publications, surveys and forecasts
has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or
completeness of the included information. Although we believe that this information is reliable, we have not
independently verified the data from third-party sources.
In addition, we typically estimate market share for automobiles and commercial vehicles based on registration
data. In markets where registration data are not available, we calculate our market share based on estimates
relating to sales to final customers. Such data may differ from data relating to shipments to our dealers and
distributors. While we believe our internal estimates with respect to our industry are reliable, our internal
company surveys and management estimates have not been verified by an independent expert, and we cannot
guarantee that a third party using different methods to assemble, analyze or compute market data would obtain
or generate the same result. The market share data presented in this report represents the best estimates
available from the sources indicated as of the date of this report but, in particular as they relate to market share
and our future expectations, involve risks and uncertainties and are subject to change based on various factors,
including those discussed in the section Risk Factors in this report.
Cautionary Statements Concerning Forward Looking Statements
Statements contained in this report, particularly those regarding possible or assumed future performance,
competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections
and estimated company earnings are “forward-looking statements” that contain risks and uncertainties. In some
cases, words such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”,
“remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”,
“plan”, or similar terms are used to identify forward-looking statements. These forward-looking statements reflect
our current views with respect to future events and involve significant risks and uncertainties that could cause
actual results to differ materially.
7
These risks and uncertainties include, without limitation:
•our ability to maintain vehicle shipment volumes;
•changes in the global financial markets, general economic environment and changes in demand for
automotive products, which is subject to cyclicality;
•changes in trade policy, the imposition of global and regional tariffs or tariffs targeted to the automotive
industry;
•our ability to accurately predict the market demand for electrified vehicles;
•our ability to offer innovative, attractive and relevant products;
•a significant malfunction, disruption or security breach compromising information technology systems or the
electronic control systems contained in our vehicles;
•the level of competition in the automotive industry, which may increase due to consolidation and new entrants;
•our ability to attract and retain experienced management and employees;
•exchange rate fluctuations, interest rate changes, credit risk and other market risks;
•increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used
in our vehicles;
•changes in local economic and political conditions;
•the enactment of tax reforms or other changes in laws and regulations;
•the level of governmental economic incentives available to support the adoption of battery electric vehicles;
•the impact of increasingly stringent regulations regarding fuel efficiency and greenhouse gas and tailpipe
emissions;
•various types of claims, lawsuits, governmental investigations and other contingencies, including product
liability and warranty claims and environmental claims, investigations and lawsuits;
•material operating expenditures in relation to compliance with environmental, health and safety regulations;
•exposure to shortfalls in the funding of our defined benefit pension plans;
•our ability to provide or arrange for access to adequate financing for dealers and retail customers
•risks related to the operation of financial services companies;
•our ability to access funding to execute our business plan;
•our ability to realize anticipated benefits from joint venture arrangements;
•disruptions arising from political, social and economic instability;
•risks associated with our relationships with employees, dealers and suppliers;
•our ability to maintain effective internal controls over financial reporting;
•developments in labor and industrial relations and developments in applicable labor laws;
•earthquakes or other disasters; and
•other factors discussed elsewhere in this report.
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Furthermore, in light of the inherent difficulty in forecasting future results, any estimates or forecasts of particular
periods that are provided in this report are uncertain. We expressly disclaim and do not assume any liability in
connection with any inaccuracies in any of the forward-looking statements in this report or in connection with any
use by any third party of such forward-looking statements. Actual results could differ materially from those
anticipated in such forward-looking statements. We do not undertake an obligation to update or revise publicly
any forward-looking statements.
Additional factors which could cause actual results and developments to differ from those expressed or implied
by the forward-looking statements, refer to “Risk Management - Risk Factors” included elsewhere in this report
for additional information.
9
MANAGEMENT REPORT
Stellantis Overview
Stellantis is a global automaker engaged in designing, engineering, manufacturing, distributing and selling
vehicles and components worldwide. Stellantis designs, engineers, manufactures, distributes and sells vehicles
across five portfolios: (i) luxury vehicles under the Maserati brand; (ii) premium vehicles covered by Alfa Romeo,
DS and Lancia brands; (iii) global sport utility vehicles under the Jeep brand; (iv) American brands covering
Dodge, Ram and Chrysler vehicles and (v) European brands covering Abarth, Citroën, FIAT, Opel, Peugeot and
Vauxhall vehicles. Stellantis centralizes design, engineering, development and manufacturing operations, while
maintaining strong regional empowerment and decision-making to stay closely aligned with local customer
needs. Leapmotor International, is a jointly established, Stellantis‑controlled company created in 2024 and
owned 51 percent by Stellantis and 49 percent by Leapmotor, to distribute Leapmotor‑branded vehicles outside
of China (“LPMI”). Stellantis also provides retail and dealer financing, leasing and rental services available
through its subsidiaries, joint ventures and commercial arrangements with third party financial institutions.
Additionally, Stellantis supports its vehicle shipments with the sale of related service parts and accessories, as
well as service contracts, worldwide.
Stellantis engages in several other related activities. These include pre-owned car businesses and two mobility
brands—Free2move and Share Now. The Company also operates independent after-market parts and service
businesses, and its circular-economy business aims to extend the lifespan of vehicles and components to
reintegrate materials and end-of-life vehicles into the production cycle for new products.
In 2025, Stellantis reported:
•5,484 thousand vehicles shipped (refer to Financial Overview - Shipment Information included elsewhere in
this report for additional information);
•Net revenues of €153.5 billion;
•Net loss of €22.3 billion;
•Adjusted Operating Income/(Loss) (“AOI”) of €(0.8) billion (refer to Non-GAAP Financial Measures included
elsewhere in this report for additional information);
•Cash flows used in operating activities of €4.7 billion; and
•Industrial free cash flow of €(4.5) billion (refer to Non-GAAP Financial Measures included elsewhere in this
report for additional information).
At December 31, 2025, the Company’s available liquidity was €49.8 billion (including €18.3 billion available
under undrawn committed credit lines), of which industrial available liquidity was €45.7 billion. Refer to Financial
Overview - Liquidity and Capital Resources included elsewhere in this report for additional information.
History of Stellantis
Stellantis N.V. was incorporated as a public limited liability company (naamloze vennootschap) under the laws of
the Netherlands in April 2014 under the name Fiat Chrysler Automobiles N.V.
In its current configuration, Stellantis is the result of the merger of FCA and PSA, each of which were leading
independent global automotive groups prior to the merger.
10
Fiat S.p.A., the predecessor to FCA, was founded as Fabbrica Italiana Automobili Torino in July 1899 in Turin,
Italy as an automobile manufacturer. Fiat grew in Italy and internationally in the following decades both
organically and through the acquisition of several prominent brands and manufacturers including Lancia, Alfa
Romeo, Maserati and Ferrari. In October 2015, the initial public offering of Ferrari N.V. was completed, followed
by the spin-off of FCA’s remaining interest in Ferrari to its shareholders in January 2016. In 2009, FCA US LLC
(“FCA US”), then known as Chrysler Group LLC, acquired the principal operating assets of the former Chrysler
LLC as part of a government-sponsored restructuring of the North American automotive industry. Between 2009
and 2014, Fiat S.p.A. expanded its initial 20 percent ownership interest to 100 percent of the ownership of FCA
US and in October 2014, Fiat S.p.A. completed a corporate reorganization resulting in the establishment of FCA
as the parent company of the FCA Group, with its principal executive offices in the United Kingdom.
Peugeot S.A. began manufacturing and selling vehicles to consumers in 1896 and also expanded its automotive
business, particularly in the second half of the twentieth century. In 1974, PSA acquired all of the outstanding
shares of Citroën S.A. and then merged the two companies in 1976. In 1995, PSA Finance Holding, which
provided financing for Peugeot and Citroën vehicle sales, was transformed into a bank and subsequently
renamed “Banque PSA Finance”. PSA acquired the Opel and Vauxhall subsidiaries of General Motors (“GM”) in
August 2017.
On December 17, 2019, FCA and PSA entered into a combination agreement (as amended, the “combination
agreement”) agreeing to merge the two groups. On January 16, 2021, PSA merged with and into FCA, with FCA
as the surviving company. On January 17, 2021, the combined company was renamed Stellantis N.V.
On January 18, 2021, Stellantis common shares began trading on Euronext Milan and Euronext Paris, and on
January 19, 2021, began trading on the New York Stock Exchange (“NYSE”). Stellantis common shares trade
under the following symbols: Euronext Milan: “STLAM”; Euronext Paris: “STLAP”; NYSE: “STLA”.
The principal office of Stellantis is located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands (telephone
number: +31 23 700 1511).
Major Shareholders
As of February 25, 2026, the largest shareholders of Stellantis were Exor N.V. (“Exor”) (holding 15.48 percent of
the issued common shares), Établissements Peugeot Frères (“EPF”) (holding 7.72 percent of the issued
common shares) and Bpifrance Participations S.A. (“BPI”) (holding 6.64 percent of the issued common shares).
As a result of the loyalty voting mechanism, the voting powers of Exor, EPF and BPI are 23.84 percent, 11.89
percent and 10.22 percent, respectively. For a description of the loyalty voting mechanism, including the terms
and conditions of our special voting shares, please see “CORPORATE GOVERNANCE- Loyalty Voting
Structure.”
As of February 25, 2026 the share capital of the Company consists of the following: 2,903,716,295 common
shares and 866,522,224 Class A special voting shares, all with a par value of €0.01 each.
Based on the information in the Stellantis shareholder register, regulatory filings with the AFM and the SEC and
other sources available to Stellantis, the following persons owned, directly or indirectly, in excess of three
percent of Stellantis’ capital and/or voting interest as of February 25, 2026:
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Stellantis Shareholders | Number of Issued Common Shares(1) | Percentage of Issued Common Shares | ||
Exor(2) | 449,410,092 | 15.48 | ||
EPF(3) | 224,228,121 | 7.72 | ||
BPI(4) | 192,703,907 | 6.64 | ||
BlackRock Inc.(5) | 90,049,246 | 3.10 |
(1)Issued shares includes common shares as well as 866,522,224 Class A special voting shares. Refer also to Corporate Governance -
Articles of Association and Information on Stellantis Shares - Share Capital for additional information
(2)Exor owns 449,410,092 common shares and 449,410,092 Class A special voting shares (23.84 percent of the issued shares)
(3)EPF, through Peugeot Invest and its subsidiary Peugeot 1810, owns 224,228,121 common shares and 224,228,121 Class A special
voting shares (11.89 percent of the issued shares)
(4)BPI owns 192,703,907 common shares and 192,703,907 Class A special voting shares (10.22 percent of the issued shares). BPI is a
joint venture of EPIC Bpifrance (Bpi Groupe) and Caisse des Dépots et Consignations (both holding a 49.3 percent interest in Bpifrance
SA). Caisse des Dépots et Consignations also (directly and indirectly) holds an additional 8,207,316 Stellantis common shares,
representing an additional 0.28 percent of the common shares and 0.22 percent of the issued share capital and voting rights of
Stellantis
(5)According to information published on the AFM website as of February 25, 2026, BlackRock Inc. owns 90,049,246 common shares
(3.10 percent of the issued common shares) and 105,172,016 voting rights (2.79 percent of the voting rights)
Based on the information in Stellantis’ shareholder register and other sources available to Stellantis, as of
February 25, 2026, approximately 504 million Stellantis common shares, or approximately 17.4 percent of the
Stellantis common shares, were held in the United States. As of the same date, approximately 271 record
holders of Stellantis common shares had registered addresses in the United States.
Updates to Current Strategic Plan
In 2022, Stellantis introduced its Dare Forward strategic plan, establishing long-term electrification targets of 100
percent electric vehicles (“EV”) sales in Europe and 50 percent in the United States by 2030. Following the
leadership transition in mid-2025, newly appointed executive leadership is overseeing a comprehensive
reassessment of the Company's long-term strategy. This reassessment forms part of a broader reset of the
business and is being conducted in preparation for the communication of a new strategic plan. This review
encompasses major programs and product plans with the objective of realigning the Company’s strategy,
portfolio and investment priorities with real-world customer preferences, market demand and evolving regulatory
frameworks, while also addressing the effects of prior operational and execution challenges, targeting to re-
establish the conditions for sustainable, profitable growth.
The strategic reassessment reflects a revised view on the expected pace of the energy transition in certain
markets, informed by customer purchasing behavior, affordability considerations, infrastructure readiness and
incentive frameworks. While the Company remains committed to the development of electrified powertrains,
including BEVs, the review emphasizes a demand-led approach to adoption and the importance of maintaining
flexibility across powertrain technologies.
Separately, the Company experienced commercial and operational headwinds in its key European and U.S.
markets during 2024 and the first half of 2025, including quality related challenges associated with new
platforms and powertrains and broader inflationary cost pressures. These factors further reinforced the need for
the strategic reassessment undertaken by the new executive leadership.
The updated strategy will be communicated at the Investor Day in May 2026.
Overview of Our Business
Stellantis’ activities during the year ended December 31, 2025, were carried out through the following six
reportable segments:
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(i)North America: Stellantis’ operations to manufacture, distribute and sell vehicles in the United States,
Canada and Mexico, primarily under the Jeep, Ram, Dodge, Chrysler, FIAT and Alfa Romeo brands.
Manufacturing plants are located in U.S., Canada and Mexico;
(ii)Enlarged Europe: Stellantis’ operations to manufacture, distribute and sell vehicles in Europe (which
includes the 27 members of the European Union, the United Kingdom (“UK”) and the members of the
European Free Trade Association), under the mainstream brands Citroën, FIAT, Opel, Peugeot, Vauxhall as
well as premium brands Alfa Romeo, DS and Lancia. Manufacturing plants are located in France, Italy,
Spain, Germany, UK, Poland, Portugal, Serbia and Slovakia. Since 2024, Leapmotor-branded vehicles have
been distributed in Enlarged Europe by LPMI;
(iii)Middle East & Africa: Stellantis’ operations to manufacture, distribute and sell vehicles primarily in Türkiye,
Algeria and Morocco under the Peugeot, Citroën, Opel, FIAT and Jeep brands. Manufacturing plants are
primarily located in Morocco, Algeria and Türkiye, through Tofas, our joint venture. Since 2024, Leapmotor-
branded vehicles have been distributed in Middle East & Africa by LPMI;
(iv)South America: Stellantis’ operations to manufacture, distribute and sell vehicles in South and Central
America, primarily under the FIAT, Jeep, Ram, Peugeot and Citroën brands, with the largest focus of its
business in Brazil and Argentina. Manufacturing plants are located in the main markets of Brazil and
Argentina. In 2025, Leapmotor-branded vehicles have been distributed in South America by LPMI;
(v)China and India & Asia Pacific: Stellantis’ operations to manufacture, distribute and sell vehicles in the Asia
Pacific region (mostly in China, Japan, India, Australia and South Korea) carried out in the region through
both subsidiaries and joint ventures, primarily under the Jeep, Peugeot, Citroën, FIAT, DS and Alfa Romeo
brands. Manufacturing plants are located in India and Malaysia, through our joint operation India Fiat India
Automobiles Private Limited (“FIAPL JV”) and our 100 percent owned subsidiary Stellantis Gurun (Malaysia).
Our Citroën and Peugeot branded vehicles are manufactured in China by Dongfeng Peugeot Citroën
Automobiles (“DPCA”) under various license agreements. Since 2024, we distribute Leapmotor-branded
vehicles in Asia Pacific (excluding China) by LPMI; and
(vi)Maserati: Stellantis’ operations to design, engineer, develop, manufacture, distribute worldwide and sell
luxury vehicles under the Maserati brand. Design, engineering and manufacturing plants are located in Italy.
With effect from January 1, 2026, our Maserati reportable segment will be eliminated and Maserati shipments
and sales will be reported by geographic area consistently with our other brands in that transactions will be
treated on a “where sold” basis. This reflects the way that our chief operating decision maker will review and
assess performance.
Stellantis also owns or holds interests in companies engaged in a range of other activities and businesses.
These activities are grouped under “Other Activities”, and primarily consists of our pre-owned car businesses,
mobility businesses through the brands Free2move and Share Now, the Company's software and data
businesses, and other investments, including Archer Aviation Inc (“Archer”), as well as the businesses providing
financial services to dealers and customers primarily in North America, Enlarged Europe, South America and
China. Also included under “Other Activities” are our companies that provide services, including accounting,
payroll, tax, insurance, purchasing, information technology, facility management and security for the Company
and management of central treasury activities.
13
Definitions and abbreviations
Passenger cars include sedans, station wagons and three- and five-door hatchbacks, that may range in size
from “micro” and “A-segment” vehicles of less than 3.8 meters in length to “large” or “F-segment” cars that are
greater than 5.1 meters in length. Micromobility includes solutions like electric scooters, bikes, and light
quadricycles, generally operating at low speeds and optimized for urban environments.
Utility vehicles (“UVs”) include sport utility vehicles (“SUVs”), which are available with four-wheel drive or all-
wheel drive systems that provide true off-road capabilities, and crossover utility vehicles, (“CUVs”), which are
not designed for heavy off-road use. UVs can be divided among six main groups, ranging from “micro” or “A-
segment”, defined as UVs that are less than 4.0 meters in length, to “large” or “F-segment”, defined as UVs that
are greater than 5.1 meters in length.
Light trucks are divided between vans (also known as light commercial vehicles, or “LCVs”), which typically are
used for the transportation of goods or groups of people, and pickup trucks, which are light motor vehicles with
an open-top rear cargo area. Minivans, also known as multi-purpose vehicles (“MPVs”) typically have seating for
up to eight passengers.
A vehicle is characterized as “all-new” if it is a new product with no prior model year, or if its vehicle platform is
significantly different from the platform used in the prior model year and/or it has had a full exterior renewal.
A vehicle is characterized as “significantly refreshed” if it continues its previous vehicle platform but has
significant changes or upgrades from the prior model year.
Design and Manufacturing
We sell vehicles in the UV, passenger car, truck and LCV markets. Our SUV and CUV portfolio includes vehicles
such as the Jeep Grand Wagoneer, Jeep Wrangler, Jeep Grand Cherokee, Jeep Meridian, Alfa Romeo Tonale,
Citroën C3 Aircross, DS No 8, Maserati Grecale and Peugeot E-3008. Our passenger car product portfolio
includes vehicles such as the Opel and Vauxhall Mokka, Fiat 500, Fiat Grande Panda, Alfa Romeo Giulia, Citroën
ëC3, Lancia Ypsilon, Dodge Charger and Peugeot 308, and minivans such as the Chrysler Pacifica. We sell light
duty and heavy duty pickup trucks such as the Ram 1500, Ram 2500/3500, Fiat Strada, Peugeot Landtrek, Jeep
Gladiator, and chassis cabs such as the Ram 3500/4500/5500. Our LCVs include vans such as the Fiat
Professional Doblò, Peugeot Partner, Citroën Berlingo, Opel/Vauxhall Combo and Ram ProMaster.
The “Stellantis Industrial System” is a set of manufacturing-related tools and principles intended to achieve best
in class performance as measured by health and safety, quality, throughput, cost and environmental metrics,
through empowerment of employees, enhancement of employee skill-sets, the sharing of best practices and the
improved and economical use of production assets. Originally launched in 2022 as the “Stellantis Production
Way”, the name was recently changed to emphasize continuous improvement focused on its four core pillars in
the industrial footprint: People First, Operational Excellence, Digital Transformation and Sustainability.
Research and Development
Stellantis’ recent research initiatives have been mainly concentrated in the areas of mobility electrification and
clean energy, autonomous driving, infotainment technology, vehicle electrical and software architecture, and
connectivity technologies. Significant activity has also continued with a focus to reduce overall vehicle energy
demand, fuel consumption and emissions based on traditional technologies. Recent fuel consumption and
emissions reduction activities have primarily focused on propulsion system technologies, including engines,
transmissions, axles and drivelines, hybrid and electric propulsion and alternative fuels.
14
Property, Plant and Equipment
As of December 31, 2025, Stellantis manufacturing facilities (including passenger vehicle and light commercial
vehicle assembly, propulsion systems and components plants, and excluding joint ventures), are primarily
located in Enlarged Europe (mainly in France, Germany, Italy, Spain, Poland and UK), North America (U.S.,
Canada and Mexico), South America (Brazil and Argentina) and Africa (Morocco). Stellantis companies also own
other significant properties including parts distribution centers, research laboratories, test tracks, warehouses
and office buildings. The total carrying value of Stellantis’ property, plant and equipment as of December 31,
2025 was €43.0 billion.
A number of Stellantis manufacturing facilities and equipment, including land and industrial buildings, plant and
machinery and other assets, were and are subject to mortgages and other security interests granted to secure
indebtedness to certain financial institutions. As of December 31, 2025, property, plant and equipment reported
as pledged as collateral for loans amounted to approximately €25 million, excluding Right-of-use assets (refer to
Note 11, Property, plant and equipment, within the Consolidated Financial Statements included elsewhere in this
report for additional information).
Stellantis is not aware of any environmental issues that would materially affect the utilization of fixed assets. Refer
to “Industrial Environmental Control” included elsewhere in this report for additional information.
Supply of Raw Materials, Parts and Components
Stellantis purchases a variety of components (including but not exclusively, mechanical, steel, electrical,
electronic and plastic components as well as castings and tires), raw materials, supplies, utilities, logistics and
other services from numerous suppliers. The purchase of raw materials, parts and components has historically
accounted for a substantial majority of our total Cost of revenues. The raw materials purchased include, but are
not limited to, steel, rubber, aluminum, resin, copper, lead, rare earths, precious metals (including platinum,
palladium and rhodium) and battery materials (including lithium, manganese, nickel, graphite and cobalt).
To support its commitment to quality, cost efficiency, sustainability, and product innovation, the Company
depends on suppliers who not only share these values but also demonstrate the capability to deliver continuous
cost improvements.
In addition, within the purchasing division, a specific raw materials organization was set up in 2023 with a goal to
secure a stable supply of key materials in particular for its electrified vehicles, aiming at selecting sustainable
and responsible processes, partners and suppliers.
For a discussion of Stellantis’ risks relating to raw materials, parts and components, refer to “Risk Factors - We
face risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts,
components and systems used in our vehicles.” included elsewhere in this report for additional information. In
order to mitigate these risks, Stellantis works proactively with suppliers to identify material and part shortages
and take steps to mitigate their impact by deploying additional personnel, accessing alternative sources of
supply and managing its production schedules. Stellantis also continues to refine processes to identify emerging
capacity constraints in the supplier tiers. In addition, Stellantis continuously monitors supplier performance
according to key metrics such as part quality, delivery, performance, financial solvency and sustainability.
15
Intellectual Property
Stellantis owns a significant number of patents, trade secrets, licenses, trademarks and service marks,
including, in particular, the marks of its vehicle and component and production systems brands, which relate to
its products and services. We expect the number to grow as we continue to pursue technological innovations.
We file patent applications in Europe, the U.S. and around the world to protect technology and improvements
considered important to our business. No single patent is material to our business as a whole.
Employees
At December 31, 2025, Stellantis had a total of 258,668 employees (excluding employees of joint arrangements,
associates and unconsolidated subsidiaries), a 4.2 percent increase from December 31, 2024, and a 0.2
percent increase from December 31, 2023. The following table provides a breakdown of employees as of
December 31, 2025, 2024 and 2023 by geographical area.
At December 31, | |||||
2025 | 2024 | 2023 | |||
North America | 80,247 | 75,554 | 81,341 | ||
Enlarged Europe | 124,084 | 126,242 | 135,211 | ||
Middle East & Africa | 9,942 | 7,874 | 6,101 | ||
South America | 38,799 | 32,612 | 28,928 | ||
China and India & Asia Pacific | 5,596 | 5,961 | 6,694 | ||
Total | 258,668 | 248,243 | 258,275 | ||
Stellantis employees are free to join trade unions, provided they do so in accordance with local laws and the
rules of the related trade union. Local collective agreements are led by the regions and/or countries which take
the global Company polices into account and reflect local particularities. As of December 31, 2025,
approximately 85 percent of our employees were covered by collective bargaining agreements.
Stellantis prioritizes social dialogue in its transformation, focusing on employee participation through an annual
global survey and fostering trust with trade unions via collective bargaining and works council agreements. This
approach aims to foster a fair transformation, mitigate business interruptions (e.g. strikes), and prevent
reputational damage. In 2025, an active dialogue was maintained with various employee representation bodies
existing at the national or transnational level. This is represented in Europe through the European Works Council,
in North America through the union, the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (“UAW”) and in Canada through the union, Unifor.
Trade Unions and Collective Bargaining
Stellantis promotes a co-construction approach to foster a responsible relationship with employee
representatives.
Stellantis’ social relations strategy is based on six commitments:
•Stellantis supports the principles of the United Nations Universal Declaration of Human Rights and the
provision of a decent equitable work environment. We work towards providing competitive and living wages;
•Stellantis is committed to compliance with all applicable labor laws and regulations and aims to apply best
practices in human resources management;
16
•Stellantis bases social dialogue on relationships with independent labor unions and employee representatives
and seeks workplace cooperation;
•Stellantis’ objective is to negotiate collective bargaining agreements that are pragmatic, inclusive and
protective of its employees;
•Stellantis fosters social dialogue with the workforce on a daily basis; and
•Stellantis monitors social indicators in its subsidiaries and discloses to key internal stakeholders.
The Company endorses the International Labor Organization’s (“ILO”) declaration on fundamental principles and
rights at work.
Stellantis pursues innovative collective agreements with social partners to address social challenges, maintain
competitiveness, and manage transformations through trust, transparency, and practical solutions.
Sales Overview
New vehicle sales represent sales of vehicles primarily by dealers and distributors, or, directly by us in some
cases, to retail and fleet customers. Sales include mass-market, premium and luxury vehicles manufactured at
our plants, as well as vehicles manufactured by joint ventures and third party contract manufacturers and
distributed under our brands. Sales figures exclude: (i) sales of vehicles that we contract manufacture for other
Original Equipment Manufacturers (“OEM”), (ii) vehicles from other brands that we distribute which includes
Leapmotor branded vehicles and (iii) sales of micromobility vehicles. While vehicle sales are illustrative of our
competitive position and the demand for our vehicles, sales are not directly correlated to Net revenues, Cost of
revenues or other measures of financial performance in any given period, as such results were primarily driven
by vehicle shipments to dealers and distributors or to retail and fleet customers.
For a discussion of our shipments, refer to “Financial Overview—Shipment Information” included elsewhere in
this report for additional information. Figures in the tables in this section may not add due to rounding.
Additionally, prior period figures have been updated to reflect current information provided by third party
industry sources.
The following table shows Stellantis’ new vehicle sales by geographic market for the periods presented:
Years ended December 31, | ||||||
(millions of units) | 2025 | 2024 | 2023 | |||
North America | 1.5 | 1.5 | 1.8 | |||
Enlarged Europe | 2.5 | 2.6 | 2.7 | |||
Middle East & Africa | 0.5 | 0.5 | 0.6 | |||
South America | 1.0 | 0.9 | 0.9 | |||
China and India & Asia Pacific | 0.1 | 0.1 | 0.2 | |||
Total Regions | 5.6 | 5.7 | 6.1 | |||
Maserati | 0.01 | 0.01 | 0.03 | |||
Total Worldwide | 5.6 | 5.7 | 6.2 | |||
- Maserati excluded from volumes and market share of the regions
- Leapmotor excluded from volumes and market share of the regions
- Excludes banned countries: Belarus, Cuba, Iran, Russia, Sudan, Syria
17
North America
North America Sales and Competition
The following table presents Stellantis’ vehicle sales and estimated market share in the North America segment
for the periods presented:
Thousands of units (except percentages) | Years ended December 31, | |||||||||||
2025(1) | 2024(1) | 2023(1) | ||||||||||
North America | Sales | Market Share | Sales | Market Share | Sales | Market Share | ||||||
U.S. | 1,260 | 7.6% | 1,304 | 8.0% | 1,527 | 9.6% | ||||||
Canada | 115 | 6.1% | 130 | 7.2% | 158 | 9.5% | ||||||
Mexico | 91 | 5.9% | 94 | 6.0% | 97 | 6.8% | ||||||
Total | 1,466 | 7.3% | 1,527 | 7.8% | 1,782 | 9.4% | ||||||
(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided
by third-party sources: Canada - DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's
Automotive
Maserati excluded from volumes and market share
The following table summarizes new vehicle market share information and our principal competitors in the U.S.,
our largest market in the North America segment:
Years ended December 31, | ||||||
U.S. | 2025 | 2024 | 2023 | |||
Automaker | Percentage of industry | |||||
GM | 17.2% | 16.6% | 16.3% | |||
Toyota | 15.3% | 14.3% | 14.2% | |||
Ford | 13.3% | 12.8% | 12.5% | |||
Hyundai/Kia | 11.0% | 10.5% | 10.4% | |||
Honda | 8.6% | 8.7% | 8.2% | |||
Stellantis(1) | 7.6% | 8.0% | 9.6% | |||
Nissan | 5.6% | 5.7% | 5.7% | |||
Subaru | 3.9% | 4.1% | 4.0% | |||
Volkswagen | 3.4% | 4.0% | 4.0% | |||
Tesla | 3.2% | 3.7% | 4.0% | |||
Other | 10.8% | 11.6% | 11.2% | |||
Total | 100% | 100% | 100% | |||
(1) Excluding Maserati
Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by
third-party sources: Canada - DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute) and U.S. - Ward's
Automotive
U.S. industry sales, including medium and heavy-duty vehicles, in addition to commercial vehicles and
passenger cars, were up approximately 259 thousand units in 2025 from 16.3 million units in 2024. Industry
sales were up 1.6 percent over 2024 calendar year.
Our vehicle line-up in the North America segment primarily leveraged the brand recognition of the Jeep, Ram,
Dodge and Chrysler brands to offer UVs, pickup trucks, cars and minivans under those brands. Vehicle sales
and profitability in the North America segment were generally weighted towards larger vehicles such as UVs,
trucks and vans, consistent with overall industry sales.
18
U.S. sales saw their first consecutive quarterly increase since 2023 in the second half of 2025. Overall, U.S.
sales were down 3.3 percent from 2024 as the Company reset its plan for the U.S. This plan provides the
customer a diversified powertrain lineup, including the return of the 5.7-liter HEMI V-8 eTorque engine in the
Ram 1500; the all-electric Dodge Charger Daytona Scat Pack; and the Dodge Charger SIXPACK Scat Pack
(ICE), which arrived in dealerships in late 2025.
Brand highlights include Ram retail sales increasing 17.5 percent for the calendar year; Dodge Durango had its
best total sales year since 2005, up 37 percent over 2024. Jeep and Chrysler both posted yearly sales increases
of 1 percent.
North America Distribution
In the North America segment, our vehicles are sold primarily to dealers in our dealer network for sale to retail
consumers and to fleet customers. Fleet sales in the commercial channel are typically more profitable than sales
in the government and daily rental channels since they more often involve customized vehicles with more
optional features and accessories; however, vehicle orders in the commercial channel are usually smaller in size
than the orders made in the daily rental channel. Fleet sales in the government channel are generally more
profitable than fleet sales in the daily rental channel primarily due to the mix of products included in each
respective channel.
North America Dealer and Customer Financing
Stellantis Financial Services U.S. Corp (“ SFS U.S.”) provides U.S. customers and dealers with a complete range
of financing options, including retail loans, leases, and floorplan financing. SFS U.S. is currently playing a
predominant role in retail and leasing financing with a market share of approximately 18 percent and 90 percent
respectively and a total market share of approximately 40 percent. As of December 31, 2025, SFS U.S. provided
wholesale (i.e. floorplan and others) lines of credit to 264 dealers representing approximately 10 percent of the
Stellantis network in the U.S, with Bank of America and Ally Financial Inc. complementing wholesale funding
offer to, approximately an additional 8 percent and 25 percent respectively, in 2025 Stellantis terminated the
agreement with Santander Consumer USA Inc.
In Canada, our customers are served by cooperation agreements with local banks providing retail financing and
leasing.
In April 2025, Stellantis acquired a 20.6 percent equity interest in STM Financial, SAPI de C.V., SOFOM, E.R.,
Grupo Financiero Inbursa (“STM Financial”), a Mexican financial services company. The investment supports
Stellantis’ strategy to strengthen its automotive financing capabilities in Mexico and aligns with its global
objective to expand direct financial services in key markets. The investment is accounted for as an associate
using the equity method. Under the terms of the agreement, Stellantis acquired 20.6 percent of the shares of
STM Financial, representing 49.9 percent of the rights and obligations related to the dealer portfolio and the
newly originated retail customer portfolio. STM Financial operated with two share classes and, after a mid‑year
redemption of Series A shares held by Inbursa, Stellantis’ ownership increased from 20.6 percent to 23.4
percent of total share capital at December 31, 2025 and is expected to increase to 49.9 percent over an
estimated two‑year period.
19
Enlarged Europe
Enlarged Europe Sales and Competition
The following table presents Stellantis’ vehicle sales and market share in the Enlarged Europe segment for the
periods presented:
Thousands of units (except percentages) | Years ended December 31, | |||||||||||
2025 | 2024 | 2023 | ||||||||||
Enlarged Europe(1) | Sales | Market Share | Sales | Market Share | Sales | Market Share | ||||||
France | 558 | 28.0% | 599 | 28.5% | 634 | 29.4% | ||||||
Italy | 493 | 28.7% | 531 | 30.2% | 591 | 33.5% | ||||||
Germany | 379 | 12.1% | 416 | 13.4% | 389 | 12.5% | ||||||
UK | 285 | 12.1% | 299 | 12.9% | 313 | 13.9% | ||||||
Spain | 213 | 15.9% | 208 | 17.6% | 221 | 20.2% | ||||||
Other | 494 | 10.7% | 502 | 11.1% | 546 | 12.5% | ||||||
Europe(2) | 2,422 | 16.0% | 2,556 | 17.0% | 2,695 | 18.3% | ||||||
Other Europe(3) | 32 | 2.9% | 22 | 2.7% | 18 | 2.4% | ||||||
Total | 2,454 | 15.1% | 2,577 | 16.3% | 2,713 | 17.5% | ||||||
(1) Excludes banned Countries: Belarus, Russia
(2) European Union (“EU”) EU30 = EU27 (excluding Malta), Iceland, Norway, Switzerland and UK. Industry and market share information is
derived from third-party industry sources (e.g. Agence Nationale des Titres Sécurisés (“ANTS”), Ministry of Infrastructure and Sustainable
Mobility (“MIMS”) and ANFAC Spain) and internal information
(3) Other Europe = Eurasia (Armenia, Azerbaijan, Georgia, Kazakhstan, Moldova, Uzbekistan) and other Europe (Albania, Bosnia, Kosovo,
Malta, Montenegro, North Macedonia, Serbia and Ukraine). Effective January 1, 2025, Israel and Palestine are reported within Enlarged
Europe (prior periods have not been restated)
Maserati excluded from volumes and market share of the region
Leapmotor excluded from Stellantis volumes and market share of the region
The following table summarizes new vehicle market share information and our principal competitors in Europe,
our largest market in the Enlarged Europe segment:
Years ended December 31, | ||||||
Europe 30(1) | 2025 | 2024 | 2023 | |||
Automaker | Percentage of industry | |||||
Volkswagen | 25.1% | 24.3% | 24.0% | |||
Stellantis(2) | 16.0% | 17.0% | 18.3% | |||
Renault | 10.6% | 10.7% | 10.5% | |||
Toyota | 7.0% | 7.4% | 6.7% | |||
Hyundai/Kia | 7.0% | 7.1% | 7.5% | |||
BMW | 6.4% | 6.2% | 6.2% | |||
Mercedes-Benz | 5.8% | 6.2% | 6.2% | |||
Ford | 5.6% | 5.5% | 5.9% | |||
Other | 16.4% | 15.6% | 14.7% | |||
Total | 100% | 100% | 100% | |||
(1) Europe 30 = 27 members of the European Union excluding Malta and including Iceland, Norway, Switzerland and UK
(2) Excluding Maserati
Leapmotor excluded from Stellantis volumes and market share of the region
Estimated market share information is derived from third-party industry sources (e.g., ANTS, MIMS and ANFAC Spain) and internal
information
1 France, Germany, Italy, Spain, UK, Austria, Belgium, Luxembourg, Netherlands, Poland and Portugal
20
In 2025, the EU30 automotive market recorded results broadly in line with the previous year with new vehicle
registrations at 15.1 million resulting in a slight growth of 0.9 percent compared to 2024.
In the EU30 passenger cars (“PC”) and commercial vehicles (“CV”) markets, Stellantis confirmed its second
place position with a market share of 16 percent. Sales increased in Austria, Belgium, Luxembourg, Poland,
Portugal and Spain out of the G10(1). Stellantis confirmed its first place position in France, Italy and Portugal and
its second place position in Germany, Spain, United Kingdom, Austria, Belgium, Luxembourg.
In the EU30 CV market, Stellantis Pro One confirmed its overall leadership with a share of 28.6 percent and first
place in seven countries (Italy, France, Spain, Portugal, Belgium, Luxembourg, Austria and Poland) powered by
Citroën, FIAT Professional, Opel, Peugeot and Vauxhall and strong carlines leading the C- and E-van segments
in Luxembourg, Belgium, France, Italy and Spain.
Stellantis’ performance is supported by iconic models such as the Peugeot 208 and 2008 both amongst the top
10 best sellers in the EU30, while Fiat Panda is leader of the A-segment with 24 percent market share. In the B-
hatch segment, Stellantis has three cars in the top six with Peugeot 208, Opel/Vauxhall Corsa and Citroën C3
collectively representing 24.3 percent market share. In the B-SUV segment, the Peugeot 2008 ranked in the top
four with 172 thousand units sold. In the C-SUV, the Peugeot 3008 placed in the top five with 121 thousand units,
up 23.4 percent in volume compared with 2024.
Stellantis confirmed its leadership of the BEV B-segment with more than 31 percent market share in the fast-
growing segment (a sales increase of 32.6 percent compared to 2024), with nine vehicles in the top 20.
Enlarged Europe Distribution
In Europe, we sell and service our vehicles through our own dealers (located in most European markets),
independent dealers, retailers, and authorized workshops. In other markets and segments where we do not have
a substantial presence, we have agreements with general distributors.
In 2023, Stellantis and its European dealers signed over 8,000 sales and 25,000 aftersales contracts in ten key
European countries. Their shared objectives include simplification, a multi-brand approach, customer-centricity,
and quality assurance. Stellantis initially adopted the new retailer model in Austria, Belgium, Luxembourg, and
the Netherlands in September 2023, and has been working to further enhance the model in these early adopter
countries, allowing its network sufficient time to adapt in a competitive landscape with new entrants. In 2025,
Stellantis confirmed the dealer model as the standard commercial approach across Enlarged Europe countries
excluding Austria, Belgium, Luxembourg and the Netherlands, reinforcing its strategic collaboration with the
dealer network and supporting the collective ability to address the key challenges facing the automotive sector.
In Austria, Belgium, Luxembourg, and the Netherlands, the Company continued to advance the implementation
of the new retailer model. Early indicators show a positive trajectory, with market share increasing by more than
1.4 percentage points compared with 2024 in Belgium, Luxembourg and Austria.
During 2024, Stellantis began distributing Leapmotor vehicles in Europe through LPMI. and has been introduced
in more than 400 dealerships already representing our existing brands.
Stellantis continues to work closely with its dealer network, emphasizing their partnership to address the
challenges of the automotive industry, including electrification.
21
Enlarged Europe Dealer and Customer Financing
The Stellantis leasing and financing activities are structured through the following partnerships:
(i)Leasys, a 50 percent held joint venture with Crédit Agricole Consumer Finance & Mobility dedicated to pan-
European multi-brand long-term operational leasing activities;
(ii)A partnership between Stellantis Financial Services Europe (“SFSE”), and BNP Paribas Personal Finance
(“BNPP PF”) related to financing activities carried-out through approximately a 50 percent interest in a joint-
venture operating in Germany, Austria and the UK; and
(iii)A partnership between SFSE and Group Santander Consumer Finance (“SCF”) related to financing activities
carried out through 50 percent held joint-ventures in France, Italy, Spain, Belgium, Poland, the Netherlands
and through a commercial agreement with SCF in Portugal.
The partnerships with BNPP and SCF cover all Stellantis brands and the Leapmotor brand.
Middle East & Africa (“MEA”)
Middle East & Africa Sales and Competition
The following table presents Stellantis’ vehicle sales and market share in the Middle East & Africa segment for
the periods presented:
Thousands of units (except percentages) | Years ended December 31, | |||||||||||
2025 | 2024 | 2023 | ||||||||||
Middle East & Africa | Sales | Market Share | Sales | Market Share | Sales | Market Share | ||||||
Türkiye | 360 | 26.3% | 343 | 27.7% | 419 | 34.0% | ||||||
Algeria | 58 | 85.4% | 67 | 65.2% | 56 | 86.5% | ||||||
Morocco | 43 | 18.2% | 35 | 19.9% | 33 | 20.7% | ||||||
Gulf(1) | 25 | 1.6% | 30 | 2.0% | 33 | 2.4% | ||||||
Overseas France(2) | 17 | 26.8% | 19 | 28.5% | 21 | 28.8% | ||||||
Israel Zone(3) | — | —% | 14 | 5.2% | 21 | 7.4% | ||||||
Egypt | 13 | 9.1% | 6 | 6.9% | 8 | 10.8% | ||||||
Other(4) | 25 | 2.5% | 24 | 2.6% | 23 | 2.6% | ||||||
Total | 541 | 12.2% | 538 | 12.4% | 614 | 14.8% | ||||||
(1) Includes: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, Untied Arab Emirates (“UAE”) and Yemen
(2) Includes: French Guiana, Mayotte, Reunion, Martinique and Guadeloupe
(3) Includes: Israel and Palestine. Effective January 1, 2025, Israel and Palestine are reported within Enlarged Europe (prior periods have
not been restated)
(4) Excludes banned countries: Iran, Sudan and Syria
Leapmotor excluded from Stellantis volumes and market share of the region
Estimated market share information is derived from third-party industry sources of MEA countries (e.g., AMIC (Egypt), ODMD (Türkiye),
AMBG (Saudia Arabia, Qatar, United Arab Emirates, Yemen), AIVAM (Morocco) and internal information
Maserati excluded from volumes and market share of the region
In 2025, the total industry volume of Middle East & Africa increased by 2.4 percent. Sales increased by 0.6
percent with 3 thousand more deliveries.
Overall market share of the region reached 12.2 percent, down by 0.2 percent compared to 2024.
22
The market share decrease was primarily due to end of production of B-segment LCV in Türkiye and slow ramp
up of local production in Algeria.
CV sales increased by 3.7 percent, up to 186 thousand units, representing a 21.3 percent market share.
The following table summarizes new vehicle market share information and our principal competitors in the
Middle East & Africa:
Years ended December 31, | ||||||
G5(1) Middle East & Africa | 2025 | 2024 | 2023 | |||
Automaker | Percentage of industry | |||||
Toyota | 18.1% | 17.9% | 18.6% | |||
Stellantis(2) | 13.7% | 14.2% | 17.7% | |||
Hyundai/Kia | 12.1% | 12.6% | 12.0% | |||
Renault | 8.6% | 8.8% | 9.2% | |||
Volkswagen | 8.0% | 7.8% | 7.4% | |||
Ford | 5.7% | 5.9% | 5.7% | |||
Nissan | 5.3% | 5.6% | 5.3% | |||
Chery | 3.5% | 3.4% | 2.2% | |||
Other | 25.0% | 23.9% | 21.9% | |||
Total | 100% | 100% | 100% | |||
(1) G5: Türkiye, Morocco, Gulf, Overseas France and Egypt
Gulf: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen
Overseas France: French Guiana, Mayotte, Reunion, Martinica and Guadeloupe
(2) Excluding Maserati
Leapmotor excluded from Stellantis volumes and market share of the region
Estimated market share information is derived from third-party industry sources of MEA countries (e.g. AMIC (Egypt), ODMD (Türkiye),
AMBG (Saudia Arabia, Qatar, United Arab Emirates, Yemen), AIVAM (Morocco)) and internal information
Middle East & Africa Distribution
In Türkiye, following the sale of Stellantis Otomotiv Pazarlama A.S. to Tofas in April 2025, the commercial
activities of all Stellantis brands are now consolidated under Tofas, a joint venture with the Koç Automotive
Group (refer to Note 3, Scope of consolidation within the Consolidated Financial Statements included elsewhere
in this report for additional information).
In Morocco the national sales company is in charge of distributing Alfa Romeo, Citroën, DS, FIAT, Jeep and
Peugeot. Opel is managed by a local importer. In South Africa we also operate through a national sales
company that distributes Peugeot, Citroën, Opel, FIAT, Jeep and Alfa Romeo. In Algeria, a national sales
company is in charge of distributing FIAT, while Opel is managed by local importer. In all other markets of the
region, we distribute through agreements with local general distributors.
Middle East & Africa Dealer and Customer Financing
Stellantis’ retail‑financing activities in Türkiye were historically split between former FCA brands, handled by a
Tofas‑owned subsidiary, and former PSA brands, managed by an SFSE subsidiary working with several local
financial institutions. Following the April 2025 agreement that designated Tofas as the distributor for all Stellantis
brands, SFSE’s subsidiary BPF Pazarlama was sold to Tofas in December 2025. This move unified all dealer and
customer financing under Koc Stellantis Finansman A.S., a 100 percent owned Tofas subsidiary.
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In Morocco, in September 2025, Fidis S.p.A. which is a 100 percent owned by the Company, finalized the
acquisition of 80 percent shareholding in AXA Credit, a regulated financial services company, from AXA
Assurance Morocco, with the intention to offer dealer and customer financing for all Stellantis brands in the
country.
Cooperation agreements are also in place with third-party financial institutions to provide dealer network and
retail customer financing in South Africa and retail customer financing in Algeria.
South America
South America Sales and Competition
The following table presents Stellantis’ vehicle sales and market share in the South America segment for the
periods presented:
Thousands of units (except percentages) | Years ended December 31, | |||||||||||
2025(1) | 2024(1) | 2023(1) | ||||||||||
South America | Sales | Market Share | Sales | Market Share | Sales | Market Share | ||||||
Brazil | 751 | 29.3% | 734 | 29.4% | 687 | 31.4% | ||||||
Argentina | 177 | 30.5% | 116 | 29.7% | 120 | 28.2% | ||||||
Other South America | 67 | 5.3% | 66 | 5.9% | 72 | 6.4% | ||||||
Total | 994 | 22.6% | 916 | 22.9% | 879 | 23.5% | ||||||
(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided
by third-party sources, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers
Maserati excluded from volumes and market share
Excludes banned country: Cuba
Leapmotor excluded from Stellantis volumes and market share of the region
The following table summarizes new vehicle market share information and our principal competitors in Brazil, our
largest market in the South America segment:
Years ended December 31, | ||||||
Brazil | 2025(1) | 2024(1) | 2023(1) | |||
Automaker | Percentage of industry | |||||
Stellantis(2) | 29.3% | 29.4% | 31.4% | |||
Volkswagen | 17.6% | 16.6% | 16.4% | |||
GM | 10.8% | 12.6% | 15.0% | |||
Hyundai/Kia | 8.1% | 8.5% | 8.7% | |||
Toyota | 6.7% | 8.2% | 8.8% | |||
Renault | 5.1% | 5.6% | 5.8% | |||
BYD | 4.4% | 3.1% | 0.8% | |||
Honda | 4.0% | 3.7% | 3.3% | |||
Chery | 3.1% | 2.4% | 1.4% | |||
Nissan | 3.0% | 3.5% | 3.3% | |||
Other | 7.7% | 6.3% | 5.0% | |||
Total | 100% | 100% | 100% | |||
(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use data provided by
ANFAVEA (Associação Nacional dos Fabricantes de Veículos Automotores)
(2) Excluding Maserati
Leapmotor excluded from Stellantis volumes and market share of the region
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Automotive industry volumes within the countries in the South America segment increased by 9.9 percent to 4.4
million units in 2025, which was primarily driven by Argentinian market growth of 48.5 percent, mainly due to
improved economic recovery. The Brazilian market recorded a 2.5 percent increase in sales volume in 2025.
Stellantis’ maintained its market share leadership in South America despite a decline, from 22.9 percent in 2024
to 22.6 percent in 2025, as well as in Brazil and Argentina markets with 29.3 percent and 30.5 percent,
respectively. FIAT is the brand leader in the region, maintaining its leadership position despite a decrease,
from14.5 percent in 2024 to 14.2 percent in 2025. FIAT also led the pickup truck market in Brazil, with the Fiat
Strada, Toro, and Titano, launched earlier this year (together represent an aggregate of 42.1 percent market
share in the segment). Jeep achieved 4.9 percent of the total industry sales in Brazil with 11.3 percent market
share in the SUV segment.
South America Distribution
In Brazil and Argentina, distribution is through dealers of each brand, although it is common for the same
distributor to have several stores in order to offer different brands. In other countries, distribution is through multi-
brand importers or dealers.
South America Dealer and Customer Financing
In the South America segment, we provide access to dealer and retail customer financing as well as rental
products through captive finance companies and through strategic relationships with financial institutions.
In Argentina, following the completion of the sale of our 50 percent interest in FCA Compañía Financiera S.A. to
Banco BBVA Argentina S.A. (“BBVA”) in December 2025, we now operate two 50‑percent‑owned joint ventures
with BBVA: FCA Compañía Financiera S.A., which serves the former FCA brands, and PSA Finance Argentina
Compañía Financiera S.A., which serves the former PSA brands. Both entities provide dealer and retail financing
solutions.
In Brazil, we have three 100 percent owned captive finance companies that offers dealer and retail customer
financing and rental services with Banco Stellantis S.A. mainly focusing on dealer financing, Stellantis
Financiamentos Sociedade de Credito, Financiamento e Investimento S.A. focusing on retail financing and
Stellantis Locadora de Automoveis Ltda focusing on rental services.
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China and India & Asia Pacific
China and India & Asia Pacific Sales and Competition
The following table presents Stellantis’ vehicle sales and market share in the China and India & Asia Pacific
segment:
Thousands of units (except percentages) | Years ended December 31, | |||||||||||
2025(1)(5) | 2024(1)(5) | 2023(1)(5) | ||||||||||
China and India & Asia Pacific | Sales | Market Share | Sales | Market Share | Sales | Market Share | ||||||
China(2)* | 43 | 0.2% | 48 | 0.2% | 69 | 0.3% | ||||||
Japan | 25 | 0.7% | 25 | 0.7% | 33 | 0.8% | ||||||
India(3) | 11 | 0.2% | 12 | 0.3% | 17 | 0.4% | ||||||
Australia | 9 | 0.7% | 11 | 0.9% | 18 | 1.5% | ||||||
Asean & General Distributors (“AGD”)(4) | 8 | 0.2% | 10 | 0.3% | 12 | 0.3% | ||||||
South Korea | 3 | 0.2% | 4 | 0.2% | 7 | 0.4% | ||||||
New Zealand | 1 | 1.0% | 1 | 1.2% | 3 | 1.8% | ||||||
China and India & Asia Pacific major Markets | 101 | 0.3% | 111 | 0.3% | 157 | 0.4% | ||||||
Other China and India & Asia Pacific | 1 | —% | 1 | —% | 2 | —% | ||||||
Total | 102 | 0.2% | 113 | 0.3% | 159 | 0.4% | ||||||
* Includes Hong Kong and Taiwan
(1) Estimated market share information is derived from third-party industry sources of China & Asia Pacific countries (e.g. CADA and CPCA
(China PC Domestic), CATARC (China PC Import), FCAI (Australia), SIAM (India PC), JADA and JAIA (Japan), MIA (New Zealand), IHS
(Thailand), MAA (Malaysia)) and internal information
(2) Data include vehicles sold by our joint ventures in China for Stellantis brands
(3) India market share is based on wholesale volumes
(4) AGD includes Bangladesh, Brunei, Cambodia, French Polynesia, Indonesia, Laos, Malaysia, Myanmar, Nepal, New Caledonia,
Philippines, Singapore, Sri Lanka, Thailand and Vietnam
(5) Sales reflect retail deliveries. China and India & Asia Pacific industry reflects aggregate for major markets where the Company
competes (China (PC), Japan (PC), India (PC), South Korea (PC and Pickups), Australia, New Zealand and AGD). Market share is based
on retail/registrations except, as noted above, in India where market share is based on wholesale volumes
Maserati excluded from volumes and market share
Leapmotor excluded from Stellantis volumes and market share of the region
In 2025, 24.2 million passenger cars were sold in China, which represents a 3.3 percent year-over-year
increase. The automotive industry grew by 4.5 percent in India & Asia Pacific region, reaching 15.1 million
vehicles sold. There was growth across all markets in the region. India led with a 5.8 percent increase, driven by
strong performance from local brands and the reduction in the goods and services tax. Japan grew by 3
percent, supported by an 8.4 percent expansion in the compact‑car segment while the remainder of the market
was stable. South Korea recorded a 5 percent increase, reflecting robust domestic SUV demand. AGD rose by
5.3 percent, primarily due to growth in Vietnam and Thailand. The Australian market grew modestly by 0.6
percent, with EV, plug-in hybrid vehicles (“PHEV”), and hybrid penetration increasing from 24 percent to 30
percent overall.
We sell a range of vehicles in the China and India & Asia Pacific segment, including small and compact cars,
premium mid-size cars, UVs and LCVs. In the China and India & Asia Pacific segment we also distribute
vehicles that are manufactured in the U.S. and Europe through our dealers and distributors.
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China and India & Asia Pacific Distribution
In the key markets in the China and India & Asia Pacific segment (China, Australia, India, Japan, South Korea
and AGD), Stellantis vehicles are sold through our 100 percent owned subsidiaries as well as general
distributors in some markets or in China through DPCA to local independent dealers. Dongfeng Peugeot Citroën
Automobile Sales Co (“DPCS”) markets the vehicles produced by DPCA under various license agreements in
China, and a 100 percent owned national sales company in China operates and manages the import vehicles’
sales in China (except Maserati). We operate through national sales companies in Australia, Japan, India,
Malaysia and South Korea. In AGD and Australia & New Zealand, we have agreements with general distributors.
China and India & Asia Pacific Dealer and Customer Financing
In China, we operate100 percent owned finance and lease companies, Stellantis Automotive Finance Co., Ltd
and Stellantis Leasing Services Co Ltd. These entities allow us to support our sales activities in China, offering to
our dealer networks and retail and commercial customers a full range of wholesale and retail financing, as well
as financial and operational leasing products. Cooperation agreements are also in place with third-party
financial institutions to provide dealer network and retail customer financing in India, South Korea, Australia and
Japan.
Maserati
The following table shows the distribution of Maserati sales by geographic regions and as a percentage of total
sales for each of the years ended December 31, 2025, 2024 and 2023:
2025 Sales | As a percentage of 2025 sales | 2024 Sales | As a percentage of 2024 sales | 2023 Sales | As a percentage of 2023 sales | |||||||
U.S./Mexico | 2,857 | 25.7% | 4,807 | 32.6% | 7,907 | 29.6% | ||||||
Europe top 4(1) | 3,126 | 28.1% | 3,733 | 25.4% | 6,035 | 22.6% | ||||||
China | 1,431 | 12.9% | 1,209 | 8.2% | 4,367 | 16.4% | ||||||
Japan | 755 | 6.8% | 1,102 | 7.5% | 1,729 | 6.5% | ||||||
Other countries | 2,958 | 26.6% | 3,874 | 26.3% | 6,651 | 24.9% | ||||||
Total | 11,127 | 100.0% | 14,725 | 100.0% | 26,689 | 100.0% |
(1) Italy, United Kingdom, Germany and Switzerland
China includes Hong Kong
U.S. includes Mexico and Puerto Rico
In 2025, a total of 11.1 thousand Maserati vehicles were sold, a decrease of 3.6 thousand units compared to
2024. This result is mainly influenced by lower Grecale volumes, reduced appetite for western OEM luxury
products in China, tariffs in U.S., reduction of product portfolio as three nameplates ended production at the end
of 2023 and early 2024, and the impact of inventory reduction initiatives.
In Europe, depending on the country, access to dealer and customer financing for Maserati vehicles are either
through joint ventures with BNPP PF or SCF. In China, our 100 percent owned captive finance companies,
Stellantis Automotive Finance Co. Ltd and Stellantis Leasing Services Co Ltd. provide dealer and retail financing
and financial and operational leasing products. In the U.S., JPMorgan Chase Bank is the main financial services
provider to retail customers, complemented also by SFS U.S. In other regions, we rely on local agreements with
financial services providers for financing to dealers and end customers.
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Cyclical Nature of the Business
As is typical in the automotive industry, Stellantis’ vehicle sales are highly sensitive to general economic
conditions, availability of low interest rate vehicle financing for dealers and retail customers and other external
factors, including fuel prices, and as a result could vary substantially from month to month and year to year.
Retail consumers tend to delay the purchase of a new vehicle when disposable income and consumer
confidence is low. Moreover, increases in inflation may lead to subsequent increases in the cost of borrowing
and availability of affordable credit for vehicle financing, which may further cause retail consumers to delay the
purchase of a new vehicle. In addition, Stellantis’ vehicle production volumes and related revenues could vary
from month to month, sometimes due to plant shutdowns, which could occur for several reasons including raw
material or component unavailability, production changes from one model year to the next and actions to
balance vehicle supply and demand fluctuations and also to adjust dealer stock levels appropriately. Plant
shutdowns, whether associated with model year changeovers or other factors such as temporary supplier
interruptions or work stoppages, could have a negative impact on Stellantis’ revenues and working capital as
Stellantis continues to pay suppliers under established terms while Stellantis would not receive proceeds from
vehicle sales. Refer to “Liquidity and Capital Resources—Liquidity Overview” included elsewhere in this report
for additional information.
Legal Proceedings
Takata Airbag Inflators
Putative class action lawsuits were filed in March 2018 against FCA US LLC (“FCA US”), a 100 percent owned
subsidiary of Stellantis, in the U.S. District Courts for the Southern District of Florida and the Eastern District of
Michigan, asserting claims under federal and state laws alleging economic loss due to Takata airbag inflators
installed in certain of our vehicles. The cases were subsequently consolidated in the Southern District of Florida.
In November 2022, the Court granted summary judgment in FCA US’s favor against all claimants except those in
Georgia and North Carolina. Plaintiffs were granted leave to file an amended complaint to add additional states
to the pending action. Plaintiffs’ appeal of the grant of summary judgment was dismissed by the Court for lack of
jurisdiction. In May 2024, the Court entered an order to allow FCA US’s renewed motions for summary judgment
to address the remaining amended claims.
In June 2023, the Court entered an order preliminarily granting class certification for the amended complaint. In
July 2023, the Court revisited its class certification order and further narrowed the classes based on a recent
Court of Appeals decision. FCA US’ appeal of the Court’s preliminary order was denied.
Emissions
We face class actions and individual claims alleging emissions non-compliance in several countries. Several
former FCA and PSA companies and Dutch dealers have been served with class actions in the Netherlands by
Dutch foundations seeking monetary damages and vehicle buybacks in connection with alleged emissions non-
compliance of certain vehicles equipped with diesel engines. We have also been notified of a potential class
action on behalf of Dutch consumers alleging emissions non-compliance of certain former FCA vehicles sold as
recreational vehicles, and are subject to a securities class action in the Netherlands, alleging misrepresentations
by FCA. Class actions alleging emissions non-compliance has also been filed and are on-going in Portugal
regarding former FCA vehicles, in the UK regarding former FCA and PSA vehicles, and in Israel regarding
former PSA vehicles. We are also defending approximately 1,500 pending individual consumer claims alleging
emissions non-compliance in Germany and approximately 70 individual consumer cases in Austria relating to
former FCA vehicles.
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General Motors
In November 2019, General Motors LLC and General Motors Company (collectively, “GM”) filed a lawsuit in the
U.S. District Court for the Eastern District of Michigan against FCA US, FCA N.V., now Stellantis N.V., and certain
individuals, claiming violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, unfair
competition and civil conspiracy in connection with allegations that FCA US made payments to The International
Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) officials that
corrupted the bargaining process with the UAW and as a result FCA US enjoyed unfair labor costs and
operational advantages that caused harm to GM. GM also claimed that FCA US had made concessions to the
UAW in collective bargaining that the UAW was then able to extract from GM through pattern bargaining which
increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and FCA
N.V. The court dismissed GM’s lawsuit with prejudice and the U.S. Court of Appeals for the Sixth Circuit
subsequently affirmed the dismissal of GM’s complaint. In April 2023, the U.S. Supreme Court declined to grant
review of the Sixth Circuit’s decision, which finally resolved the federal court case.
Following dismissal of its Federal court case, GM filed an action against FCA US and FCA N.V., now Stellantis
N.V., in Michigan state court, making substantially the same claims as it made in the federal litigation. In October
2021, the court granted Stellantis N.V. and FCA US’s motion for summary disposition. GM filed a motion for
reconsideration and in December 2021, the court granted GM’s motion, permitting GM to amend its complaint.
GM filed a second amended complaint in December 2021. In May 2022, the court denied FCA US’s motion for
summary disposition and permitted discovery to proceed against FCA US. In July 2022, the court granted
Stellantis N.V.’s motion for summary disposition, but in November 2022 the court granted GM’s motion for
reconsideration and permitted jurisdictional discovery to proceed against Stellantis N.V. The case is currently
stayed while the Michigan Court of Appeals considers certain trial court rulings regarding privilege.
2024 Financial Guidance
In August 2024, a putative securities class action complaint was filed in the U.S. District Court of the Southern
District of New York against Stellantis N.V. and certain of its former officers, alleging that the defendants made
material misstatements relating to the Company’s 2024 financial guidance. Plaintiffs filed an amended complaint
in March 2025 and a motion to dismiss was filed by Stellantis N.V. and the individual defendants in June 2025.
Government Inquiries
Emissions
We are subject to criminal and civil governmental investigations alleging emissions non-compliance in certain
European jurisdictions and we continue to cooperate with these investigations.
As part of the judicial investigation of several automakers in France, commencing in 2016 and 2017,
Automobiles Peugeot and Automobiles Citroën were placed under examination by the Judicial Court of Paris in
June 2021 on allegations of consumer fraud in connection with the sale of Euro 5 diesel vehicles in France
between 2009 and 2015. In July 2021, FCA Italy (now known as Stellantis Europe) was placed under
examination by the same court for possible consumer fraud in connection with the sale of Euro 6 diesel vehicles
in France between 2014 and 2017. As is typical in a French criminal inquiry, each of the companies were
required to pay bail for the potential payment of damages and fines and to ensure representation in court, and to
provide a guarantee for the potential compensation of losses. None of these amounts were, individually or in
aggregate, material to the Company. Civil parties have joined the case and may seek further compensation. The
29
Public Prosecutor has requested that the companies involved be referred to criminal court on consumer fraud
charges and a decision on whether to proceed is before the Investigating Judge.
In May 2023, the German authority, Kraftfahrt-Bundesamt (“KBA”) notified Stellantis of its investigation of certain
Opel Euro 5, Fiat Euro 5 and Euro 6 vehicles and its intent to require remedial measures based on the alleged
non-compliance of the diesel engines in certain of those vehicles. The KBA subsequently expanded its inquiry to
include Euro 5 and Euro 6 engines used in certain Alfa Romeo, FIAT and Jeep vehicles, as well as Suzuki
vehicles equipped with diesel engines supplied by FCA Italy and requested information relating to all Stellantis
vehicles that may make use of strategies similar to those allegedly used by the identified vehicles. Stellantis
Europe is cooperating with the KBA and the relevant homologation authority. In January 2024, the KBA advised
that the Opel vehicles, equipped with Euro 5 engines, are non-compliant. At the KBA’s request, during the first
half of 2024, Opel submitted a plan to bring the vehicles into compliance. In July 2024, Opel received a formal
decision of non-compliance from the KBA regarding its vehicles equipped with Euro 5 diesel engines. Although
we objected to this formal decision, we continue to cooperate with the KBA inquiries and, at this stage, we are
unable to reliably evaluate the likelihood that a loss will be incurred or estimate a range of possible loss. Given
the number of vehicles potentially involved, however, the cost of any recall, and the impact that any recall could
have on related private litigation, may be significant.
In December 2019, the Italian Ministry of Transport (“MIT”) notified FCA Italy of communications with the Dutch
Ministry of Infrastructure and Water Management (“I&W”) regarding certain irregularities allegedly found by the
RDW and the Dutch Center of Research TNO in the emission levels of certain Jeep Grand Cherokee Euro 5
models and a vehicle model of another OEM containing a Euro 6 diesel engine supplied by FCA Italy. In January
2020, the Dutch Parliament published a letter from the I&W summarizing the conclusions of the RDW regarding
those vehicles and engines and indicating an intention to order a recall and report their findings to the Public
Prosecutor, the European Commission (“EC”) and other member states. FCA engaged with the RDW to present
our positions and cooperate to reach an appropriate resolution of this matter. FCA Italy proposed certain
updates to the relevant vehicles that have been tested and approved by the RDW and are now being
implemented without further concerns being raised by RDW.
In July 2020, unannounced inspections took place at several of FCA’s sites in Germany, Italy and the UK at the
initiative of the Public Prosecutors of Frankfurt am Main and of Turin, as part of their investigations of potential
violations of diesel emissions regulations and consumer protection laws. In April 2022, former FCA companies
received an order to produce documents to the Public Prosecutors. In October 2022, inspections took place at
the Italian offices of FCA Italy and Maserati and at the German office of Maserati Deutschland. At the Public
Prosecutor of Turin’s request, the Italian proceedings were dismissed in September 2023 and October 2023. In
March 2025, the Public Prosecutor of Frankfurt am Main determined that Stellantis Europe and certain affiliated
subsidiaries had negligently breached supervisory duties and imposed a fine in an amount that is not material to
the Company. The decision did not involve a finding of intent or fraud and is now final.
In January 2024, the EC notified the MIT of the alleged non-compliance of Fiat Ducato Euro 5 and Euro 6
vehicles based on tests performed at the EC’s request. We have cooperated with the MIT in its substantive
responses to EC.
Stellantis entities, among other OEMs, have received questions from the Driver and Vehicle Standards Agency in
the UK (“DVSA”) regarding a market surveillance activity to assess vehicle emissions for compliance with
regulations and Court of Justice of the European Union rulings. Correspondence with DVSA has progressed
during 2025 and the timing of any final DVSA decision is uncertain at present. In October 2025, the French
Market Surveillance Authority (“SSMVM”) requested information about certain Stellantis diesel vehicles regarding
30
alleged possible NOx over-emissions and exhaustive technical explanations have been provided to the
authority.
Takata Airbag Recalls
We are subject to, and are cooperating with, criminal investigations and regulatory proceedings in several
European jurisdictions relating to the recall of Stellantis vehicles equipped with Takata airbags.
Environmental and Other Regulatory Matters
At Stellantis, we engineer, manufacture and sell our products and offer our services around the world, subject to
regulatory requirements applicable to our products that relate to vehicle emissions, fuel economy, emission
control software calibration and on-board diagnostics and vehicle safety, as well as those applicable to our
manufacturing facilities that relate to stack emissions, the management of waste, water and hazardous materials,
prohibitions on soil contamination, and worker health and safety. Our vehicles and their propulsion systems must
also comply with extensive regional, national and local laws and regulations, including those that regulate end-
of-life vehicles (“ELVs”) and the chemical content of our parts.
Compliance with the range of regulatory requirements affecting our facilities and products involves significant
costs and risks. We consistently monitor the relevant global regulatory requirements affecting our facilities and
products and adjust our operations and processes as we seek to remain in compliance although, in certain
exceptional circumstances, we may from time to time fail to meet a particular regulatory requirement. For a
discussion of the environmental and other regulatory-related risks we face, refer to “Risk Factors-Risks Related
to the Legal and Regulatory Environment in which We Operate.” included elsewhere in this report for additional
information.
Automotive Tailpipe Emissions
Numerous laws and regulations place limits on vehicle emissions, including standards on tailpipe exhaust
emissions and evaporative emissions. These standards govern a category of emissions called “criteria
emissions” that does not include greenhouse gases (“GHGs”). Related laws impose requirements on how
vehicle emission control systems are designed to ensure emissions are controlled in normal, real driving
conditions, as well as requirements to employ diagnostic software to identify and diagnose problems with
emission control components, which if undiagnosed could lead to higher emissions. This diagnostic software is
called an on-board diagnostic system (“OBD”).
Regulations also require manufacturers to conduct vehicle testing to demonstrate compliance with these
emissions limits for the useful life of a vehicle.
These requirements become more challenging each year and we expect these emissions and requirements will
continue to become even more stringent worldwide.
North America Region
The U.S. Environmental Protection Agency (“EPA”) has established federal Tier 4 emissions standards and
California Air Resources Board (“CARB”) has adopted Low Emission Vehicle (“LEV”) IV emission standards. EPA
and CARB both review manufacturers’ emission control software design as part of their emission certification
evaluation, whereas EPA has historically delegated the administration of OBD software requirements to CARB.
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In addition to its LEV IV emissions standards, CARB also adopted regulations requiring that a certain percentage
of cars and light-duty trucks sold in California qualify as zero emission vehicles (“ZEV”), such as electric
vehicles, hybrid electric vehicles or hydrogen fuel cell vehicles. Advanced Clean Cars II Regulations (“ACC II”)
requires that ZEV sales increase to 100 percent of new vehicle sales by the 2035 model year. Certain other
states adopted CARB’ light-duty ZEV standards. Similarly, Quebec has amended its light-duty regulations to
require that ZEV sales increase to 100 percent of new vehicle sales by the 2035 model year.
EPA and CARB also set heavy-duty vehicle criteria emissions standards. CARB’s Omnibus Low NOx regulation
was scheduled to take effect in 2024 model year and reflects a 75 percent reduction in NMOG+NOx from prior
levels, with a further reduction in 2027 model year. EPA’s Clean Trucks Program is scheduled to take effect in
2027 model year and is similar in stringency to CARB’s Omnibus Low NOx regulation.
Similar to its light-duty rule, CARB adopted regulations requiring medium- and heavy-duty vehicle manufacturers
to sell a specified percentage of ZEVs. The Advanced Clean Trucks (“ACT”) regulation has annually increasing
ZEV sales requirements for medium- and heavy-duty manufacturers which increase to 100 percent battery
electric or fuel cell electric vehicles in 2036 model year. In 2023, Stellantis, along with other industry members,
signed on to the Clean Trucks Partnership (“CTP”), which relates to the CARB Omnibus Low NOx and ACT
regulations.
In May 2025, the United States Senate joined the House of Representatives in adopting H.J. Res. 87, 88, 89
(119th Congress), which disapproved the Clean Air Act preemption waivers for the CARB ACC II regulations,
CARB Omnibus Low NOx regulations, and the ACT regulations and in June 2025, President Trump signed the
resolutions into law, thereby disapproving the CAA waivers and eliminating CARB’s ability to enforce the
underlying regulations. California is challenging the resolutions in the Northern District of California. In addition,
certain heavy-duty manufacturers are seeking relief from CARB enforcement of certain regulations and the CTP
in the Eastern District of California.
Enlarged Europe Region
In Europe, emissions are regulated by the EU and the United Nations Economic Commission for Europe. EU
Member States can provide tax incentives/contributions for the purchase of vehicles that are rated as ZEVs or for
vehicles that meet emission standards earlier than the compliance date. Vehicles must meet emission
requirements and receive specific approval from an appropriate Member State authority before they can be sold
in any EU member state, and these regulatory requirements include random testing of newly assembled
vehicles, in-service conformity testing and market surveillance testing of vehicles in the field for emission
compliance.
Euro 6 emission levels are currently in effect for all passenger cars and light commercial vehicles which required
additional technologies and increased the cost of engines compared to prior standards. These technologies
have put additional cost pressure on the already challenging European market for small and mid-size vehicles.
Further requirements of Euro 6 have been developed by the EU and are effective for all new passenger cars and
light commercial vehicles. In addition to the Worldwide Harmonized Light Vehicle Test Procedure (“WLTP”), real
driving emissions (“RDE”) test procedures assess the regulated emissions of light duty vehicles under real
driving conditions. Test requirements related to RDE, as well as requirements relating to On-board Fuel and/or
Energy Consumption Monitoring Device for Fuel Consumption Monitoring, are in effect for all new passenger
cars and light commercial vehicles.
32
A new Euro 7 regulation was published in May 2024 and some portions of the new regulation will apply
beginning in late 2026. The primary new requirements of the new Euro 7 regulation are the introduction of limits
for particles emitted by brakes and tire abrasion, as well as stringent battery durability requirements.
For a discussion of emissions-related inquiries from relevant governmental agencies in the EU, refer to Note 27,
Guarantees granted, commitments and contingent liabilities, within the Consolidated Financial Statements
included elsewhere in this report for additional information. Refer also to “Risk Factors-Risks Related to the Legal
and Regulatory Environment in which We Operate” included elsewhere in this report for additional information.
South America Region
Certain countries in South America follow U.S. procedures, standards and OBD requirements, while others follow
European procedures, standards and OBD requirements. In Brazil, vehicle emission standards are regulated by
the Ministry of the Environment. Under the current phase of regulations (PROCONVE L8), which went into effect
in January 2025 with new requirements, the Company has fleet target limits (U.S. BIN methodology) and RDE
compliance factors, increasing in stringency from 2025 to 2031. Argentina has implemented regulations that
mirror the EU Euro 5 standards. In Chile, Euro 6c became effective in late 2025.
China and India & Asia Pacific Region
China 6 standards have been applied nationwide beginning in January 2021 with China 6a thresholds and China
6b thresholds beginning in July 2023. China 6a and 6b have more stringent tailpipe emissions thresholds than
Euro 6, implement OBD requirements similar to U.S. OBD II and evaporative emission control requirements, and
add RDE and U.S. onboard refueling vapor recovery requirements. Beginning July 2023, a more stringent RDE
conformity factor was also implemented and emission durability mileage was extended to 200,000 kilometers. A
preliminary study on China 7 emissions has been initiated which, in addition to the regular emissions pollutants,
may add ammonia, brake wear particles and green house gas emissions to the regulations. China 7 may also
set corporate fleet average emissions requirements. OBD requirements are expected to accommodate BEVs,
including with the addition of remote OBD and traction battery durability requirements. China 7 is not expected
to be implemented until 2029.
South Korea has implemented regulations on all gasoline vehicles, including mild hybrid electric vehicles
(“MHEVs”) and PHEVs, that are similar to California’s LEV III regulations and, beginning in 2026, will implement
regulations that are similar to LEV IV regulations, while diesel vehicles are required to meet Euro 6 emissions
requirements. Japan has adopted the UN R154, which is WLTP without highway speeds and scenarios known
as the Extra High phase, for all vehicle models.
India has implemented nationwide Bharat Stage VI (“BSVI”) Emission norms (equivalent to Euro 6). Stage 2 of
BSVI norms with more stringent OBD limits, RDE and an in-use performance ratio came into effect in April 2023.
E20 reference fuel is used for BSVI and became mandatory from April 2025. Additionally, a draft government
notification proposed to change the emission test cycle from Modified Indian Driving Cycle to WLTP beginning in
April 2027.
Australia is mandating Euro 6d emissions standards, with implementation in December 2025 for new vehicle
models submitted for certification and an implementation date of July 1, 2028 for vehicle models that were
already certified under previous standards.
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Automotive Fuel Economy and Greenhouse Gas Emissions
North America Region
In the U.S., the National Highway Traffic Safety Administration (“NHTSA”) sets minimum corporate average fuel
economy (“CAFE") standards for fleets of new passenger cars and light-duty trucks sold in the U.S. CAFE
standards apply to all domestic and imported passenger car and light-duty truck fleets and currently target fuel
economy increases through model year 2031. Historically, the failure to meet NHTSA CAFE standards resulted in
the payment of civil penalties. However, recent legislation has effectively eliminated civil penalties for failing to
meet CAFE standards.
In the past the EPA has also promulgated a GHG rule for light-duty vehicles under the federal Clean Air Act, the
stringency of which increases year-over-year through model year 2031. However, in February 2026 the EPA
announced its decision to eliminate GHG standards for light-duty motor vehicles.
In March 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more
stringent, GHG emission standards for passenger vehicles and light duty trucks (the “California Waiver”). Prior to
the EPA’s withdrawal of the California Waiver, automotive OEMs were deemed to be compliant with California’s
GHG emissions standards if they were compliant with the EPA’s GHG standards. This “deemed to comply”
mechanism was removed from the California regulation prior to the reinstatement of the California Waiver. As
interpreted by CARB, the EPA’s reinstatement of the California Waiver together with the removal of the “deemed
to comply” mechanism means that automotive OEMs were retroactively subject to the separate California GHG
standards beginning with the model year 2021 fleet. To settle and resolve CARB’s regulation of automotive GHG
emission reductions for model years 2021-2026 and to obtain greater certainty regarding continuing automotive
GHG emission reduction and zero-emission vehicle requirements, Stellantis and CARB entered into a Settlement
Agreement that sets forth GHG fleet commitments for model years 2021-2026.
For heavy duty vehicles (>8,500 pound gross vehicle weight rating), the U.S. GHG and fuel consumption
standards are utility based (payload and towing) and are increasing in stringency through 2032 and 2035,
respectively. Heavy-duty vehicles which exceed 14,000 pounds gross vehicle weight rating also have GHG and
fuel consumption standards based on service class and usage with increasing stringency through 2032 for
GHG, and 2027 for fuel consumption. However, in February 2026 the EPA announced its decision to eliminate
GHG standards for all heavy-duty vehicles.
The Canadian market has adopted GHG standards derived from the U.S. government’s footprint-based structure
and generally align with its technology-adoption compliance approach.
Mexico adopted a fleet average target for CO2 per kilometer, using the U.S. government’s footprint-based
regulatory structure. Starting in model year 2025, the stringency of the annual target will increase annually and
will do so until model year 2027, when it will reach 85.0-116.7 grams of CO2 per kilometer.
Enlarged Europe Region
Each vehicle manufacturer must meet a specific registrations-weighted fleet average target for tailpipe CO2
emissions for units registered in the EU in the calendar year. From 2025, the European regulations set a base
fleet target of 93.6 grams of CO2 per kilometer for passenger cars (M1) and 153.9 grams of CO2 per kilometer
for light commercial vehicles - LCVs (N1), a 15 percent reduction from 2021 levels (for both passenger cars and
LCVs). European regulations includes further target reductions in CO2 the in following years. In 2030, a 55
percent reduction for passenger cars and a 50 percent reduction for LCVs are required from 2021 levels; and in
2035, a 100 percent reduction is required from 2021 levels (for both passenger cars and LCVs).
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Non-compliance with the fleet average targets will result in financial penalties to the manufacturer of €95 per CO2
gram over the target amount multiplied by the number of vehicles registered in the EU. In 2025, the European
Commission approved a measure to assess the CO2 compliance over a three-year period (2025 - 2027) for both
M1 and N1.
Other countries in Enlarged Europe region outside of the EU perimeter, such as the UK and Switzerland,
introduced specific regulations aimed to reduce vehicle CO2 emissions and fuel consumption. The UK
implemented a regulation beginning in 2024 with obligations for manufacturers to achieve a minimum
percentage of ZEVs increasing each year and reaching 100 percent in 2035, and specific targets on CO2 for
non-ZEV CO2 fleet. The UK CO2 regulation includes several flexibilities such as a credit banking/borrowing and a
trading system.
South America Region
In Brazil, the MOVER program, which follows the same concept as ROTA 2030, proposes to establish new
mandatory requirements for vehicle commercialization, including a new vehicle labeling program, commitments
to achieve new minimum level of energy efficiency, structural performance and driver assistance and a
commitment to achieve recyclability and recoverability rates.
The MOVER regulations for CO2 and fuel efficiency will start on October 1, 2026 and proposes to incorporate two
fleet categories split into: combined passenger cars and large SUV, and LCVs. Among other things, the rule
rewards the improvement of energy efficiency by adopting ethanol fuel and electric vehicle (“EV”) technologies
and provides credit flexibilities for technologies that provide benefits in conditions that are not seen on the
standardized government test cycles.
Although there is no current mandatory greenhouse gas requirement in Argentina, in 2022 the government
implemented a comparative labeling based on the European statements (NEDC cycle).
In Chile, the country’s first energy efficiency laws which include the vehicle sector, were published in 2021. The
regulations defining fuel economy technical rules and targets for light duty vehicles were published in 2022 and
implemented in 2024, while regulations defining rules and targets for medium-duty vehicles were published in
2024 and are expected to be implemented in 2028.
China and India & Asia Pacific Region
China has adopted WLTP for ICE vehicles and PHEVs and a unique Chinese test cycle is applied to BEVs. The
2021-2025 Phase V Corporate Average Fuel Consumption (“CAFC”) rules increase in stringency, reaching a
target of 4.6 liters per 100 kilometers by 2025. The 2026-2030 Phase VI CAFC regulation was released in 2025,
which will tighten up the CAFC target to 3.3 liters per 100 kilometers by 2030.
New Energy Vehicles (“NEVs”) consist of PHEVs, BEVs, and fuel cell vehicles, which generate positive NEV
credits, improve CAFC performance in the CAFC calculation, subject to meeting certain criteria. Currently, off-
cycle credit flexibilities in China are available in the areas of high efficiency air conditioning and regenerative
braking technologies, subject to meeting certain standards. China also formulated the electric consumption limit
regulation for BEVs in 2025, which is the first such requirement to be implemented globally.
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China’s Ministry of Industry and Information Technology have released administrative rules regarding CAFC and
NEV credits. Non-compliance with the CAFC target in these administrative rules can be offset through carry-
forward CAFC credits, transfer of CAFC credits within affiliates, the OEMs use of its own NEV credits, or the
purchase of NEV credits. Non-compliance with the NEV credit target can be offset either by the purchase of NEV
credits or the OEM’s own eligible carry-forward NEV credits. The homologation of new products that exceed
CAFC targets will be suspended for OEMs that are unable to offset CAFC and/or NEV deficits until the deficits
are offset.
India and certain other Asia Pacific markets have enacted fuel consumption and GHG targets. For example,
from April 2022, India began enforcing phase II CAFC targets (CO2 ~113gm/km @ 1082 kg) and there is a
proposal to enforce Phase III CAFC targets with WLTP beginning in April 2027, however, these CO2 targets have
not yet been finalized.
South Korea has implemented a Phase III of CAFE/CO2 standards with more stringent targets each year through
2030. Japan has implemented a fuel economy standard that switched from vehicle weight class average to
corporate average fuel economy.
Management of end-of-life products
Vehicles
In the EU, pursuant to the EU End-of-Life Vehicle Directive (2000/53/EC) (the “EU ELV Directive”), all OEMs are
required to set up a “take-back network” with approved treatment facilities that accept vehicles from their
owners when such vehicles have reached the end of their lives.
The EU is reviewing the EU ELV Directive and the EU RRR (reusability, recyclability and recoverability) directives
and a new ELV regulation is anticipated to be finalized in early 2026 and effective on staggered dates,
depending on the relevant provision. The new regulation aims to integrate the principles of eco-design and the
obligations of recycled materials in new vehicles, for better management of ELVs and better efficiency by
reducing illegal export of ELVs out of the EU, increasing the quantity and quality of recycled materials, and
defining a fair allocation of costs between stakeholders.
In France, in anticipation of the final EU regulation, the government published a new ELV Decree (2022/1495) in
November 2022 regulating “enlarged producer responsibility” and aims to reduce illegal activity, take charge of
abandoned ELVs, and offer a free service for collection of ELVs from the last owners residing in France and the
French overseas territories. Under the decree, each OEM must directly assume the collection and processing of
the ELVs under its brands, either through a collective non-profit system or an individual system of a particular
OEM, approved by the French authorities. In 2024, implementing rules defining the requirements for the eco-
organisms and individual systems were established. In July 2024, Stellantis obtained the agreement of the
French authorities to establish an “individual system” to manage all Stellantis ELVs.
In Brazil, the MOVER program is based on the European ELV regulations and aims to promote vehicle recycling
by establishing minimum requirements for vehicle recyclability, such as recycling and recovery rates, mandatory
identification of recyclable parts and dismantling manuals, and implementation of potential tax incentives for
exceeding the targets and removing ELVs for dismantling and recycling purposes.
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Vehicle Safety
North America Region
All new vehicles and vehicle equipment sold in the U.S. are governed by the National Traffic and Motor Vehicle
Safety Act of 1966 (the “NTMVS Act”), which requires that all new vehicles and equipment meet the Federal
Motor Vehicle Safety Standards (“FMVSS”) established by NHTSA. Costs continue to increase to meet the
FMVSS and other requirements from NHTSA and to meet the expectations of other public organizations and
trade associations, such as the New Car Assessment Programs (“NCAPs”) of various markets, the safety rating
program of the Insurance Institute for Highway Safety (“IIHS”) and voluntary commitments led by the Alliance for
Automobile Innovation. These new vehicle and equipment requirements and expectations include some that are
not globally harmonized. For example, NCAPs rate and compare vehicles to provide consumers with additional
information about new vehicle safety and may employ crash tests and other evaluations that differ from
applicable mandatory regulations. In the U.S., the NCAP uses a five-star rating system to indicate vehicle safety
levels.
The NTMVS Act also mandates that vehicle manufacturers address any defects related to vehicle safety through
safety recall campaigns. A manufacturer is obligated to recall vehicles if it is determined that vehicles fail to
meet a safety standard or contain a safety-related defect. The manufacturer must notify NHTSA and vehicle
owners and provide a remedy at no cost. The actual costs of such a safety recall campaign can be significant
and may result in reputational harm.
The regulatory requirements in Canada generally align with U.S. regulations, but the Canadian Motor Vehicle
Safety Act grants the Minister of Transport the power to mandate that manufacturers report defects or non-
compliance that it deems are a safety issue. A regulation implementing administrative monetary penalties
became effective in 2023.
New safety requirements applicable to vehicles sold in the U.S. include a requirement to add a seat belt
reminder system to the front seat (for the passenger) and to the rear seat(s). Vehicles manufactured on or after
September 1, 2026, must meet the front seat requirement, while the rear seat requirement applies to vehicles
built on or after September 1, 2027. NHTSA is reviewing a petition to postpone each deadline by one year.
Additional upcoming regulations also require new vehicles built on or after September 1, 2029 to be equipped
with automatic emergency braking systems. In the meantime, NHTSA has announced its intent to propose a two-
year extension of the compliance deadline, but no formal proposal has been issued.
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Enlarged Europe Region
Vehicles sold in Europe are subject to vehicle safety regulations and standards, primarily under the General
Safety Regulation (“GSR”), established by the EU and incorporates United Nations Economic Commission for
Europe (“UNECE”) regulations. In very limited cases, new vehicles sold in Europe may be subject to regulations
and standards established by individual member states. The EU has adopted rigorous requirements, especially
in the area of autonomous vehicle features, such as a driver availability monitoring system, automated lane
keeping systems, and systems to replace driver’s control. The GSR incorporates the United Nations vehicle
system approval regulations and includes compulsory introduction of various active and passive safety
requirements, including manufacturer’s certifications for cybersecurity features and related vehicle applications.
Mandatory software updates for registered vehicles are also anticipated in the EU, pending national
implementation by each Member State in accordance with registration rules. The current GSR includes
provisions on mandatory active safety features for newly registered vehicles, such as lane departure warning
systems, advanced driver distraction warning, intelligent speed assistance, and advanced emergency braking.
South America Region
Vehicles sold in the South America region are subject to different vehicle safety regulations according to each
country, generally based on UNECE standards.
Under the MOVER Program, Brazil has proposed to establish new mandatory fleet safety targets, including
structural performance and driver assistance technologies such as advanced emergency braking system and
lane departure warning system, with penalties for non-compliance.
China and India & Asia Pacific Region
In China, a mandatory comprehensive event data recorder regulation, which is more complex and expansive
than equivalent U.S. regulations, was implemented on new passenger vehicles beginning in 2022. More
stringent impact testing regulations, including all-new pedestrian protection and revisions for side and rear
impacts, will be implemented in the 2026-2028 timeframe. The mandatory eCall requirement will be introduced
starting in 2027 and new regulations on the Level 2 automated driver assist systems and the restriction of flush
door handles are expected to be released in 2026 and enforced in 2027. China will also implement traction
battery safety regulations for electric vehicles, which will be the most stringent requirements globally, beginning
in July 2026.
A rating system similar to the U.S. NCAPs, known as C-NCAP, employs a strict rating structure to reduce the
number of five-star rated vehicle models. Moreover, the China Insurance Auto Safety Index, similar to IIHS,
enforces stringent standards for passenger and pedestrian protection and technologies directed at driver
assistance. Compliance with these systems and standards introduce additional obligations for safety testing and
added mandated safety features.
Industrial Environmental Control
Our operations are subject to a wide range of environmental protection laws including those laws regulating air
emissions, water discharges, waste management and related environmental effects and environmental clean-up.
Certain environmental statutes require that responsible parties fund remediation actions regardless of fault,
legality of original disposal, or ownership of a disposal site. Under certain circumstances, these laws impose
liability for related damages to natural resources.
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To comply with these requirements, Stellantis utilizes environmental management system (“EMS”) on its
operations, which are designed to ensure compliance with applicable regulatory requirements and reduce the
environmental impact of our manufacturing activities. This program operationalizes our commitment to
responsible environmental management of our manufacturing methods and processes. We have established a
corporate requirement that all of our manufacturing facilities become certified under the EMS requirements set
forth in the ISO 14001 standard (ISO is an international standard-setting organization). As of December 31,
2025, the majority of Stellantis manufacturing plants had an ISO 14001 certified EMS in place.
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Financial Overview
Management's Discussion and Analysis of the Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the
information included under “Stellantis Overview” and the Consolidated Financial Statements included elsewhere
in this report. This discussion includes forward-looking statements and involves numerous risks and
uncertainties relating to Stellantis, including, but not limited to, those described under “Cautionary Statements
Concerning Forward Looking Statements” and “Risk Factors”. Actual results may differ materially from those
contained in any forward looking statements.
For a discussion of 2024 results compared to 2023 results, see “FINANCIAL OVERVIEW - Management's
Discussion and Analysis of the Financial Condition and Results of Operations” included in our 2024 Annual
Report and Form 20-F, as filed with the SEC on February 27, 2025, which specific discussion is incorporated
herein by reference.
Trends, Uncertainties and Opportunities
The trends, uncertainties and opportunities facing Stellantis are summarized below:
Shipments and Dealer Inventories. Vehicle shipments are generally driven by expectations of consumer
demand for vehicles, which is affected by economic conditions, competition from other OEMs, the appeal of our
vehicle portfolio, the availability and cost of dealer and customer financing, and incentives offered to retail
customers. In the short and medium term, shipments are also affected by the level of inventories held by
dealers. When dealer-owned inventories are unusually high, dealers typically decrease their orders for new
vehicle shipments. For example, a significant build-up in dealer inventories, particularly in the U.S., adversely
affected our shipments in 2024. Although U.S. dealer inventory levels normalized in December 2024, increased
dealer-owned inventories impacted our vehicle pricing and profitability in 2024. U.S. dealer inventories remained
normalized in 2025, and supported the improvement of shipments in North America compared to 2024.
As discussed in more detail under “Product Development and Technology” below, a key driver of consumer
demand for our vehicles and, consequently, our level of vehicle shipments, is the continued refresh, renewal and
evolution of our vehicle portfolio. In 2026, shipments in North America are expected to be impacted by the
introduction of the all-new 2026 Jeep Cherokee and internal combustion variants of the Dodge Charger, as well
as incremental shipments of the recently re-introduced 5.7-liter HEMI V-8 version of the Ram 1500.
Tariffs and Trade Policy. There has been a recent and significant increase in tariffs and duties between the
U.S. and its trading partners, including China, Canada, Mexico and the European Union. The scope and
magnitude of these tariffs going forward are likely to have a materially negative impact on our profitability,
particularly in North America. For example, the applicability and magnitude of tariffs on the all-new 2026 Jeep
Cherokee, which began production at our assembly plant in Toluca, Mexico in late 2025, is expected to have a
significant negative impact on its profitability. Tariffs or duties implemented between the U.S. and its trading
partners or among other major economies may also result in increased productions costs, higher consumer
prices and reduced consumer demand for our products, which may impact their shipment volumes and
profitability. In addition, the availability of components and raw materials may be adversely affected. The future
impact of changes in trade policies is uncertain and difficult to predict, which could also impede our ability to
plan production decisions and introductions of new vehicles to our vehicle portfolio. Refer to “Production Costs”
below for a further discussion of import duties.
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Electrification. The impact of the transition to electrification on our results will continue to be complex and
difficult to predict. We have recently undertaken a comprehensive reassessment of our electrification strategy
and while electrification remains a core component of our product plan, our approach has shifted toward a more
demand‑led and regionally differentiated transition, emphasizing flexibility across powertrains, including BEV,
hybrid, REEV and ICE.
As a result of our reassessment, we recognized significant charges in 2025 related to the realignment of our
product plans and electrification roadmap, including the cancellation of certain EV programs that were not
expected to achieve profitable scale under revised assumptions, as well as impairments of certain vehicle
platforms and actions to resize our EV supply chain, including battery manufacturing capacity.
The timeline of our transition to electrification, and the duration and magnitude of its positive and negative effects
on our margins and results of operations remain highly uncertain. Refer to “Vehicle Profitability” below for a
discussion of margins on the sale of non-ICE vehicles. Refer also to “Risk Factors—Our future performance
depends on our ability to accurately predict market demand for electrified vehicles” included elsewhere in this
report for additional information.
Regulation. We are subject to a complex set of regulatory regimes throughout the world in which vehicle safety,
emissions and fuel economy regulations have become increasingly stringent and the related enforcement
regimes increasingly active in certain markets, including the EU, while other markets have begun loosening
emissions and fuel economy regulations and have announced proposals to reduce vehicle safety requirements.
For example, in 2025 the U.S. eliminated CAFE fines with the enactment of the One Big Beautiful Bill Act
(“OBBB”) and in 2026 the EPA announced the elimination of GHG standards for light-, medium- and heavy-duty
motor vehicles.
Changing government policies and policy divergence among our key markets may negatively impact the return
on investments we have made, impair the value of related assets, and may make it more difficult to plan future
investments. These developments may affect our vehicle sales as well as our profitability and reputation. We are
subject to applicable national and local regulations with which we must comply in order to continue operations in
every market, including a number of markets in which we derive substantial revenue. Planning, developing,
engineering and manufacturing vehicles that meet these requirements and therefore may be sold in those
markets requires significant management time and financial resources. These investments reflect industry-wide
compliance requirements and are expected to support ongoing operations within the evolving regulatory
framework.
Product Development and Technology. A key driver of consumer demand, and therefore our performance, is
the continued refresh, renewal and evolution of our vehicle portfolio, and we have committed significant capital
and resources toward the introduction of new vehicle platforms and new software technologies. In order to
realize a return on the significant investments we have made and intend to make, and to achieve competitive
operating margins, we will have to continue significant investment in new vehicle launches.
The research and development expenses presented in the financial information in this report include the cost of
scientific and technical activities, intellectual property rights, and the education and training necessary for the
development, production or implementation of new or substantially improved materials, methods, products,
processes, systems or services. Development expenditures are recognized as an intangible asset if we can
demonstrate (i) our intention to complete the intangible asset as well as the availability of technical, financial and
other resources for this purpose; (ii) that it is probable that the future economic benefits attributable to the
development expenditure will flow to the entity; and (iii) that the cost of the asset can be reliably measured.
Capitalized development expenditures includes related borrowing costs.
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Future developments in our product portfolio could lead to significant capitalization of development assets and
thereafter amortization of such assets. Our time to market has historically been approximately 24 months, but
varies depending on the specific product, from the date the design is signed-off for tooling and production, after
which the product goes into production, resulting in an increase in amortization. Therefore, our operating results
are impacted by the cyclicality of our research and development expenditures based on our product plans and
our ability to bring projects timely into production.
In order to meet expected changes in consumer demand, regulatory requirements and tariff and trade policy,
and in consideration of the environmental, economic and social impacts of the Company’s activities, we intend
to continue to invest significant resources in product development and research and development. In addition,
we expect to continue to invest in software-based technologies including autonomous driving developments.
While we seek to optimize our research and development investments, we acknowledge that we are currently in
a cycle of significantly higher investments, which is expected to lead to higher amortization charges once the
subject assets start production. The recovery of and return on capitalized investments depend on future factors
such as customer preference, competition, pricing and other market and regulatory developments, and if such
future factors are adverse they may lead to write-offs and lower profits.
Vehicle Profitability. Our results of operations reflect the profitability of the vehicles we sell, which tends to vary
based upon a number of factors, including vehicle size and model, the content of those vehicles, brand
positioning, and the mix of electric, hybrid and ICE. Vehicle profitability also depends on sales prices to dealers
and fleet customers, net of sales incentives, costs of materials and components, as well as transportation and
warranty costs, as well as tariff and trade policy.
Our larger vehicles, such as UVs and pickup trucks, have historically been more profitable on a per vehicle
basis than smaller vehicles. Consumer preferences for certain larger vehicles, such as SUVs, are high,
particularly in the U.S., however, there is no guarantee this trend will continue and there is evidence that U.S.
consumer demand may be shifting toward midsize vehicles in response to increases in fuel prices, inflation and
interest rates.
In addition, against a backdrop of significant technological development, changing consumer patterns and new
competitive forces, the cost of complying with tightening regulatory requirements could negatively impact our
profitability. Vehicle models that are equipped with BEV or hybrid propulsion systems tend to have lower
margins than ICE vehicles, with the significant costs of batteries largely accounting for this differential.
Government incentives for BEV or hybrid vehicles can have the effect of supporting pricing and mitigating such
margin differential but the level of incentives depends on political support and can vary over time. In the U.S.,
most such incentives were phased out in 2025. We expect that in the near term the profitability of BEV or hybrid
vehicles will continue to lag behind ICE vehicles.
Recently introduced ICE models are generally more profitable than older models, and vehicles equipped with
additional options are generally more profitable than those with fewer options. As a result, our ability to offer
attractive vehicle options and upgrades is critical to our ability to increase our profitability on these vehicles.
In addition, in the U.S. and Europe, our vehicle sales to dealers for sale to their retail consumers are normally
more profitable than our fleet sales, in part because the retail consumers are more likely to prefer additional
optional features while fleet customers increasingly tend to concentrate purchases on smaller vehicles with
fewer optional features, which have historically had a lower profitability per unit.
Vehicles sold under certain brand and model names are generally more profitable when there is strong brand
recognition of those vehicles.
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Pricing. The automotive industry has historically experienced intense price competition resulting from the variety
of available competitive vehicles and excess global manufacturing capacity. Manufacturers have typically
promoted products by offering dealer, retail and fleet incentives, including cash rebates, option package
discounts, and subsidized financing or leasing programs, leading to increased price pressure and sharpened
competition within the industry. We plan to continue to use such incentives, as needed, to price vehicles
competitively and to manage demand and support inventory management profitability. In addition, in order to
address an actual or perceived affordability issue in our product portfolio, we are launching several new models
at lower price points. This may adversely affect mix in future periods.
Our ability to maintain or increase pricing has impacted, and will continue to impact, our results of operations
and profitability. In 2024, relatively high retail pricing, together with a gap in our product portfolio refreshment,
contributed to an unusually high level of dealer-owned inventories particularly in the U.S. To address these
inventory levels we repositioned our pricing relative to peers and implemented incentives which had an adverse
impact on our net pricing. In 2025, net pricing declined in North America, Enlarged Europe and South America
and improved in Middle East & Africa.
Financing. Given that a large percentage of the vehicles we sell to dealers and retail customers worldwide are
financed, the availability and cost of financing is a significant factor affecting our vehicle shipment volumes and
Net revenues. Availability of customer financing could affect the vehicle mix, as customers who have access to
greater financing are able to purchase higher priced vehicles, whereas when customer financing is constrained,
vehicle mix could shift towards less expensive vehicles. More expensive vehicle financing may also make our
vehicles less affordable to retail consumers or steer consumers to less expensive vehicles that would be less
profitable for us.
Although several central banks began to lower interest rates in 2024 and 2025 following increases in prior years,
inflation and inflation expectations remain uncertain and the cost of consumer credit in the medium term is
unclear.
Production Costs. Production costs include purchases (including costs related to the purchase of components
and raw materials), labor costs, depreciation, amortization, logistic and product warranty and recall campaign
costs. We purchase a variety of components, raw materials, supplies, utilities, logistics and other services from
numerous suppliers. Fluctuations in production costs are primarily related to the number of vehicles we produce
and sell along with shifts in vehicle mix, as newer models of vehicles generally have more technologically
advanced components and enhancements and therefore higher costs per unit.
Production costs may also be affected by significant fluctuations in raw material prices. As recently as 2022, we
experienced a strong surge in raw material costs, which adversely affected our results in that period. To the
extent our raw material costs increase in the future and we are unable to mitigate the effects of such increases,
our profitability could be impacted.
We typically seek to manage production costs and minimize their volatility by using fixed price purchase
contracts, commercial negotiations and technical efficiencies. Despite our efforts, our production costs related
to raw materials and components may increase as a result of tariffs. Refer to “Tariffs and Trade Policies” above
for a further discussion. Uncertainty related to tariffs and trade policy in our larger markets including the U.S., the
European Union and China may also make it more difficult to predict our raw material and components costs.
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In addition, we seek to recover higher costs through pricing actions, but even when market conditions permit
this, there may be a time lag between the increase in our costs and our ability to realize improved pricing.
Accordingly, our results are typically adversely affected, at least in the short term, until price increases are
accepted in the market.
Further, in many markets where our vehicles are sold, we are required to pay import duties on those vehicles,
which are included in production costs. We reflect these costs in the price charged to our customers to the
extent market conditions permit. However, for many of our vehicles, particularly in the mass-market vehicle
segments, we cannot always pass along increases in those duties to our dealers and distributors and remain
competitive. Our ability to price our vehicles to recover those increased costs has affected, and will continue to
affect, our profitability.
Labor cost is also a meaningful portion of our production costs. Consistent with recent broader inflationary
trends, the terms of collective bargaining agreements that we entered into in 2023, including with the UAW in the
U.S. and Unifor in Canada, involved significant increases in wages and other costs. Our collective bargaining
agreements with the UAW and Unifor expire in 2028 and 2026, respectively.
Effects of Foreign Exchange Rates. We are affected by fluctuations in foreign exchange rates (i) through
translation of foreign currency financial statements into Euro for consolidation, which we refer to as the
translation impact, and (ii) through transactions by our subsidiaries in currencies other than their own functional
currencies, which we refer to as the transaction impact. Given our presence in numerous countries outside the
Eurozone, a strengthening of foreign currencies (in particular of the U.S. Dollar, given the size of our U.S.
operations) against the Euro generally would have a positive effect on our financial results, which are reported in
Euro, and on our operations in relation to sales in those countries of vehicles and components produced in
Europe. For example, in 2025 unfavorable foreign currency translation negatively impacted our Net revenues by
approximately €5.9 billion, primarily driven by weakening of the U.S. Dollar, Turkish Lira, Canadian Dollar and
Brazilian Real against the Euro.
Additionally, a significant portion of our operating cash flow has historically been generated in U.S. Dollars and,
although a portion of our debt is denominated in U.S. Dollars, the majority of our indebtedness is denominated in
Euro. Given the mix of our debt and liquidity, strengthening of the U.S. Dollar against the Euro generally provides
a positive impact on our net cash position and weakening of the U.S. Dollar against the Euro may have a
correspondingly negative impact on our financial results and net cash position. In order to reduce the impacts of
foreign exchange rates, we have historically hedged a percentage of certain exposures. Refer to Note 32,
Qualitative and quantitative information on financial risks within the Consolidated Financial Statements included
elsewhere in this report for additional information.
44
Shipment Information
As discussed in Stellantis Overview—Overview of Our Business, our activities were carried out through six
reportable segments: five regional reportable vehicle segments, North America, Enlarged Europe, Middle East &
Africa, South America and China and India & Asia Pacific, and the Maserati global luxury brand segment.
Consolidated shipments includes vehicles distributed by our consolidated subsidiaries. This includes the
vehicles produced by our joint ventures and associates (including Leapmotor) which are distributed by our
consolidated subsidiaries. In addition to the volumes included in Consolidated shipments, Combined shipments
also includes the vehicles distributed by our joint ventures (such as Tofas). The following table sets forth vehicle
shipment information by segment. Vehicle shipments are generally aligned with current period production, which
is driven by plans to meet consumer demand. Revenue is recognized when control of our vehicles, services or
parts has been transferred and the Company’s performance obligations to customers has been satisfied. The
Company has determined that our customers from the sale of vehicles and service parts are generally dealers,
distributors, fleet customers or directly to retail customers. Transfer of control, and therefore revenue recognition,
generally corresponds to the date when the vehicles or service parts were made available to the customer, or
when the vehicles or service parts were released to the carrier responsible for transporting them to the
customer. New vehicle sold with residual value guarantees provided by the Company are recognized as
revenue when control of the vehicle is transferred to the customer, except in situations where the Company
issued a put option for which there is a significant economic incentive to exercise, in which case the contract is
accounted for as an operating lease.
Refer to Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this
report for further details on our revenue recognition policy.
For a description of our dealers and distributors, refer to “Stellantis Overview—Sales Overview” included
elsewhere in this report for additional information. Accordingly, the number of vehicles sold does not necessarily
correspond to the number of vehicles shipped for which revenues were recorded in any given period.
Years ended December 31, | ||||
(thousands of units) | 2025 | 2024 | ||
North America | 1,472 | 1,432 | ||
Enlarged Europe | 2,490 | 2,576 | ||
Middle East & Africa | 453 | 423 | ||
South America | 1,000 | 912 | ||
China and India & Asia Pacific | 61 | 61 | ||
Maserati | 8 | 11 | ||
Total Consolidated shipments | 5,484 | 5,415 | ||
Joint venture shipments | 89 | 111 | ||
Total Combined shipments | 5,573 | 5,526 | ||
For discussion of shipments for North America, Enlarged Europe, Middle East & Africa, South America, and
China and India & Asia Pacific and Maserati for 2025 as compared to 2024, refer to “Results of Operations -
Results by Segment” included elsewhere in this report for additional information.
45
Non-GAAP Financial Measures
We monitor our operations through the use of several non-generally accepted accounting principles (“non-
GAAP”) financial measures: Adjusted operating income, Adjusted operating income margin, Industrial free cash
flows, and Industrial net financial position. We believe that these non-GAAP financial measures provide useful
and relevant information regarding our operating results and enhance the overall ability to assess our financial
performance and financial position. They provide us with comparable measures which facilitate management’s
ability to identify operational trends, as well as make decisions regarding future spending, resource allocations
and other operational decisions. We also present the non-GAAP measure, Adjusted diluted EPS which is not
used to monitor our operations but which we believe provides investors with a more meaningful comparison of
the Company’s ongoing quality of earnings. These and similar measures are widely used in the industry in which
we operate, however, these financial measures may not be comparable to other similarly titled measures of other
companies and are not intended to be substitutes for measures of financial performance as prepared in
accordance with IFRS as issued by the IASB, as well as IFRS as adopted by the European Union.
Adjusted operating income/(loss): Adjusted operating income/(loss) excludes from Net profit/(loss) from
continuing operations adjustments comprising restructuring and other termination costs, impairments, asset
write-offs, disposals of investments and unusual operating income/(expense) that are considered rare or
discrete events and are infrequent in nature, as inclusion of such items is not considered to be indicative of the
Company's ongoing operating performance, and also excludes Net financial expenses/(income) and Tax
expense/(benefit).
Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or
discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's
ongoing operating performance. Unusual operating income/(expense) includes, but may not be limited to:
•Impacts from strategic decisions to rationalize Stellantis’ core operations;
•Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to
market demand; and
•Convergence and integration costs directly related to significant acquisitions or mergers.
Adjusted operating income/(loss) is used for internal reporting to assess performance and as part of the
Company's forecasting, budgeting and decision making processes as it provides additional transparency to the
Company's core operations. We believe this non-GAAP measure is useful because it excludes items that we do
not believe are indicative of the Company’s ongoing operating performance and allows management to view
operating trends, perform analytical comparisons and benchmark performance between periods and among our
segments. We also believe that Adjusted operating income/(loss) is useful for analysts and investors to
understand how management assesses the Company’s ongoing operating performance on a consistent basis.
In addition, Adjusted operating income/(loss) is one of the metrics used in the determination of the annual
performance bonus for eligible employees, including members of the Senior Management. Refer to “Corporate
Governance - Senior Management” included elsewhere in this report for additional information.
Refer to the sections “Company Results” and “Results by Segment” included elsewhere in this report for
additional information and for a reconciliation of this non-GAAP measure to Net profit/(loss) from continuing
operations, which is the most directly comparable measure included in our Consolidated Income Statement.
Adjusted operating income/(loss) should not be considered as a substitute for Net profit/(loss) from continuing
operations, cash flow or other methods of analyzing our results as reported under IFRS.
46
Adjusted operating income/(loss) margin: is calculated as Adjusted operating income/(loss) divided by Net
revenues.
Adjusted diluted EPS: is calculated by adjusting Diluted earnings per share for the post-tax impact per share of
the same items excluded from Adjusted operating income as well as tax expense/(benefit) items that are
considered rare or infrequent, or whose nature would distort the presentation of the ongoing tax charge of the
Company. We believe this non-GAAP measure is useful because it also excludes items that we do not believe
are indicative of the Company’s ongoing operating performance and provides investors with a more meaningful
comparison of the Company’s ongoing quality of earnings. Refer to “Results of Operations - Company Results”
included elsewhere in this report for a reconciliation of this non-GAAP measure to Diluted earnings per share
from operations, which is the most directly comparable measure included in our Consolidated Financial
Statements. Adjusted diluted EPS should not be considered as a substitute for Basic earnings per share, Diluted
earnings per share from operations or other methods of analyzing our quality of earnings as reported under
IFRS.
Industrial free cash flows: is our key cash flow metric and is calculated as Cash flows from operating activities
less: (i) cash flows from operating activities from discontinued operations; (ii) cash flows from operating activities
related to financial services, net of eliminations; (iii) investments in property, plant and equipment and intangible
assets for industrial activities and (iv) contributions of equity to joint ventures and minor acquisitions of
consolidated subsidiaries and equity method and other investments; and adjusted for: (i) net intercompany
payments between continuing operations and discontinued operations; (ii) proceeds from disposal of assets and
(iii) contributions to defined benefit pension plans, net of tax. The timing of Industrial free cash flows may be
affected by the timing of monetization of receivables, factoring and the payment of accounts payables, as well
as changes in other components of working capital, which can vary from period to period due to, among other
things, cash management initiatives and other factors, some of which may be outside of the Company’s control.
In addition, Industrial free cash flows is one of the metrics used in the determination of the annual performance
bonus for eligible employees, including members of the Senior Management. We believe that this measure is
useful for investors to facilitate their review and evaluation of the cash generation of our industrial operations, net
of investing needs.
Refer to “Liquidity and Capital Resources —Industrial free cash flows” included elsewhere in this report for
additional information and the reconciliation of this non-GAAP measure to Cash flows from operating activities,
which is the most directly comparable measure included in our Consolidated Statement of Cash Flows. Industrial
free cash flows should not be considered as a substitute for Net profit/(loss) from continuing operations, cash
flow or other methods of analyzing our results as reported under IFRS.
Industrial net financial position is calculated as: Debt plus derivative financial liabilities related to industrial
activities less (i) cash and cash equivalents; (ii) financial securities that are considered liquid; (iii) current
financial receivables from the Company or its jointly controlled financial services entities and (iv) derivative
financial assets and collateral deposits. Therefore, debt, cash and cash equivalents and other financial assets/
liabilities pertaining to Stellantis’ financial services entities are excluded from the computation of the Industrial
net financial position. Industrial net financial position includes the Industrial net financial position classified as
held for sale. We believe it is useful for investors to report the Industrial net financial position to assist in
comparability with the industrial operations of our peers. Refer to “ Liquidity and Capital Resources —Industrial
net financial position” for included elsewhere in this report for additional information.
47
Results of Operations
Strategic plan undergoing reassessment
In 2022, Stellantis introduced its Dare Forward strategic plan, establishing long-term electrification targets of 100
percent EV sales in Europe and 50 percent in the United States by 2030. Over the subsequent years, the
Company focused on expansion of its electric vehicle capabilities while continuing to offer a broad range of
hybrid and internal combustion engine solutions to meet diverse customer needs.
Following the leadership transition in mid-2025, newly appointed executive leadership initiated and is overseeing
a comprehensive reassessment of the Company’s long-term strategy, including its climate transition roadmap.
This reassessment forms part of a broader reset of the business and is being conducted in preparation for the
communication of a new strategic plan. This review encompasses major programs and product plans with the
objective of realigning the Company’s strategy, portfolio and investment priorities with real-world customer
preferences, market demand and evolving regulatory frameworks, while also addressing the effects of prior
operational and execution challenges, targeting to re-establish the conditions for sustainable, profitable growth.
The strategic reassessment reflects a revised view on the expected pace of the energy transition in certain
markets, informed by customer purchasing behavior, affordability considerations, infrastructure readiness and
incentive frameworks. While the Company remains committed to the development of electrified powertrains,
including BEVs, the review emphasizes a demand-led approach to adoption and the importance of maintaining
flexibility across powertrain technologies.
Separately, the Company experienced commercial and operational headwinds in its key European and U.S.
markets during 2024 and the first half of 2025, including quality related challenges associated with new
platforms and powertrains and broader inflationary cost pressures. These factors further reinforced the need for
the strategic reassessment undertaken by the new executive leadership.
The updated strategy will be communicated at the Investor Day in May 2026.
As a result of the strategic reassessment and business reset led by the new management team, the Company
recognized significant charges during the year ended December 31, 2025. These charges primarily relate to
impairments of vehicle platforms, product plan realignments and associated costs, costs related to resizing of
the EV supply chain, and the discontinuation of the hydrogen fuel cell development program. These items reflect
the cost of aligning the Company’s product plans, manufacturing footprint and investment profile with revised
strategic priorities and market demand. The nature and financial impact of these charges, which were all
excluded from Adjusted Operating Income (“AOI”), are detailed below.
2025 | Cost of Revenues | Research and development costs | Gains/ (losses) on disposal of investments | Share of the profit/(loss) of equity method investees | Total | |||||
(€ million) | ||||||||||
Platform impairments | 2,730 | 3,853 | — | — | 6,583 | |||||
Costs related to product plan realignments and program cancellations | 6,989 | 2,083 | — | — | 9,072 | |||||
Battery JVs | — | — | 1,571 | 483 | 2,054 | |||||
Hydrogen fuel cell program discontinuation | 338 | 286 | — | 470 | 1,094 | |||||
Total | 10,057 | 6,222 | 1,571 | 953 | 18,803 |
48
Platform impairments
As part of the strategic reassessment, the Company revised its volume and profitability projections, including the
cancellation of certain vehicle programs. As a result, indicators of impairment were identified for several vehicle
platform cash generating units (“CGUs”), and impairment tests were performed. Refer to Note 2, Basis of
preparation - Material accounting policies - Impairment of long-lived assets, within the Consolidated Financial
Statements included elsewhere in this report for additional information.
Based on the results of these impairment tests, for the year ended December 31, 2025, the Company
recognized total impairment charges of €6.6 billion, comprising:
•€2.7 billion recognized within Cost of revenues, relating to property, plant and equipment, primarily tooling;
and
•€3.9 billion recognized within Research and development costs, primarily relating to the write off of capitalized
development expenditures.
The impairment charges were recognized in North America (€5.7 billion), Maserati (€0.6 billion) and Enlarged
Europe (€0.3 billion).
Costs related to product plan realignments and program cancellations
As part of the strategic reassessment, the Company cancelled certain future products that were not expected to
achieve profitable scale, including the previously planned Ram 1500 BEV, reflecting alignment with customer
demand and changes in the U.S. regulatory framework.
As a result, the Company recognized asset write offs and other costs related to product plan realignments and
program cancellations.
For the year ended December 31, 2025, product plan realignments and program cancellations resulted in total
charges of €9.1 billion, comprising:
•€7.0 billion recognized within Cost of revenues; and
•€2.1 billion recognized within Research and development costs
These charges were recognized in North America (€6.5 billion), Enlarged Europe (€2.2 billion) and South
America (€0.3 billion).
EV supply chain
During the year ended December 31, 2025, the Company recognized charges of €2.1 billion in connection with
actions taken to rationalize battery manufacturing capacity, comprising the following:
•€1.6 billion recognized within Gains/(losses) on disposal of investments, relating to the decision to exit the
Company’s battery joint venture with LG Energy Solution, NextStar Energy Inc. (“NextStar”). As a result, the
investment was classified as held for sale and remeasured to fair value less costs to sell, resulting in a full write
down of the investment (€0.9 billion). In addition, a €0.7 billion liability was accrued in respect of obligations
arising from the exit of the joint venture. These charges were recognized within North America; and
49
•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full impairment of
the Company’s investment in the Automotive Cells Company SE (“ACC”) battery joint venture and the
impairment of the majority of the shareholder loans provided by the Company to ACC. These charges were
recognized within Enlarged Europe. The full impairment of ACC is due to the revised view of the pace of
energy transition in Enlarged Europe.
Hydrogen fuel cell program discontinuation
During the year ended December 31, 2025, the Company concluded that, due to the limited availability of
hydrogen refueling infrastructure, high capital requirements and the need for stronger consumer purchasing
incentives, the adoption of hydrogen powered light commercial vehicles is not expected before the end of the
decade. Accordingly, in July 2025, the Company announced the decision to discontinue its hydrogen fuel cell
technology development program.
As a result of this decision, the Company recognized total charges of €1.1 billion, comprising:
•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full write down of
the investment in Symbio, a joint venture focused on hydrogen fuel cell technology, and the impairment of
loans granted to the joint venture;
•€0.3 billion recognized within Cost of revenues, relating to the write off of fuel cell related property, plant and
equipment, inventory write downs and other related costs; and
•€0.3 billion recognized within Research and development costs, primarily relating to the write off of fuel cell
related capitalized development expenditures.
These charges were recognized within Enlarged Europe.
50
Company Results – 2025 compared to 2024
The following is a discussion of the Company’s results of operations for the year ended December 31, 2025 as
compared to the year ended December 31, 2024.
Years ended December 31, | ||||
(€ million) | 2025 | 2024 | ||
Net revenues | 153,508 | 156,878 | ||
Cost of revenues | 155,627 | 136,360 | ||
Selling, general and other costs | 8,967 | 9,299 | ||
Research and development costs | 11,145 | 5,784 | ||
Gains/(losses) on disposal of investments | (1,839) | (98) | ||
Restructuring costs | 913 | 1,617 | ||
Share of the profit/(loss) of equity method investees | (1,271) | (33) | ||
Operating income/(loss) | (26,254) | 3,687 | ||
Net financial expenses/(income) | 351 | (345) | ||
Profit/(loss) before taxes | (26,605) | 4,032 | ||
Tax expense/(benefit) | (4,273) | (1,488) | ||
Net profit/(loss) | (22,332) | 5,520 | ||
Net profit/(loss) attributable to: | ||||
Owners of the parent | (22,368) | 5,473 | ||
Non-controlling interests | 36 | 47 | ||
Net revenues
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Net revenues | 153,508 | 156,878 | (2.1)% | |||
51
The following charts present Company’s Net Revenues walk by operational driver for 2025 compared to the
corresponding period in 2024:
Net Revenues by operational driver - 2025 compared to 2024 (€ million)
For a discussion of Net revenues for each of the six reportable segments (North America, Enlarged Europe,
Middle East & Africa, South America, China and India & Asia Pacific and Maserati) for 2025 as compared to
2024 see Results by Segment below.
Cost of revenues
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Cost of revenues | 155,627 | 136,360 | 14.1% | |||
Cost of revenues as % of Net revenues | 101.4% | 86.9% | ||||
Cost of revenues includes purchases (including commodity and components costs), labor costs, depreciation,
impairment of property, plant and equipment, amortization, logistics cost, product warranty and recall campaign
costs.
The increase in Cost of revenues in 2025 compared to 2024 was primarily related to (i) higher warranty
expenses as a result of a change in estimate in 2025, (ii) costs related to product realignments and program
cancellations, (iii) platform impairments resulting from decreased profitability and volume projections, (iv) higher
tariff, compliance and logistics costs, (v) increase in costs driven by energy mix for BEV vehicles in Enlarged
Europe, and (vi) lease portfolio charge due to residual value deterioration related to PHEV recall. For details of
the change in estimate related to contractual warranties, refer to Note 21, Provisions, within the Consolidated
Financial Statements included elsewhere in this report for additional information and for details on costs related
to product plan realignments and program cancellations and platform impairments, refer to Results of
Operations - Strategic plan undergoing reassessment.
52
Selling, general and other costs
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Selling, general and other costs | 8,967 | 9,299 | (3.6)% | |||
Selling, general and other costs as % of Net revenues | 5.8% | 5.9% | ||||
The decrease in Selling, general and other costs in 2025 compared to 2024 was primarily driven by the
recognition of indirect tax credits in South America. As a percentage of Net revenues, Selling, general and other
costs remained broadly stable year over year.
Research and development costs
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Research and development expenditures expensed | 2,858 | 2,932 | (2.5)% | |||
Amortization of capitalized development expenditures | 2,094 | 2,149 | (2.6)% | |||
Impairment and write-off of capitalized development expenditures | 6,193 | 703 | n.m. | |||
Total Research and development costs | 11,145 | 5,784 | 92.7% | |||
n.m. = not meaningful
Years ended December 31, | ||||
(€ million) | 2025 | 2024 | ||
Research and development expenditures expensed as % of Net revenues | 1.9% | 1.9% | ||
Amortization of capitalized development expenditures as % of Net revenues | 1.4% | 1.4% | ||
Impairment and write-off of capitalized development expenditures as % of Net revenues | 4.0% | 0.4% | ||
Total Research and development costs as % of Net revenues | 7.3% | 3.7% | ||
Research and development expenditures expensed decreased in 2025 compared to 2024, primarily related to
cost optimization initiatives reflecting continued discipline in operational spending.
Amortization of capitalized development expenditures in 2025 compared to 2024 were substantially unchanged.
The increase in impairment and write-off of capitalized development expenditure in 2025 compared to 2024 was
due to: (i) impairment of certain platform assets in North America, Enlarged Europe and Maserati driven by a
decrease in projected vehicle margins and volumes, (ii) asset write offs resulting from product realignments and
program cancellations driven by regulatory changes, tariffs, and softening in consumer demand for
electrification, and (iii) impairments as a result of the Company’s decision to discontinue its hydrogen fuel cell
technology program. For details of costs related to product plan realignments and program cancellations and
platform impairments, refer to Results of Operations - Strategic plan undergoing reassessment.
53
The following table summarizes total Research and development expenditures for the years ended December
31, 2025 and 2024:
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Capitalized development expenditures excl. borrowing costs(1) | 3,240 | 3,922 | (17.4)% | |||
Research and development expenditures expensed | 2,858 | 2,932 | (2.5)% | |||
Total Research and development expenditures | 6,098 | 6,854 | (11.0)% | |||
Capitalized development expenditures as % of Total Research and development expenditures | 53.1% | 57.2% | ||||
Total Research and development expenditures as % of Net revenues | 4.0% | 4.4% | ||||
(1) Additions to capitalized development expenditures of €3,452 million and €4,150 million adjusted to remove capitalized borrowing costs
of €211 million and €228 million for the years ended December 31, 2025 and 2024, respectively, in accordance with IAS 23 - Borrowing
costs (Revised)
The Company conducts research and development for new vehicles and technology to improve the
performance, safety, fuel efficiency, reliability, consumer perception and environmental impact of its vehicles.
Research and development costs consist primarily of material costs, services and personnel related expenses
that support the development of new and existing vehicles with propulsion system technologies. Refer to
“Trends, Uncertainties and Opportunities—Product Development and Technology”and “Overview of Our
Business - Research and Development” included elsewhere in this report for additional information.
The decrease in total Research and development expenditures in 2025 compared to 2024 was primarily related
to 2.5 percent lower Research and Development expenditures expensed compared with the prior year,
reflecting continued discipline in operational spending, and 17.4 percent lower capitalized Research and
development expenditures year‑on‑year, primarily due to the high level of capitalization recorded in the previous
year. The high level of capitalization in 2024 was driven by a concentrated wave of new product launches and
associated industrialization activities on the STLA Medium platform (including Peugeot 3008/5008 and Opel
Grandland), STLA Large platform and Smart Car platform (including Citroën C3, Opel Frontera). With the
completion of these major programs, current year capitalization returned to a more normalized level in line with
the ongoing project portfolio.
Gains/(losses) on disposal of investments
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Gains/(losses) on disposal of investments | (1,839) | (98) | n.m. | |||
n.m. = not meaningful
At December 31, 2025, our 49 percent interest in NextStar was reclassified as held for sale and remeasured to
fair value less costs to sell, resulting in a full write down of the investment. As a result €1.6 billion was recognized
within Gains/(losses) on disposal of investments, resulting in a full write down of the investment of €0.9 billion
and a €0.7 billion charge recognized in respect of obligations arising from the exit of the joint venture. In
addition, the 2025 disposal of Stellantis Türkiye resulted in a loss on disposal of €0.2 billion. For both items, refer
to Note 3, Scope of consolidation, within the Consolidated Financial Statements included elsewhere in this report
for additional information.
54
Restructuring Costs
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Restructuring costs | 913 | 1,617 | (43.5%) | |||
The decrease in Restructuring costs in 2025 compared to 2024 was primarily due to lower expenses related to
workforce reduction plans in North America.
Share of the profit/(loss) of equity method investees
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Share of the profit/(loss) of equity method investees | (1,271) | (33) | n.m. | |||
n.m. = not meaningful
The increase in the Share of the loss of equity method investees in 2025 compared to 2024 is largely due to: (i)
charges of €470 million recognized following the Company’s decision to discontinue its hydrogen fuel cell
technology program, including the full impairment of its 33.3 percent interest in the Symbio joint venture, and the
impairment of loans granted to Symbio, (ii) impairments of €483 million related to the 45.9 percent investment in
ACC and majority of the shareholder loans provided to ACC, (refer to Results of Operations - Strategic plan
undergoing reassessment) and (iii) lower share of profits from financial services joint ventures, in part due to the
impact of the cost recorded during 2025 from the UK motor finance redress program.
Net financial expenses/(income)
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Net financial expenses/(income) | 351 | (345) | n.m. | |||
n.m. = not meaningful
Net financial expenses amounted to €351 million for the year ended December 31, 2025 compared to Net
financial income of €345 million for the year ended December 31, 2024. The variation is primarily driven by the
lower interest income from liquidity investments, reflecting both reduced liquidity levels and a decline in short-
term market rates, as well as, expenses recognized during the period upon termination of commodity derivative
contracts. This is partially offset by lower losses on the net monetary position of hyperinflationary economies.
Tax expense/(benefit)
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Tax expense/(benefit) | (4,273) | (1,488) | n.m. | |||
Effective tax rate | 16.1% | (36.9%) | n.m. | |||
n.m. = not meaningful
The tax benefit increased by €2,785 million from 2024 to 2025 primarily due to losses recognized in the North
America region that generated a corresponding deferred tax benefit.
55
The Company’s ability to realize the full value of its deferred tax assets is dependent upon the generation of
future taxable income. Based on the losses generated for the twelve months ended December 31, 2025, we are
closely monitoring the realizability of our recognized deferred tax assets. If actual future taxable income differs
from current estimates, the Company may be required to de-recognize deferred tax assets, which could
materially impact future results.
Net profit/(loss)
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Net profit/(loss) | (22,332) | 5,520 | n.m. | |||
n.m. = not meaningful
The shift from Net profit in 2024 to Net loss in 2025 was primarily driven by charges incurred in 2025, including
(i) change in estimate for contractual warranties (refer to Note 21, Provisions, within the Consolidated Financial
Statements included elsewhere in this report for additional information), (ii) costs related to product realignments
and program cancellations, (iii) platform impairments and asset write offs from discontinued projects, (iv)
impairment of the equity method investment in ACC and the write-down of NextStar following its classification as
held for sale, and (v) the Company’s decision to discontinue its hydrogen fuel cell technology program. Refer to
Results of Operations - Strategic plan undergoing reassessment. In contrast, 2024 benefitted from a significant
deferred tax asset recognition in Brazil, which contributed positively to the prior year’s results.
Adjusted operating income
Years ended December 31, | Increase/(Decrease) | |||||
(€ million) | 2025 | 2024 | 2025 vs. 2024 | |||
Adjusted operating income/(loss) | (842) | 8,648 | (110)% | |||
Adjusted operating income margin (%) | (0.5%) | 5.5% | (600) bps | |||
56
The following charts present Company’s Adjusted operating income walk by segment for 2025 compared to the
corresponding period in 2024:
Adjusted operating income by segment - 2025 compared to 2024 (€ million)
For a discussion of Adjusted operating income for each of our six reportable segments in 2025 as compared to
2024 see Results by Segment below.
57
The following table summarizes the reconciliation of Net profit, which is the most directly comparable measure
included in the Consolidated Income Statement, to Adjusted operating income:
(€ million) | Year ended December 31, 2025 | |
Net profit/(loss) | (22,332) | |
Tax expense/(benefit) | (4,273) | |
Net financial expenses/(income) | 351 | |
Operating income/(loss) | (26,254) | |
Adjustments: | ||
Restructuring and other costs, net of reversals | 913 | |
Takata airbags recall campaign | 622 | |
Platform impairments | 6,583 | |
Costs related to product plan realignments and program cancellations | 9,072 | |
Other impairments | 243 | |
Battery JVs | 2,054 | |
Hydrogen fuel cell program discontinuation | 1,094 | |
CAFE penalty rate | 269 | |
Stellantis Türkiye disposal | 246 | |
Change in estimate for contractual warranties | 4,130 | |
Other | 186 | |
Total adjustments | 25,412 | |
Adjusted operating income | (842) |
The following table is the reconciliation of Net profit, which is the most directly comparable measure included in
the Consolidated Income Statement, to Adjusted operating income:
(€ million) | Year ended December 31, 2024 | |
Net profit/(loss) | 5,520 | |
Tax expense/(benefit) | (1,488) | |
Net financial expenses/(income) | (345) | |
Operating income/(loss) | 3,687 | |
Adjustments: | ||
Restructuring and other costs, net of reversals | 1,617 | |
Impairment expense and supplier obligations | 1,807 | |
Takata recall campaign | 768 | |
Lifetime Onerous Contracts | 637 | |
Other | 132 | |
Total adjustments | 4,961 | |
Adjusted operating income | 8,648 |
During the year ended December 31, 2025, Adjusted operating income excluded adjustments primarily related
to:
•€913 million of restructuring and other costs, primarily related to workforce reductions, mainly in Enlarged
Europe;
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•€622 million of Takata airbags recall campaign, related to stop-drive campaign on certain vehicles in Enlarged
Europe announced in June 2025;
•€6,583 million of platform impairments. As a result of reduced volumes and profitability expectations, platforms
were impaired in North America for €5,700 million, Maserati for €613 million and in Enlarged Europe for €270
million;
•€9,072 million primarily related to costs incurred as result of product plan realignments and program
cancellations;
•€243 million of other impairments. Impairments in Other activities is related to the Free2Move business, the
other impairments in Enlarged Europe relate to write downs of assets on classification to held for sale as well
as the impairment of a prepayment to a supplier, which is not expected to be recoverable;
•€2,054 million related to steps of rationalizing battery manufacturing capacity;
•€1,094 million related to the Company decision to discontinue its hydrogen fuel cell strategy. As a result, the
following items have been impaired: (i) investment in Symbio (€324 million), (ii) loans granted to Symbio
(€146 million), (iii) capitalized development expenditures and property, plant and equipment related to fuel
cells (€341 million), (iv) in addition, provisions for risks were recognized (€210 million) and (v) other expenses
(€73 million);
•€269 million of CAFE penalty rate. As a result of the elimination of CAFE fines with the enactment of the OBBB,
the Company recognized a net expense of €97 million, comprised of net €172 million of CAFE credits
recognized as a reduction of Cost of revenues, which remains included in Adjusted operating income as these
amounts reduced prior year CAFE fines, and a net expense of €269 million, which is excluded from AOI and
comprised of (i) elimination of the CAFE provision of €844 million, (ii) impairment of the regulatory credit assets
of €609 million, and (iii) onerous contracts related to contractual purchase commitments for CAFE credits of
€504 million;
•€246 million related to the sale of Stellantis Türkiye to the Company’s joint venture, Tofas-Turk Otomobil
Fabrikasi A.S. (“Tofas”), for which the Company recognized an estimated loss on disposal of €246 million,
driven primarily by the recycling of the cumulative translation reserve from Equity to the Consolidated Income
Statement upon disposal;
•€4,130 million related to the change in estimate for contractual warranty provisions, resulting from the
reassessment of the estimation process, taking into account recent increases in cost inflation and a
deterioration in quality, as a result of operational choices, which did not deliver the expected quality
performance; and
•€186 million of Other, primarily related to (i) adjustments to costs previously recognized to support the
workforce during the transformation of certain plants in North America, (ii) gains/(losses) recognized on the
disposal of non-significant entities and on dilution of certain of our equity method investees, including Archer.
For a description of platform impairments, costs related to product plan realignments and program
cancellations, rationalization of our battery manufacturing capacity, the discontinuation of our hydrogen fuel cell
development program, refer to Results of Operations - Strategic plan undergoing reassessment and for the
change in estimate related to contractual warranties, refer to Note 21, Provisions, within the Consolidated
Financial Statements included elsewhere in this report for additional information.
During the year ended December 31, 2024, Adjusted operating income excluded adjustments primarily related
to:
59
•€1,617 million of restructuring costs and other costs, primarily related to workforce reductions in Enlarged
Europe and North America;
•€1,807 million of impairment expense and supplier obligations, primarily related to (i) €1,063 million of
impairments of certain platform assets in Maserati and Enlarged Europe, net of reversal, driven by projected
decreases in margins for certain models and the cancellation of certain projects prior to launch, (ii)
€230 million of provisions accrued for supplier obligations, relating to projects in development which were
cancelled prior to launch (and for which the related capitalized R&D was impaired under (i) above), and (iii)
€514 million of goodwill impairments related to the Maserati segment;
•€768 million for an extension of Takata airbags recall campaign;
•€637 million primarily related to lifetime service contracts sold in North America prior to the merger determined
to be onerous during 2024; and
•€132 million of Other, consisting of other adjustments which are individually insignificant.
Diluted and Adjusted diluted EPS
Years ended December 31, | Increase/(Decrease) | |||||
(€ per share) | 2025 | 2024 | 2025 vs. 2024 | |||
Diluted EPS | (7.75) | 1.84 | (521.2)% | |||
Adjusted diluted EPS | (0.42) | 2.48 | (116.9)% | |||
The following table summarizes the reconciliation of Diluted (loss)/earnings per share to Adjusted diluted
earnings per share.
Years ended December 31, | ||||
(€ million except otherwise noted) | 2025 | 2024 | ||
Net profit/(loss) attributable to owners of the parent | (22,368) | 5,473 | ||
Weighted average number of shares outstanding (000) | 2,886,684 | 2,949,652 | ||
Number of shares deployable for share-based compensation (000) | — | 26,168 | ||
Weighted average number of shares outstanding for diluted earnings per share (000) | 2,886,684 | 2,975,820 | ||
Diluted (loss)/earnings per share (A) (€/share) | (7.75) | 1.84 | ||
Adjustments, per above | 25,412 | 4,961 | ||
Tax impact on adjustments(1) | (5,185) | (799) | ||
Unusual items related to income taxes(2) | 932 | (2,266) | ||
Total adjustments, net of taxes | 21,159 | 1,896 | ||
Impact of adjustments above, net of taxes, on Diluted earnings per share from continuing operations (B) (€/share) | 7.33 | 0.64 | ||
Adjusted Diluted (loss)/earnings per share (€/share) (A+B) | (0.42) | 2.48 | ||
(1) Tax impact on adjustments is calculated based on the expected local country tax implications for each adjustment
(2) Unusual items related to income taxes relate to the derecognition of deferred tax assets in Germany in 2025, and the recognition of
deferred tax assets in Brazil in 2024. Refer to Note 7, Tax expense/(benefit) within the Consolidated Financial Statements included
elsewhere in this report for additional information
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Results by Segment – 2025 compared to 2024
(€ million, except shipments which are in thousands of units) | Net revenues | Adjusted operating income | Consolidated Shipments | |||||||||
Years ended December 31, | ||||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||
North America | 60,962 | 63,450 | (1,892) | 2,660 | 1,472 | 1,432 | ||||||
Enlarged Europe | 57,773 | 59,010 | (651) | 2,419 | 2,490 | 2,576 | ||||||
Middle East & Africa | 9,709 | 10,097 | 1,429 | 1,901 | 453 | 423 | ||||||
South America | 16,197 | 15,863 | 1,963 | 2,272 | 1,000 | 912 | ||||||
China and India & Asia Pacific | 1,868 | 1,993 | 74 | (58) | 61 | 61 | ||||||
Maserati | 726 | 1,040 | (198) | (260) | 8 | 11 | ||||||
Total Segments | 147,235 | 151,453 | 725 | 8,934 | 5,484 | 5,415 | ||||||
Other activities | 6,870 | 6,151 | (726) | 144 | — | — | ||||||
Unallocated items & eliminations(1) | (597) | (726) | (841) | (430) | — | — | ||||||
Total | 153,508 | 156,878 | (842) | 8,648 | 5,484 | 5,415 | ||||||
(1) Primarily includes intercompany transactions which are eliminated on consolidation
Refer to Note 30, Segment reporting included within the Consolidated Financial Statements elsewhere in this
report for additional detail on the Company’s reportable segments.
The following is a discussion of Net revenues, Adjusted operating income and shipments for each of our six
reportable segments for the year ended December 31, 2025 as compared to the year ended December 31,
2024.
•Volume & Mix: Reflects changes in new car volumes (consolidated shipments), driven by industry volume,
market share and dealer stocks, and mix evolutions such as channel, product line and trim mix. It also reflects
the impact of some non-pricing items;
•Vehicle Net Price: Reflects changes in prices, net of discounts and other sales incentive programs;
•Industrial: Reflects manufacturing and purchasing cost changes associated with content, technology and
enhancement of vehicle features, as well as industrial, logistics and purchasing efficiencies and inefficiencies.
The impact of fixed manufacturing costs absorption related to the change in production output is included
here. Cost changes to purchasing of raw materials, warranty, compliance costs, as well as depreciation
related to property, plant and equipment are also included here. This also encompasses costs of tariffs;
•SG&A: Primarily includes costs for advertising and promotional activities, purchased services, information
technology costs and other costs not directly related to the development and manufacturing of Stellantis
products;
•R&D: Includes research and development costs, as well as amortization of capitalized development
expenditures; and
•FX and Other: Includes other items not mentioned above, such as used cars, parts & services, sales to
partners, royalties, as well as foreign currency exchange translation, transaction and hedging.
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North America
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Consolidated shipments (thousands of units) | 1,472 | 1,432 | 2.8% | |||
Net revenues (€ million) | 60,962 | 63,450 | (3.9)% | |||
Adjusted operating income/(loss) (€ million) | (1,892) | 2,660 | (171.1)% | |||
Adjusted operating income margin (%) | (3.1%) | 4.2% | (730) bps | |||
Shipments
The increase in North America shipments in 2025 compared to the corresponding period in 2024 was mainly
due to an increase in Ram LD trucks, Jeep Wrangler, Gladiator and Chrysler Pacifica, partially offset by Ram
Promaster and Jeep PHEVs.
Net revenues
The decrease in North America Net revenues in 2025 compared to the corresponding period in 2024 was
primarily due to foreign exchange impacts from the U.S. Dollar and higher incentives levels, partially offset by
increased volume, specifically in U.S. retail.
Adjusted operating income/(loss)
The following chart reflects the change in North America Adjusted operating income by operational driver for
2025 as compared to the same period in 2024:
Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)
The decrease in North America Adjusted operating income/(loss) in 2025 compared to the corresponding period
in 2024 was primarily due to unfavorable mix, U.S. tariffs, change in estimate for contractual warranties and
increased incentive spend, partially offset by purchasing and manufacturing performance and improved retail
volumes.
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Enlarged Europe
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Consolidated shipments (thousands of units) | 2,490 | 2,576 | (3.3)% | |||
Net revenues (€ million) | 57,773 | 59,010 | (2.1)% | |||
Adjusted operating income/(loss) (€ million) | (651) | 2,419 | (126.9)% | |||
Adjusted operating income margin (%) | (1.1%) | 4.1% | (520) bps | |||
Shipments
The Enlarged Europe shipments decreased in 2025 compared to the corresponding period in 2024, mainly due
to lower shipments of legacy models of Peugeot, Opel and FIAT brands, partially offset by higher volumes of
Opel/Vauxhall Frontera and Fiat Grande Panda.
Net revenues
The Enlarged Europe Net revenues decreased in 2025 compared to the corresponding period in 2024, mainly
due to pricing pressures and reduced volumes, partially offset by positive powertrain and trim mix.
Adjusted operating income/(loss)
The following chart reflects the change in Enlarged Europe Adjusted operating income by operational driver for
2025 as compared to the same period in 2024:
Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)
The decrease in Enlarged Europe Adjusted operating income/(loss) in 2025 compared to the corresponding
period in 2024 was primarily due to unfavorable pricing and mix, lower volumes, and higher industrial costs
related to warranty and LCV compliance provisions, partially mitigated by improved purchasing and
manufacturing performance.
63
Middle East & Africa
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Combined shipments (thousands of units) | 542 | 534 | 1.5% | |||
Consolidated shipments (thousands of units) | 453 | 423 | 7.1% | |||
Net revenues (€ million) | 9,709 | 10,097 | (3.8)% | |||
Adjusted operating income/(loss) (€ million) | 1,429 | 1,901 | (24.8)% | |||
Adjusted operating income margin (%) | 14.7% | 18.8% | (410) bps | |||
Shipments
The increase in Middle East & Africa consolidated shipments in 2025 compared to the corresponding period in
2024 was mainly driven by increased volumes in Türkiye, partially offset by decreases in Algeria.
Net revenues
The decrease in Middle East & Africa Net revenues in 2025 compared to the corresponding period in 2024 was
primarily due to negative foreign exchange translation effects, mainly from Turkish Lira, partially offset by strong
increases in net pricing.
Adjusted operating income/(loss)
The following chart reflects the change in Middle East & Africa Adjusted operating income/(loss) by operational
driver in 2025 compared to the same period in 2024:
Adjusted operating income/(loss) by operational driver - 2025 vs. 2024 (€ million)
The decrease in Middle East and Africa Adjusted operating income/(loss) in 2025 compared to the
corresponding period in 2024 is mainly due to negative foreign exchange transaction and translation effects
primarily related to Turkish Lira, mainly offset by increased pricing actions.
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South America
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Consolidated shipments (thousands of units) | 1,000 | 912 | 9.6% | |||
Net revenues (€ million) | 16,197 | 15,863 | 2.1% | |||
Adjusted operating income (€ million) | 1,963 | 2,272 | (13.6)% | |||
Adjusted operating income margin (%) | 12.1% | 14.3% | (220) bps | |||
Shipments
The increase in South America shipments in 2025 compared to the corresponding period in 2024 was driven
primarily by increased volumes in Argentina, Brazil and Chile.
Net revenues
The increase in South America Net revenues in 2025 compared to the corresponding period in 2024 was driven
by increased volume, mainly in Argentina, largely offset by foreign exchange impacts from Brazilian Real and
Argentine Peso.
Adjusted operating income/(loss)
The following chart reflects the change in South America Adjusted operating income/(loss) by operational driver
for 2025 as compared to the same period in 2024:
Adjusted operating income/(loss) by operational driver - 2025 compared to 2024 (€ million)
The decrease in South America Adjusted operating income/(loss) in 2025 compared to the corresponding
period in 2024 was primarily due to Brazilian Real devaluation impact on industrial costs and Argentine Peso
devaluation impact on price in Argentina, partially offset by better volume/mix and a benefit from recognition of
Brazilian indirect tax credits.
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China and India & Asia Pacific
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Combined shipments (thousands of units) | 61 | 61 | 0.0% | |||
Consolidated shipments (thousands of units) | 61 | 61 | 0.0% | |||
Net revenues (€ million) | 1,868 | 1,993 | (6.3)% | |||
Adjusted operating income/(loss) (€ million) | 74 | (58) | (227.6)% | |||
Adjusted operating income margin (%) | 4.0% | (2.9%) | +690 bps | |||
In China, we distribute imported vehicles primarily for the Jeep brand through an asset-light approach.
Dongfeng Peugeot and Dongfeng Citroën brands in China are locally manufactured through DPCA under
various license agreements and marketed by DPCS.
We also produce the Jeep Compass and Jeep Meridian in India through our joint operation with FIAPL and we
recognize our related interest in the joint operation on a line by line basis.
Shipments distributed by our consolidated subsidiaries, which include vehicles produced by FIAPL, are
reported in both consolidated and combined shipments.
Shipments
China and India & Asia Pacific consolidated shipments in 2025 were in line with 2024. Decreases in Jeep and
FIAT are offset by increases in Peugeot, Leapmotor and Ram branded vehicles.
Net revenues
The decrease in China and India & Asia Pacific Net revenues in 2025 compared to the corresponding period in
2024 was mainly due to unfavorable foreign exchange translation impacts, lower Jeep volumes, and reduced
parts and services revenues, partially offset by improved mix, mainly driven by Ram.
Adjusted operating income/(loss)
The increase in China and India & Asia Pacific Adjusted operating income/(loss) in 2025 compared to the
corresponding period in 2024 was mainly driven by higher Ram sales and fixed costs containment, partially
offset by unfavorable foreign exchange translation impacts.
Maserati
Years ended December 31, | Increase/(Decrease) | |||||
2025 | 2024 | 2025 vs. 2024 | ||||
Consolidated shipments (thousands of units) | 7.9 | 11.3 | (30.1)% | |||
Net revenues (€ million) | 726 | 1,040 | (30.2)% | |||
Adjusted operating income (€ million) | (198) | (260) | (23.8)% | |||
Adjusted operating income margin (%) | (27.3)% | (25.0%) | (230) bps | |||
Shipments
The decrease in Maserati shipments in 2025 compared to the corresponding period in 2024 was primarily due to
lower shipments in models Grecale and Levante.
66
Net revenues
The decrease in Maserati Net revenues in 2025 compared to the corresponding period in 2024 was primarily
due to lower volumes and lower vehicle net prices as a result of de-stocking activities in North America and in
China.
Adjusted operating income/(loss)
The increase in Maserati Adjusted operating income/(loss) in 2025 compared to the corresponding period in
2024 was mainly due to lower Research and development costs and reduced depreciation and amortization
costs from previously impaired assets, partially offset by decreased net pricing in North America and lower
volumes from reduced product portfolio, U.S. tariffs and reduced appetite for luxury products in China.
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Liquidity and Capital Resources
Liquidity Overview
We require significant liquidity in order to meet our obligations and fund the business. Short-term liquidity is
required to purchase raw materials, parts and components for vehicle production, as well as to fund selling,
administrative, research and development, other expenses and funding our captive financial services business.
In addition to our general working capital and operational needs, we expect to use significant amounts of cash
for the following purposes: (i) capital expenditures to support our existing and future products; (ii) principal and
interest payments under our financial obligations; (iii) pension and employee benefit payments; (iv) capital
injections to our joint ventures and merger and acquisitions (“M&A”) initiatives; and (v) funding our captive
financial services business. We make capital investments in the regions in which we operate primarily related to
initiatives to introduce new products, including for electrification and autonomous driving, enhance
manufacturing efficiency, improve capacity, for maintenance, and for regulatory and environmental compliance.
Our business and results of operations depend on our ability to achieve certain minimum vehicle shipment
volumes. As is typical for an automotive manufacturer, we have significant fixed costs and, as such, changes in
our vehicle shipment volumes could have a significant effect on profitability and liquidity. We generally receive
payment from dealers and distributors shortly after shipment, whereas there is a lag between the time we
receive parts and materials from our suppliers and the time we are required to pay for them. Therefore, during
periods of increasing vehicle shipments, there is generally a corresponding positive impact on the Company’s
cash flow and liquidity. Conversely, during periods in which vehicle shipments decline, there is generally a
corresponding negative impact on the Company’s cash flow and liquidity. Delays in shipments of vehicles,
including delays in shipments in order to address quality issues or components shortage and logistic
constraints, tend to negatively affect the Company’s cash flow and liquidity. In addition, the timing of the
Company’s collections of receivables for export shipments of vehicles, fleet sales, as well as sales of propulsion
systems and pre-assembled parts of vehicles tends to be longer due to different payment terms. Although we
regularly enter into factoring transactions for such receivables in order to transfer relevant risks to the factor and
to accelerate collections, a change in vehicle shipment volumes could cause fluctuations in the Company’s
working capital (refer to Note 23, Trade Payables, within the Consolidated Financial Statements included
elsewhere in this report for additional information). The increased internationalization of our product portfolio
could also affect our working capital requirements as there could be an increased requirement to ship vehicles
to countries different from where they are produced. In addition, working capital could be affected by the choice
of different methods of distribution and the trend and seasonality of shipments of vehicles.
Management believes that the funds currently available to Stellantis at the date of this report, in addition to those
funds that would be generated from operating and financing activities, will enable the Company to meet its
obligations and fund its businesses including funding planned investments and working capital needs, as well
as fulfill the Company’s obligations to repay its debts in the ordinary course of business.
Liquidity needs are met primarily through cash generated from operations, including the sale of vehicles,
services and parts to dealers, distributors and other consumers worldwide.
The operating cash management and liquidity investment of the Company is coordinated with the objective of
ensuring effective and efficient management of the Company’s funds. We raise capital in the financial markets
through various funding sources.
68
Certain notes issued by the Company and its treasury subsidiaries include covenants which could be affected
by circumstances related to certain subsidiaries. In particular there are cross-default clauses which could
accelerate repayments in the event that such subsidiaries failed to pay certain of their debt obligations. As of
December 31, 2025, the Company was in compliance with these covenants. Refer to Note 22, Debt within the
Consolidated Financial Statements included elsewhere in this report for additional information.
Long-term liquidity requirements could involve some level of debt refinancing as outstanding debt becomes due
or the Company is required to make principal payments. We regularly evaluate opportunities to improve our
liquidity position in order to enhance financial flexibility and to achieve and maintain a liquidity and capital
position consistent with that of other companies in the Company’s industry.
However, any actual or perceived limitations of the Company’s liquidity may limit the ability or willingness of
counterparties, including dealers, consumers, suppliers, lenders and financial service providers, to do business
with the Company, or require the Company to restrict additional amounts of cash to provide collateral security for
its obligations. The Company’s liquidity levels are subject to a number of risks and uncertainties, including those
described in Risk Factors.
Refer to ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE GOVERNANCE - Dividends and Note
28, Equity within the Consolidated Financial Statements included elsewhere in this report for additional
information on Stellantis’ distribution of profits.
Net cash used in operating activities at December 31, 2025 was €4.7 billion, a decrease of €6.2 billion from
December 31, 2024. Refer to Note 31, Explanatory notes to the Consolidated Statement of Cash Flows, within
the Consolidated Financial Statements included elsewhere in this report for additional information.
Available liquidity
The following table summarizes the Company’s Available liquidity:
At December 31, | ||||
(€ million) | 2025 | 2024 | ||
Cash, cash equivalents and financial securities(1) | 31,508 | 38,568 | ||
Undrawn committed credit lines | 18,287 | 12,915 | ||
Cash, cash equivalents and financial securities - included with Assets held for sale | — | 297 | ||
Total Available liquidity(2) | 49,795 | 51,780 | ||
of which: Available liquidity of the Industrial Activities | 45,711 | 49,481 | ||
(1) Financial securities are comprised of short term or marketable securities which represent temporary investments but do not satisfy all
the requirements to be classified as cash equivalents as they may be subject to risk of change in value (even if they are short-term in
nature or marketable)
(2) The majority of our liquidity is available to our treasury operations in Europe and U.S.; however, liquidity is also available to certain
subsidiaries which operate in other countries. Cash held in such countries may be subject to restrictions on transfer depending on the
foreign jurisdictions in which these subsidiaries operate. Based on our review of such transfer restrictions in the countries in which we
operate and maintain material cash balances, (and in particular in Argentina, in which we have €354 million cash and securities at
December 31, 2025 (€680 million at December 31, 2024) and in Algeria, in which we have €276 million cash at December 31, 2025
(€276 million at December 31, 2024)), we do not believe such transfer restrictions had an adverse impact on the Company’s ability to
meet its liquidity requirements at the dates presented above. Cash and cash equivalents also include €663 million at December 31, 2025
(€451 million at December 31, 2024) held in bank deposits which are restricted to the operations related to securitization programs and
warehouses credit facilities of SFS U.S.
69
Available liquidity of the Industrial activities at December 31, 2025 decreased by €3.8 billion from December 31,
2024 primarily due to the negative industrial free cash flow of €4.5 billion and €2.0 billion dividend distribution
partially offset by increase in committed lines. Foreign exchange translation effects have impacted our available
liquidity unfavorably by €1.4 billion.
Our Available liquidity is subject to intra-month and seasonal fluctuations resulting from business and collection
payment cycles as well as to changes in foreign exchange conversion rates. Refer to the section — Cash Flows
below for additional information regarding the change in cash and cash equivalents and refer to Note 31,
Explanatory notes to the Consolidated Statement of Cash Flows, within the Consolidated Financial Statements
included elsewhere in this report for additional information.
Our liquidity is principally denominated in Euro and U.S. Dollar, with the remainder being distributed in various
countries and denominated in the relevant local currencies. Out of the total €31.5 billion of cash, cash
equivalents and current securities available at December 31, 2025, €16.7 billion, or 53 percent (€21.4 billion, or
55 percent, at December 31, 2024), were denominated in Euro and €8.1 billion, or 26 percent (€10.8 billion, or
28 percent at December 31, 2024), were denominated in U.S. Dollar.
At December 31, 2025, undrawn committed credit lines of €18.3 billion include the syndicated revolving credit
facility (“RCF”) of €12.0 billion, amended and extended in July 2024 and further extended in June 2025, with a
group of 29 relationship banks. The RCF is available for general corporate purposes and is structured in two
tranches: €6.0 billion, with a 3-year tenor, and €6.0 billion, with a 5-year tenor, with each tranche benefiting from
two further extension options, each of one year exercisable on the first and second anniversary of the
amendment signing date. The first extension option was activated in June 2025, extending the maturities to July
2028 and July 2030, respectively, for the two tranches. The amount utilized under these credit lines was nil at
December 31, 2025.
In January 2025, the Company entered a new committed credit line of €4.0 billion with a pool of relationship
banks. The facility line is available for general corporate and working capital purposes of the Company,
including without limitation the refinancing of existing indebtedness of the Company. The line originally had a
one year tenor with two extension options, at the Company’s discretion, of six months each. The first extension
option was activated in December 2025, extending the maturity to July 2026. The amount used under this credit
line was nil at December 31, 2025.
In December 2025, SFS U.S. established a €1.9 billion ($2.2 billion) privately placed Commercial Paper (“CP”)
program. At December 31, 2025, no notes were outstanding under the CP program.
Concurrent with the establishment of the CP program, to provide dedicated liquidity support for this CP program,
the committed USD credit line originally signed by SFS U.S. in March 2024, €0.9 billion ($1 billion) was amended
and refinanced (the "SFS RCF"). The amended SFS RCF is structured in two tranches: €0.8 billion ($1 billion),
with a 364-days tenor, and €1.1 billion ($1.3 billion), with a three-year tenor, with each tranche benefiting from
two further extension options, each of one year exercisable on the first and second anniversary of the
amendment signing date. The amount used under the amended SFS RCF was nil at December 31, 2025.
Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for
additional information.
Euro Medium Term Note (“EMTN”) Program and other Notes
On March 18, 2025, Stellantis Finance U.S. Inc issued three bonds guaranteed by Stellantis N.V.:
70
•a USD bond with principal amount of $1,000 million with an interest rate of 6.45 percent and which matures in
March 2035;
•a USD bond with principal amount of $750 million with an interest rate of 5.75 percent and which matures in
March 2030; and
•a USD bond with principal amount of $500 million with an interest rate of 5.35 percent and which matures in
March 2028.
On June 6, 2025, the Company issued two bonds under its EMTN:
•a EUR bond with principal amount of €800 million with an interest rate of 4.625 percent and which matures in
June 2035; and
•a EUR bond with principal amount of €700 million with an interest rate of 3.875 percent and which matures in
June 2031.
On September 15, 2025, SFS U.S. issued three bonds:
•a USD bond with principal amount of $700 million with an interest rate of 5.40 percent and which matures in
September 2030;
•a USD bond with principal amount of $1,000 million with an interest rate of 4.95 percent and which matures in
September 2028; and
•a USD bond with principal amount of $300 million with a floating interest rate and which matures in September
2028.
In March 2025, the Company repaid, at maturity, a €650 million note issued by PSA in 2018.
As at December 31, 2025, all the outstanding notes of Stellantis were rated “Baa2” by Moody’s Investors Service
and “BBB” by S&P Global Ratings.
Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for
additional information.
Financial Services Asset-Backed Facilities
SFS U.S. activities are primarily funded through various asset-backed financing transactions including
Warehouse Credit Facilities, Asset-Backed Securities consisting of ABS Term Notes issued under its
securitization programs and Asset-backed Term Loans. Each of these financing transactions are entered into by
special-purpose entities that are 100 percent owned by SFS U.S. The underlying debt obligations are non-
recourse to SFS U.S. and are settled through the collection of the portfolio of financing receivables originating
from dealers or consumers. The amount outstanding under the securitization programs was €14.8 billion
($17.3 billion) as of December 31, 2025.
Warehouse Credit Facilities
In 2022, SFS U.S. implemented two separate warehouse credit facilities, in addition to the pre-existing First
Investors Auto Receivables Corporation (“FIARC”) warehouse facility.
The first SFS U.S. facility, SFS Funding, LLC was implemented in August 2022 and was renewed in April 2024
and matures in April 2026. The facility bears interest based on variable commercial paper rates plus a spread or
Secured Overnight Funding Rate (“SOFR”) plus a spread.
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In September 2024, the SFS U.S. USD credit facility, SFS Funding, LLC, size was increased from €3.4 billion
($4 billion) to €6.8 billion ($8 billion). In connection with this upsizing, the number of participating banks was
increased from six to twelve banks. There were no material changes to the transaction documents and the
maturity of the warehouse credit facility remained in April 2026.
The second SFS U.S. facility, SFS Funding II, LLC was implemented in August 2022 with an original commitment
of €426 million ($500 million) and was terminated in April of 2024 when the commitments were consolidated into
the SFS Funding LLC facility when that facility was renewed.
In September 2025, the first SFS U.S. credit facility, SFS Funding, LLC was renewed. The facility size and the
number of participating banks remained at $8.0 billion and twelve, respectively. There were no material changes
to the transaction documents and the maturity of the warehouse credit facility extended to October 2027.
In September 2025, revolving credit floorplan facility (Stellantis Financial Floorplan Master Auto Owner Trust
(“SFMOT”) 2024-1) size was increased from €638 million ($750 million) to €1.1 billion ($1.3 billion). Draws off the
facility will bear an interest rate based off the lender’s ABCP cost of funds plus a spread based on the
composition of receivables pledged to the facility. Borrowings will be used to support the Company’s
commercial floorplan lending business with floor plan receivables providing collateral. As of December 31, 2025,
€0.9 billion ($1.1 billion) was outstanding under this facility.
In December 2025, the FIARC warehouse, with a capacity of €340 million ($400 million), was extended to mature
in December 2027. In conjunction with the renewal, the benchmark rate was transitioned from SOFR plus a
spread to CP Rate plus a spread.
SFS U.S. uses interest rate derivatives in order to reduce the interest rate risks of certain warehouse credit
facilities.
Asset-backed Securities (“ABS”) Term Notes and Amortizing Term Facilities
SFS U.S. continued to expand and diversify its secured funding programs through a series of ABS issuances
and amortizing credit facilities backed by retail loan and lease assets. Key transactions completed during 2024
and 2025 are presented below.
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ABS Term Note Issuances
Date | Issuer/Trust | Amount (€/$) | Asset Type | Structure |
January 2024 | SFS Auto Receivables Securitization Trust 2024-1 | €0.9bn / $1.0bn | Prime retail loans | Six fixed-rate classes |
May 2024 | SFS Auto Receivables Securitization Trust 2024-2 | €0.9bn / $1.0bn | Prime retail loans | Six fixed-rate classes |
October 2024 | SFS Auto Receivables Securitization Trust 2024-3 | €787m / $925m | Prime retail loans | Six fixed-rate classes |
February 2025 | SFS Auto Receivables Securitization Trust 2025-1 | €745m / $875m | Prime retail loans | Six fixed-rate classes |
May 2025 | SFS Underwritten Enhanced Lease Trust 2025-A | €1.3bn / $1.5bn | Prime lease assets | Six fixed-rate classes |
June 2025 | SFS Auto Receivables Securitization Trust 2025-2 | €787m / $925m | Prime retail loans | Six fixed-rate classes |
August 2025 | SFS Underwritten Enhanced Lease Trust 2025-B | €1.3bn / $1.5bn | Prime retail loans | Six fixed-rate classes |
October 2025 | SFS Auto Receivables Securitization Trust 2025-3 | €739m / $825m | Prime retail loans | Six fixed-rate classes |
November 2025 | First Investors Auto Owner Trust 2025-1 | €565m / $664m | Subprime retail assets | Four fixed-rate classes |
December 2025 | SFS Underwritten Enhanced Lease Trust 2025-C | €1.3bn / $1.5bn | Prime retail loans | Six fixed-rate classes |
On February 19, 2026, the Company priced an issuance of asset-backed notes through its 100 percent owned
subsidiary, SFS Auto Receivables Securitization Trust 2026-1. The notes, totaling $1.5 billion, were delivered on
February 26, 2026, at which time the Company received the related proceeds. The notes are supported by a
pool of automobile receivables and include customary structural credit enhancement feature.
Amortizing Term Facilities
Date | Issuer / Trust | Amount (€ / $) | Asset Type | Key Terms |
April 2024 | SFAF 2024-1 | €638m / $750m | Retail loans | Upsized by €426m / $500m in March 2025; fixed rate plus spread; amortizing, no further draws |
July 2024 | SFAF 2024-2 | €638m / $750m | Retail loans | Fixed rate plus spread; amortizing, no further draws |
August 2024 | SFALV 2024-1 | €0.9bn / $1.0bn | Retail lease assets | Fixed rate plus spread; amortizing |
Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for
additional information.
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Cash Flows
The following table summarizes cash flows from operating, investing and financing activities for each of the
years ended December 31, 2025, 2024 and 2023. Refer to the Consolidated Statement of Cash Flows for the
years ended December 31, 2025, 2024 and 2023 and to Note 31, Explanatory notes to the Consolidated
Statement of Cash Flows included elsewhere in this report for additional information. Refer to Note 10, Other
intangible assets and Note 11, Property, plant and equipment, within the Consolidated Financial Statements
included elsewhere in this report for details on our contractual commitments.
Years ended December 31, | ||||||
(€ million) | 2025 | 2024 | 2023 | |||
Cash flows from (used in) operating activities(1) | (4,650) | 1,535 | 17,954 | |||
Cash flows from (used in) investing activities(1) | (5,897) | (10,105) | (14,215) | |||
Cash flows from (used in) financing activities(1) | 7,574 | (1,343) | (5,501) | |||
Effect of changes in exchange rates | (1,278) | 410 | (836) | |||
(Increase)/decrease in cash and cash equivalents included in asset held for sale | 297 | (66) | (166) | |||
Increase/(decrease) in cash and cash equivalents | (3,954) | (9,569) | (2,764) | |||
Net cash and cash equivalents at beginning of the period | 34,100 | 43,669 | 46,433 | |||
Net cash and cash equivalents at end of period | 30,146 | 34,100 | 43,669 | |||
(1) Effective June 2025, the Company adjusted certain classification items in the presentation of its Consolidated Statement of Cash Flows.
Refer to Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this report for additional
information. Comparative figures for December 2024 and 2023 have been reclassified accordingly
Industrial free cash flows
The following table provides a reconciliation of Cash flows from operating activities, the most directly
comparable measure included in the Consolidated Statement of Cash Flows, to Industrial free cash flows for the
years ended December 31, 2025 and 2024.
Years ended December 31, | ||||
(€ million) | 2025 | 2024 | ||
Cash flows from/(used in) operating activities(1) | (4,650) | 1,535 | ||
Less: Financial services, net of inter-segment eliminations | (9,700) | (5,209) | ||
Less: Capital expenditures and capitalized research and development expenditures and change in amounts payable on property, plant and equipment and intangible assets for industrial activities | 9,090 | 10,761 | ||
Add: Proceeds from disposal of assets and other changes in investing activities | 591 | 303 | ||
Less: Contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity method and other investments | 1,116 | 2,376 | ||
Add: Defined benefit pension contribution, net of tax | 40 | 45 | ||
Industrial free cash flows | (4,525) | (6,045) | ||
(1) Effective June 2025, two types of cash flows were reclassified to cash flows from operating activities: (i) the net change in receivables
related to financial services activities have been reclassified from investing activities as these are part of our principal revenue-generating
activities and (ii) certain financial receivables related to factoring transactions have been reclassified from financing activities. Refer to
Note 2, Basis of preparation, within the Consolidated Financial Statements included elsewhere in this report for additional information.
Comparative figures for December 2024 have been reclassified accordingly
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Industrial net financial position
At December 31, 2025 | At December 31, 2024 | |||||||||||
(€ million) | Company | Industrial activities | Financial services | Company | Industrial activities | Financial services | ||||||
Third parties debt (Principal) | (45,318) | (24,616) | (20,702) | (36,609) | (23,499) | (13,110) | ||||||
Capital market(1) | (25,060) | (20,945) | (4,115) | (20,003) | (18,542) | (1,461) | ||||||
Bank debt | (1,931) | (867) | (1,064) | (3,562) | (1,902) | (1,660) | ||||||
Other debt(2) | (15,873) | (362) | (15,511) | (10,488) | (515) | (9,973) | ||||||
Lease liabilities | (2,454) | (2,442) | (12) | (2,556) | (2,540) | (16) | ||||||
Accrued interest and other adjustments(3) | (629) | (533) | (96) | (618) | (572) | (46) | ||||||
Debt with third parties (excluding held for sale) | (45,947) | (25,149) | (20,798) | (37,227) | (24,071) | (13,156) | ||||||
Debt classified as held for sale | — | — | — | (128) | (60) | (68) | ||||||
Debt with third parties including held for sale | (45,947) | (25,149) | (20,798) | (37,355) | (24,131) | (13,224) | ||||||
Intercompany, net(4) | — | 1,756 | (1,756) | — | 1,570 | (1,570) | ||||||
Current financial receivables from jointly-controlled financial services companies(5) | 603 | 603 | — | 674 | 524 | 150 | ||||||
Debt, net of intercompany, and current financial receivables from jointly-controlled financial service companies | (45,344) | (22,790) | (22,554) | (36,681) | (22,037) | (14,644) | ||||||
Derivative financial assets/(liabilities), net and collateral deposits(6) | 181 | 188 | (7) | 222 | 212 | 10 | ||||||
Financial securities(7) | 1,362 | 1,098 | 264 | 4,468 | 4,249 | 219 | ||||||
Cash and cash equivalents | 30,146 | 28,198 | 1,948 | 34,100 | 32,409 | 1,691 | ||||||
Cash and cash equivalents classified as held for sale | — | — | — | 297 | 295 | 2 | ||||||
Net financial position | (13,655) | 6,694 | (20,349) | 2,406 | 15,128 | (12,722) | ||||||
(1) Includes notes issued under the Medium Term Note Program, or MTN Program, and other notes for €22,333 million at December 31,
2025 (€18,228 million at December 31, 2024), Schuldschein for €314 million (€314 million at December 31, 2024) and other financial
instruments issued in financial markets, mainly from South America financial services companies for €2,413 million (€1,461 million at
December 31, 2024)
(2) Includes debt for securitizations programs, for €15,471 million at December 31, 2025 (€9,967 million at December 31, 2024), and other
asset-backed financing, i.e., sales of receivables for which de-recognition is not allowed under IFRS, for €8 million at December 31, 2025
(€49 million at December 31, 2024)
(3) Includes adjustments for purchase accounting and net (accrued)/deferred interest and other amortizing cost adjustments
(4) Net amount between industrial activities entities' financial receivables due from financial services entities (€2,237 million at December
31, 2025 and €2,316 million at December 31, 2024) and industrial activities entities' financial payables due to financial services entities
(€481 million at December 31, 2025 and €746 million at December 31, 2024)
(5) Financial receivables due from Stellantis Financial Services Europe JVs
(6) Fair value of derivative financial instruments (net positive €161 million at December 31, 2025 and net positive €215 million at December
31, 2024) and collateral deposits (€20 million at December 31, 2025 and €7 million at December 31, 2024)
(7) Excludes certain financial securities held pursuant to applicable regulations (€376 million at December 31, 2025 and €264 million at
December 31, 2024) and non-liquid equity investments (€608 million at December 31, 2025 and €692 million at December 31, 2024) and
other non-liquid securities (€203 million at December 31, 2025 and €347 million at December 31, 2024)
The €8.4 billion reduction in Industrial net financial position at December 31, 2025, as compared to December
31, 2024, primarily reflects the negative industrial free cash flow in the period of €4.5 billion, €2.0 billion dividend
distribution and a negative €1 billion foreign exchange translation effect.
Rating Agency updates
In March 2025, S&P revised Stellantis’ issuer credit rating and senior unsecured debt rating from “BBB+” to
“BBB” and changed the outlook from negative to stable.
In May 2025, Moody’s revised Stellantis’ long-term issuer rating and senior unsecured debt rating from “Baa1” to
“Baa2” and changed the outlook from negative to stable.
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In August 2025, S&P affirmed Stellantis’ “BBB” issuer credit rating and senior unsecured debt rating and revised
the outlook from stable to negative.
In October 2025, Moody’s affirmed Stellantis’ “Baa2” long-term issuer rating and senior unsecured debt rating
and revised the outlook from stable to negative.
Refer to Note 33, Subsequent events within the Consolidated Financial Statements included elsewhere in this
report for additional information.
Refer to Note 22, Debt within the Consolidated Financial Statements included elsewhere in this report for
additional information regarding the Company's Capital Resources. Refer to Note 32, Qualitative and quantitative
information on financial risks within the Consolidated Financial Statements included elsewhere in this report for
additional information regarding the Company’s qualitative and quantitative information on financial risks. Refer
to Contractual Obligations, included elsewhere in this report for additional information on the Company’s
significant contractual commitments as at December 31, 2025.
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Risk Management
Risk Management
Risk management activities are an essential business driver to ensure the achievement of Stellantis’ objectives
and the sustainability of its business plan in the medium to long-term. The Company has adopted an integrated
approach aimed at strengthening the awareness, at every level of the organization, that adequate risk
assessment and management can create and preserve value for Stellantis. A structured process has been
implemented to integrate risk identification, assessment, monitoring and mitigation into business practices, and
to provide management with information necessary to take the appropriate decisions for achieving the
Company’s strategic objectives.
Enterprise Risk Management Framework
The Stellantis risk management framework is based on the principles of the 2017 Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) Framework "Enterprise Risk Management (“ERM”) -
Integrating with Strategy and Performance" and of the Dutch Corporate Governance Code.
In alignment with the COSO principles, the Stellantis ERM framework integrates risk management processes into
the management of the Company’s business with the aim of implementing its strategy, improving the
performance and creating long-term value. Additionally, it supports the protection of corporate assets, the
efficiency and effectiveness of business processes, the reliability of financial information and the compliance
with laws and regulations.
The Stellantis ERM framework consists of five key components:
1. ERM Governance Structure
The risk management process is implemented across the whole organization through a governance structure
that involves several committees, regions and business functions, risk owners and ERM to manage business
risks and to define the most effective strategies for their mitigation.
A Global Risk Management Committee (“GRMC”) has been established to provide guidance on strategic risk
management decisions and defines the Company’s risk appetite and is chaired by the Chief Human Resources
Officer. Other members of the GRMC are representatives from the legal, finance, corporate affairs, internal audit,
and risk management. The GRMC provides guidance on the overall strategic risk management decisions.
The ERM team within Stellantis is responsible for designing and updating the enterprise risk framework and
working with business and global functions to support the identification, assessment, monitoring and reporting of
risk exposures and their associated mitigation actions at department level.
2. Strategy Setting and Risk Appetite
The alignment of business objectives with strategy is achieved through Stellantis governance committees which
include Senior Management responsible for supporting risk governance. The management of enterprise risks is
integrated into the strategic plan and business objectives through the GRMC members that are part of the
Stellantis governance committees. In 2025, the Stellantis Leadership Team (“SLT”) supported by governance
committees, is ultimately responsible for risk management programs, providing guidance and direction,
reviewing and approving the overall global enterprise risk assessment results and ensuring accountability for
effectively managing and mitigating significant risks.
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Risk tolerance analysis is supported by the review and monitoring of Key Risk Indicators (“KRIs”). In 2025, status
of risk monitoring and mitigating activities was quarterly assessed and results were regularly reported to GRMC
members and to the Stellantis Leadership Team by the Head of Audit & Compliance. The Board of Directors has
an oversight role over Stellantis’ risk assessment.
Stellantis aligns its risk appetite to its business plan. Risk boundaries are set through Stellantis strategy, Code of
Conduct, budgets and policies. Stellantis objectives are consistent with the organization's risk appetite.
The statement for the Dutch Verklaring Omtrent Risicobeheersing (“VOR”) is consistent with the below disclosure
of Stellantis' risks.
Risk category | Category description | Risk appetite |
Strategic | Risk that may arise from the pursuit of Stellantis’ business plan, from strategic changes in the business environment, and/or from adverse strategic business decisions. | We are prepared to take risks in a responsible way that takes our stakeholders’ interests into account and is consistent with our business plan. |
Operational | Risk relating to internal processes, people and systems or external events (including legal and reputational risks). | We look to mitigate operational risks to the maximum extent based on cost/benefit considerations. |
Financial | Risk relating to uncertainty of return and the potential for financial loss due to financial performance. | We seek capital market and other transactions to strengthen our financial position and finance our operations on a consolidated global basis. |
Compliance | Risk of non-compliance with relevant regulations and laws, internal policies and procedures. | We hold ourselves, as well as our employees, responsible for acting with honesty, integrity and respect, including complying with our Code of Conduct, applicable laws and regulations everywhere we do business. |
3. Enterprise Risk Assessment
The enterprise risk assessment is the assessment of the main risks that may affect the achievement of Stellantis’
strategy and its sustainability despite the risk mitigations in place. This assessment is performed annually to
identify and prioritize the major risks based on their criticality, with a bottom-up approach that leverages on the
departments’ risk assessment results, regular risk trends monitoring and targeted interviews conducted with a
representative range of regional and business function managers. The assessment is further reinforced by
external perspectives gathered through interviews with external stakeholders.
Risk scenarios and evaluation are carried out using likelihood, impact and control effectiveness criteria.
The results of the assessment are consolidated on a risk mapping and then reviewed by executive leaders
before presentation for approval to the SLT and final validation by the Audit Committee.
Fraud risk assessment is aligned with Stellantis’ overall ERM strategy and is integrated into the broader
departmental risk management process to manage potential risks related to fraudulent activities that could harm
Stellantis’ financial health, reputation, and operations. A fraud risk assessment is performed annually to identify
and manage emerging fraud risks. Fraud risk assessment results are communicated to departmental senior
management to ensure proper implementation of mitigation efforts.
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4. Risk Mitigation and Monitoring
Major risks assigned to Stellantis Leadership Team members are detailed in more specific sub-risks and
assigned to sub-risk owners in charge of deploying adequate risk mitigation measures. KRIs have been
established to quantitatively measure and monitor sub-risks exposure in a more predictive way and to facilitate
reporting of risk change. Additionally, an estimated maximum loss (“EML”) is evaluated for specific sub-risks
scenarios to estimate potential financial impact and support the setting of risk appetite. The ERM team monitors
mitigation progress, KRI trends, and EMLs, reporting key developments to the GRMC.
5. Risk Management Integration and Culture Dissemination
Management uses relevant information from both internal and external sources to support the ERM process. To
support the business in pursuing continuous risk management process improvement and to promote a culture
that proactively identify, evaluate and monitor risks, ERM team relies on the support of a compliance champions
network responsible for building or updating annually the risk assessment of their departments and supervising
the relative risk mitigation action plans. Compliance champions attend periodic ERM awareness programs.
Significant Risks Identified and Control Measures
In 2025, results of the annual risk assessment were consolidated into a Stellantis report for review with members
of the GRMC before the presentation of the most significant risks to the Stellantis Leadership Team. Once
validated, results were presented to the Audit Committee, assisting the Board of Directors in their responsibility
for strategic oversight of risk management activities. Control measures and mitigating actions were identified or
enhanced to ensure risks were appropriately addressed.
The list of risks, control measures and mitigating actions presented below is not exhaustive. It reflects the most
significant exposures, the main risks considering the highest impact and likelihood. Compliance, ICT &
Cybersecurity, and Manufacturing risks are also presented in light of their structural importance to Stellantis
regulatory and operating environment, although not assessed in 2025 among the highest exposures. The
sequence in which these risks and mitigating actions are described does not reflect order of importance,
likelihood of occurrence or control measures effectiveness. The statement for the Dutch VOR is consistent with
the below disclosure of Stellantis' risks.
Monitoring of risk mitigating actions and KRI metrics are the responsibility of the ERM team and compliance
champions.
Risk Category | Risk | Risk Description | Control / Mitigating Actions |
Strategic | Transition to Electrification | Main risk factors for transition to electrification include: the evolving nature of the regulatory environment, the higher production costs (and corresponding) prices of EV that could reduce our competitive advantage and result in lower customer appetite and lower profit margin or in a sharp decrease of the automotive market share, the aggressive competition of new players in the EV market that are developing with lower production cost and advanced technological solutions, and the dependence of EV (market) on government policies. | Cost-reduction strategies to make EVs more affordable, including investing in Chinese EV maker Leapmotor Execution of battery/Electric Drive Module roadmap to deliver performance at the right level. Stellantis continuously reassesses its actions and aligns product plans in light of evolving EV regulations, shifting timelines, and market adoption trends. |
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Operational | Supply Chain | Stellantis’ ability to manage critical supplies to prevent production interruptions, and the ability to manage limited availability and increased costs of commodities, energy and transportation. | Actions to mitigate risks related to potential unavailability of raw materials and critical components in the time required by production planning include: •assessment of the end-to-end value chain of supplies to identify possible critical resources; •monitoring of global, political, environmental and economic events, to anticipate or identify those that could lead to supply chain disruption and implement timely mitigating actions; •developing/acquiring technical solutions to reduce dependence on critical raw materials; •monitoring the suppliers’ risk to mitigate disruption due to any kind of failure; and •strategic partnerships to gain access to the latest innovations. |
Compliance | Compliance | The increasing complexity of compliance requirements in different fields (e.g., corporate liability, market regulations, export controls, anti-bribery, emissions and vehicle safety, data privacy, human rights, etc.) puts the organization at risk of noncompliance, that could result in potential fines, increased costs, and reputational damages. | Company governance and regular oversight by top executive management to monitor compliance with laws and regulatory requirements and to promote consistency in approach and process across Stellantis operations. Stellantis Code of Conduct clearly and affirmatively requires employees to report issues of non-compliance. Regular training and frequent communication reinforce the prevention system. “Stellantis Integrity Helpline” program encourages employees, contractors, suppliers and dealers to report any issues that may concern vehicle safety, emissions or regulatory compliance. |
Financial | Geopolitical & Macro- Economic Factors | The exposure to adverse financial conditions such as tariffs, persistent inflation also impacting labor cost, high interest rates, as well as repeated increases and volatility in foreign exchange, raw material and energy prices, could impact Stellantis’ plans and profitability and its financial ability to offset the effects of a major crisis. This risk is increased by geopolitical instabilities, continued protectionism and unavailability of natural resources and energy. | Risk is mitigated through: •natural and financial hedging strategies; •material substitution and circular-economy strategy; •optimization in technical solutions to minimize the use of critical resources or find substitutions; and •constant monitoring of raw material market dynamics and of price trends. |
Strategic | Customer Satisfaction | Delivering an outstanding customer experience and high-quality products/ services is key for Stellantis. A strong focus on quality represents a significant opportunity to strengthen customer satisfaction, protect Stellantis reputation, maintain a competitive position in the market and drive sustainable growth. | Actions to mitigate the impact on customers satisfaction are: •customer surveys/feedback that feed into service improvement programs, including all channels of interface between Stellantis and customers (distribution and reparation network, website); •monitoring of product and service quality metrics; and •executive-level quality responsibility (Head of Quality reporting to the CEO). |
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Operational | Manufacturing | Manufacturing operations manage several factors that can affect its efficiency, including the adaptation of manufacturing capacity to the demand or cost competitiveness. | Mitigating actions under review with the new Strategy definition. |
Operational | Cybersecurity | The growing and evolving threats to digital infrastructure and data security due to global political tensions, international conflicts, and availability of AI-enabled technology may target Stellantis’ systems and lead to significant business disruption, loss of confidential information and competitive know-how, or breaches of data privacy resulting in financial and/or reputational damage. | A cybersecurity program, along with multilayered controls, is in place at Stellantis to identify and mitigate cyber risks emerging from the evolving threat landscape. This program has been developed based on: •a comprehensive and thorough analysis of the potential exposure of critical Company assets, including the information that must be protected and the required security level; •implementation of policies and procedures designed to reduce the risk of attack in the event of a security breach; •plans and procedures established to neutralize threats and address security issues effectively; and •frequent employee awareness campaigns. |
Control measures and comprehensive mitigation actions for key global risks were monitored throughout the year
by Stellantis senior leaders in the regions and business functions, under the oversight of the related global
leaders in an effort to address risks on a timely basis and confirm that the control measures taken were effective
in preventing the risks from materializing. Refer to Risk Factors included elsewhere in this report for additional
information.
Improvements in the overall Stellantis risk management process
We regularly benchmark risk management processes with peer companies and explore opportunities for
improvement, in order to strengthen and improve ERM governance. In 2025, we reinforced our benchmark with
the analysis of top risks reported by our main competitors and by a sample of comparable groups. We also
complemented the quarterly KRIs monitoring with additional qualitative risk trend analysis. External views on
Stellantis risks, gathered through interviews with external stakeholders, who follow our Company closely, were
also reinforcing the annual risk assessment.
We also consistently engage with various levels within our business operations and review our risk monitoring
results in order to identify new risks or additional mitigations.
Risk Factors
We face a variety of risks in our business. The risks and uncertainties described below are not the only ones
facing us. Additional risks and uncertainties that we are unaware of, or that we currently believe to be immaterial,
may also become important factors that affect us.
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Risks Related to Our Business, Strategy and Operations
If our vehicle shipment volumes continue to deteriorate, particularly shipments of pickup trucks and larger sport
utility vehicles in the U.S. market, and overall shipments of vehicles in the European market, our results of
operations and financial condition will suffer.
As is typical for automotive manufacturers, we have significant fixed costs primarily due to our substantial
investment in product development, property, plant and equipment and the requirements of collective
bargaining agreements and other applicable labor relations regulations. As a result, changes in certain vehicle
shipment volumes have a disproportionately large effect on our profitability.
Our profitability in North America, a region which historically contributed a majority of our profits, is particularly
dependent on demand for pickup trucks and larger SUVs. Pickup trucks and larger SUVs have historically been
more profitable than other vehicles and accounted for approximately 84 percent of our total U.S. retail vehicle
shipments in 2025. A shift in consumer demand away from these vehicles within the North America region,
whether as the result of a shift in demand toward competitor vehicles or toward compact and mid-size
passenger cars, which could occur in response to higher fuel prices, lower disposable income due to recession,
higher borrowing costs or other factors, could adversely affect our profitability. For example, U.S. demand for
our vehicles, including pickup trucks and larger SUVs, softened significantly in 2024 which led to elevated
dealer-owned inventory levels and the related impacts on our shipments and pricing negatively affected our
profitability.
In 2025, we generated approximately 38 percent of our Net revenues in the Enlarged Europe region and are
therefore significantly exposed to a downturn in economic conditions in Europe, enhanced competition in the
European vehicle market (particularly, from Chinese OEMs), or a deterioration of the European vehicle market,
each of which impacted our vehicle shipments in that market in 2025.
In addition, we operate with negative working capital, because payments for vehicles are received shortly after
shipment, while payments to suppliers occur later. As a result, in periods in which vehicle shipments decline
materially, we may suffer a significant negative impact on cash flow and liquidity as we continue to pay suppliers
for components purchased in a high-volume environment during a period in which we receive lower proceeds
from vehicle shipments. This timing difference negatively impacted our cash flow and liquidity in 2024 and the
first half of 2025 and could do so again if shipments continue to decline.
If our vehicle shipments decline further due to a downturn in economic conditions, changes in consumer
confidence, geopolitical events, inability to produce sufficient quantities of certain vehicles, enhanced
competition in certain markets, including North America, loss of market share, limited access to financing or
other factors, such decline could have a material adverse effect on our business, financial condition and results
of operations.
Our business may be adversely affected by global financial markets, general economic conditions, enforcement of
government incentive programs, geopolitical volatility and protectionist trade policies, as well as other macro
developments over which we have no control.
With operations worldwide, our business, financial condition and results of operations may be influenced by
macroeconomic factors within the various countries in which we operate, including changes in gross domestic
product, the level of consumer and business confidence, changes in interest rates for, or availability of,
consumer and business credit, the rate of unemployment, foreign currency controls and changes in exchange
rates, as well as geopolitical risks, such as government instability, social unrest, the rise of nationalism and
populism and disputes between sovereign states.
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We are also significantly impacted by tariffs and other barriers to trade imposed between governments in
various regions. For example, there has been a recent and significant increase in tariffs and duties between the
U.S. and its trading partners, including China, Canada, Mexico and the European Union. We import a significant
number of our vehicles and components from outside the U.S., particularly in Canada, Mexico and Italy. We also
manufacture vehicles and components in the U.S. that are exported globally. Disruptions in tariff or duty activity
between our major markets - particularly rapid disruptions - could further increase the cost and negatively
impact the potential availability of raw materials and components, as well as finished vehicles, which in turn
would potentially increase consumer prices, reduce demand for our products and/or make our products less
profitable.
We are also subject to other risks, such as increases in energy and fuel prices and fluctuations in prices of raw
materials, including as a result of tariffs or other protectionist measures, changes to vehicle purchase incentive
programs, and contractions in infrastructure spending in the jurisdictions in which we operate. In addition, these
factors may also have an adverse effect on our ability to improve the utilization of our industrial capacity in some
of the jurisdictions in which we operate. Several of the markets in which we operate have experienced or are
experiencing challenging macroeconomic climates. Consumers have faced and may continue to face
challenging cost inflation and higher fuel prices in particular, negative real wages and higher borrowing rates,
which may continue to contribute to lower sales, particularly in the more profitable segments of our product mix.
Unfavorable developments in any one or a combination of these risks (which may vary from country to country)
could have a material adverse effect on our business, financial condition and results of operations and on our
ability to execute planned strategies. For further discussion of risks related to the automotive industry, refer to
the section “Risk Factors—Risks Related to the Industry in which We Operate” for additional information.
We are subject to risks relating to geopolitical volatility and instability. For example, as a result of ongoing global
conflicts, we may be subject to supply chain disruptions, energy and logistics cost inflation or other adverse
impacts from increased global instability.
Unfavorable developments in our relationships with governments, or a reduction in government incentives, in the
markets in which we operate could also have a material adverse effect on our business, financial condition and
results of operations. For example, in Brazil, we have historically received certain tax benefits and other
government grants, that favorably affected our results of operations which will expire at the end of 2032.
Expiration of these tax benefits and government grants or any change in the amount of such tax benefits or
government grants could have a material adverse effect on our business, financial condition and results of
operations.
We are also subject to other risks inherent to operating globally. For a discussion of certain tax-related risks
related to our operating globally, refer to the section “Risk Factors—Risks Related to Taxation—We and our
subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such laws or
treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting
shares. In addition, the interpretation of these laws and treaties is subject to challenge by the relevant
governmental authorities” for additional information. European developments in data and digital taxation may
also negatively affect some of our autonomous driving and infotainment connected services. Unfavorable
developments in any one or a combination of these risk areas (which may vary from country to country) could
have a material adverse effect on our business, financial condition and results of operations and on our ability to
execute planned strategies.
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Our future performance depends on our ability to accurately predict demand, and effectively compete, in the
market for electrified vehicles.
Our financial condition and results of operations depend significantly on our ability to successfully align the
development and delivery of BEV, hybrid vehicles and ICE vehicles with consumer demand, which may vary by
region. For example, an over-estimation of the pace of the energy transition led us to recognize significant
charges in 2025 related to the cancellation of certain BEV programs, the impairment of certain platforms and
actions to resize our EV supply chain. A failure to accurately project the demand for these vehicles going
forward could have additional materially negative impacts on our business, financial condition and results of
operations.
BEVs are significantly more expensive than ICE vehicles and an economic slowdown or an increase in inflation
would put additional pressure on customers’ spending, particularly impacting more expensive vehicles. At the
same time, the increased availability of BEVs and hybrids has fueled highly competitive pricing among
automakers, especially in markets where we compete with Chinese OEMs. Moreover, our investments in
Leapmotor and LPMI, to distribute Leapmotor‑branded vehicles outside of China, may not significantly improve
our ability to develop and sell BEVs that are competitive with those of our peers.
In addition, we face challenges in developing BEVs with vehicle range, battery energy density and other new
technologies that successfully compete with our peers and technological capabilities acquired through costly
investment may prove short-lived if, for example, technology and vehicle capability progresses more quickly
than expected. As the market for BEVs grows, there may also be increased opportunities for our competitors,
including new entrants, such as non-OEM startup technology companies that may enter into alliances with our
competitors, as well as startup OEMs, to obtain market share by introducing disruptive solutions that are
attractive to consumers. Our competitors’ integration with non-OEM startup technology companies or the
emergence of new significant OEM competitors could have a material adverse effect on our business, financial
condition and results of operations. In particular, a number of Chinese OEMs have rapidly developed
technological and manufacturing capability in BEVs in several of our key markets. See “The automotive industry
is highly competitive and cyclical, and we may suffer from those factors more than some of our competitors”.
Our ability to profitably sell BEVs is also dependent on the development and implementation of government
policies that support electrification in the markets in which we operate. If governments in the markets in which
we operate do not establish and maintain policies that support electrification, including incentives that support
consumer affordability and awareness, development of charging infrastructure and strengthening of the battery
supply chain, this could have a material adverse effect on our business, financial condition and results of
operations. Governments have recently chosen, and additional governments may choose in the future, to dilute
or eliminate supportive policies or delay electrification targets. For example, on September 30, 2025, tax credits
for the purchase of electric vehicles in the U.S. expired and have not been renewed, which is reducing
consumer appetite for BEVs in the U.S. Changing government policies may make it more difficult to plan future
investments, particularly when such policy changes result in policy divergence among governments.
Our future performance depends on our ability to offer innovative, attractive and relevant products.
Our success depends on, among other things, our ability to develop innovative, high-quality products that are
attractive to consumers and provide adequate profitability. We may not be able to effectively compete with other
automakers with regard to trends in the industry, including autonomous driving, connected vehicles and artificial
intelligence.
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In addition, our portfolio renewal efforts have suffered delays in recent periods which has adversely affected our
shipments and sales, particularly in North America and Enlarged Europe. If we are unable to introduce new or
significantly refreshed vehicles in a timely manner, our shipments, sales and market share will experience
additional adverse impacts.
Further, as a result of the extended product development cycle and inherent difficulty in predicting consumer
acceptance, a vehicle that is expected to be attractive may not generate sales in sufficient quantities and at high
enough prices to be profitable. It can take several years to design and develop a new vehicle, and a number of
factors may lengthen that schedule. For example, if we determine that a safety or emissions defect, mechanical
defect or non-compliance with regulation exists with respect to a vehicle model prior to retail launch, the launch
of such vehicle could be delayed until we remedy the defect or non-compliance. Various elements may also
contribute to consumers’ acceptance of new vehicle designs, including competitors’ product introductions, fuel
prices, general economic conditions, government regulations and changes in consumer preferences. In
addition, vehicles we develop in order to comply with government regulations, particularly those related to fuel
efficiency, greenhouse gas and tailpipe emissions standards, may not be attractive to consumers or may not
generate sales in sufficient quantities and at high enough prices to be profitable. If these vehicles do not
generate sales in sufficient quantities and at prices that are sufficiently profitable, it could have a materially
adverse effect on our business, financial condition and results of operations. Refer to “Risks Related to the
Industry in which We Operate – The automotive industry is highly competitive and cyclical, and we may suffer
from those factors more than our competitors” for additional information.
In certain cases, the technologies that we plan to employ are not yet commercially practical and depend on
significant future technological advances by us, our partners and suppliers. These advances may not occur in a
timely or feasible manner, we may not obtain rights to use these technologies and the funds that we have
budgeted or expended for these purposes may not be adequate. Further, our competitors and others are
pursuing similar and other competing technologies, and they may acquire and implement similar or superior
technologies sooner than we will or on an exclusive basis or at a significant cost advantage. Even where we are
able to develop competitive technologies, we may not be able to profit from such developments as anticipated.
If we fail to develop products that contain desirable technologies and are attractive to and accepted by
consumers, the residual value of our vehicles could be negatively impacted. In addition, the increasing pace of
inclusion of new innovations and technologies in our competitors’ vehicles could also negatively impact the
residual value of our vehicles. A deterioration in residual value could increase the cost that consumers pay to
lease our vehicles, increase the amount of subvention payments that we make to support our leasing programs
and negatively impact our captive finance companies.
A significant malfunction, disruption or security breach compromising the operation of our information technology
systems could damage our reputation, disrupt our business and adversely impact our ability to compete.
Our ability to keep our business operating effectively depends on the functional and efficient operation of our
information, data processing and telecommunications systems, including our vehicle design, manufacturing,
inventory tracking and billing and payment systems, as well as other central information systems and
applications, employee workstations and other IT equipment. Our vehicles are also increasingly connected to
external cloud-based systems while our industrial facilities have become more computerized. Our systems are
susceptible to cybercrime and are regularly the target of threats from third parties, which have become
increasingly sophisticated, including through the use of social engineering, artificial intelligence and machine
learning. Although the Company expects the use of hybrid-work arrangements to gradually decrease, a
substantial number of personnel continue to follow a hybrid‑work model that relies on remote networking and
online conferencing tools, which exposes us to additional cybersecurity risks.
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A significant or large-scale malfunction or interruption of any one of our computer or data processing systems,
including through the exploitation of a weakness in our systems or the systems of our suppliers or service
providers, could have a material adverse effect on our ability to manage and keep our manufacturing and other
operations running effectively, and may damage our reputation. For example, in 2025 we detected unauthorized
access to a third-party service provider’s platform that supports our North American customer service
operations. In that instance, the affected platform did not store financial or sensitive personal information. The
computer systems of several of our suppliers and service providers have also been the subject of unauthorized
access in many other instances. To-date we have not been materially impacted by these events. A malfunction
or security breach that results in a wide or sustained disruption to our business could have a material adverse
effect on our business, financial condition and results of operations.
In addition to supporting our operations, our systems collect and store confidential and sensitive data, including
information about our business, consumers and employees. As technology continues to evolve, and as we
execute our global data-as-a-service strategy, it is expected that we will collect and store even more data in the
future and that our systems will increasingly use remote communication features that are sensitive to both willful
and unintentional security breaches. Much of our value is derived from our confidential business information,
including vehicle design, proprietary technology and trade secrets, and to the extent the confidentiality of such
information is compromised, we may lose our competitive advantage and our vehicle shipments may suffer. We
also collect, retain and use personal information, including data gathered from consumers for product
development and marketing purposes, and data obtained from employees.
Many jurisdictions in which we operate have enacted laws and regulations governing the collection, use, and
protection of personal data. These requirements, and the penalties for noncompliance, have become
increasingly stringent. A material security breach that permits unauthorized access to personal information, or
other material noncompliance with applicable regulations, could expose us to litigation, fines, and other
regulatory enforcement actions. Such events could materially and adversely affect our business, financial
condition, and results of operations. In addition, compliance with newly adopted data protection regulations may
result in significant costs or necessitate changes to our business practices that could have a material adverse
impact on our operations and financial performance.
Our reputation could also suffer in the event of a data breach, which could cause consumers to purchase their
vehicles from our competitors. Ultimately, any significant compromise in the integrity of our data security could
have a material adverse effect on our business, financial condition and results of operations.
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A significant security breach compromising the electronic control systems contained in our vehicles could damage
our reputation, disrupt our business and adversely impact our ability to compete.
Our vehicles, as well as vehicles manufactured by other OEMs, contain complex systems that control various
vehicle processes including engine, transmission, safety, steering, brakes, window and door lock functions.
These electronic control systems, which are increasingly connected to external cloud-based systems, are
susceptible to cybercrime, including threats of intentional disruptions, loss of control over the vehicle, loss of
functionality or services and theft of personal information. These disruptions are likely to increase in terms of
sophistication and frequency as the level of connectivity and autonomy in our vehicles increases. Legal
requirements that mandate third party access to vehicle systems, including “right to repair” laws, may also
increase the risk of these disruptions. In addition, we may rely on third parties for connectivity and automation
technology and services, including for the collection of our customers’ data. These third parties could unlawfully
resell or otherwise misuse such information, or suffer data breaches. A significant malfunction, disruption or
security breach compromising the electronic control systems contained in our vehicles could damage our
reputation, expose us to significant liability and could have a material adverse effect on our business, financial
condition and results of operations.
Our success largely depends on the ability of our management team to operate and manage effectively and our
ability to attract and retain experienced management and employees.
Our success largely depends on the ability of our senior executives and other members of management to
effectively manage the Company and individual areas of the business. In June 2025, we announced the
appointment of Antonio Filosa as Chief Executive Officer and the appointment of a new leadership team. Our
management team is critical to the execution of our direction and the implementation of our strategies. We may
not be able to replace these individuals with persons of equivalent experience and capabilities. Attracting and
retaining qualified and experienced personnel in each of our regions, including in areas such as design and
software, is critical to our competitive position in the automotive industry. If we are unable to find adequate
replacements or to attract, retain and incentivize senior executives, other key employees or new qualified
personnel, it could have a material adverse effect on our business, financial condition and results of operations.
Labor laws and collective bargaining agreements with our labor unions could impact our ability to increase the
efficiency of our operations, and we may be subject to work stoppages in the event we are unable to agree on
collective bargaining agreement terms or have other disagreements.
Substantially all of our production employees are represented by trade unions, covered by collective bargaining
agreements or protected by applicable labor relations regulations that may restrict our ability to modify
operations and reduce personnel costs quickly in response to changes in market conditions and demand for our
products. These and other provisions in our collective bargaining agreements may impede our ability to
restructure our business successfully in order to compete more effectively, especially with automakers whose
employees are not represented by trade unions or are subject to less stringent regulations, which could have a
material adverse effect on our business, financial condition and results of operations.
We may also be subject to work stoppages in the event that we and our labor unions are unable to agree on
collective bargaining agreement terms or have other disagreements. Any future work stoppages could have a
material adverse effect on our business, financial condition and results of operations.
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Our reliance on partnerships in order to offer consumers and dealers financing and leasing services in certain
markets could adversely affect our vehicle sales.
Unlike many of our competitors, we do not own and operate a 100 percent owned finance company dedicated
solely to our vehicle operations in the majority of key markets in Europe and Asia (excluding China). We have
instead partnered with large international banks through joint ventures or commercial agreements, in order to
provide financing to our dealers and retail consumers. Our lack of a fully operational100 percent owned finance
company in these key markets may increase the risk that our dealers and retail customers will not have access
to sufficient financing on acceptable terms, which may adversely affect our vehicle sales in the future.
Furthermore, many of our competitors are better able to implement financing programs designed to maximize
vehicle sales in a manner that optimizes profitability for them and their finance companies on an aggregate
basis. Since our ability to compete depends on access to appropriate sources of financing for dealers and retail
consumers, our reliance on partnerships in those markets could have a material adverse effect on our business,
financial condition and results of operations.
Potential capital constraints may impair the financial services providers’ ability to provide competitive financing
products to our dealers and retail consumers. For example, any financial services provider will face other
demands on its capital, including the need or desire to satisfy funding requirements for dealers or consumers of
our competitors as well as liquidity issues relating to other investments. Furthermore, they may be subject to
regulatory changes that may increase their cost of capital or capital requirements.
To the extent that a financial services provider is unable or unwilling to provide sufficient financing at competitive
rates to our dealers and retail consumers, such dealers and retail consumers may not have sufficient access to
financing to purchase or lease vehicles. As a result, our vehicle sales and market share may suffer, which could
have a material adverse effect on our business, financial condition and results of operations.
Our financial services companies subject us to the risks inherent in that business.
We provide a range of financial services, including retail loans, leases and floorplan leasing to consumers and
dealers, through joint ventures or 100 percent owned subsidiaries in the key markets where we operate. These
financial services companies, particularly our 100 percent owned captive finance companies in Brazil, China
and the U.S., subject us to the risks inherent in that business. These risks include reliance on debt markets and
asset-backed financing transactions in order to provide the capital necessary to support their financing
programs. Our financial services companies may be unable to access debt markets on acceptable terms,
including due to market disruption, market volatility or perceived creditworthiness, or may be unable to originate
sufficient receivables required in order to execute asset-backed financings.
The loans and leases originated by our financial services companies are subject to credit risk, which in turn is
heavily influenced by economic conditions including inflation, interest rates and unemployment levels. The retail
customers as well as dealer customers of our financial services companies may default during the term of their
loans or leases. Generally, our financial services companies bear a substantial risk of losses resulting from
defaults. In the event of a default, the value of the financed vehicle, or in the case of a commercial customer, the
value of the inventory and other commercial assets we finance usually do not cover the outstanding amount due
to us plus the costs of recovery and asset disposition.
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In addition, our financial services companies rely on information from applicants and third party service
providers when underwriting the loans and leases they originate and could experience increased credit risk if
the information they receive is intentionally or negligently misrepresented. Our financial services companies
must also project the expected residual values for the vehicles they lease and the actual proceeds received
from the sale of those vehicles at lease termination may be lower than the amount projected due to unforeseen
changes in market conditions for specific vehicle types or models, or industry-wide. For example, the elimination
of the tax credits related to the purchase or lease of electric vehicles in the OBBB is currently impacting the
market prices of used electric vehicles in the U.S. which, in turn, could negatively impact the forecasted residual
value for EVs at the end of their lease term.
Our financial services companies are also subject to significant regulation by governmental authorities in the
markets where they operate, which may impose significant costs and restrictions on their business. The market
for automotive financing is highly competitive, and we compete with a variety of lenders, including banks, credit
unions, independent finance companies and other captive automotive finance subsidiaries. Some of the
competitors of our 100 percent owned captive finance companies have larger and more competitive sources of
funds and are able to offer a wider variety of products to customers, which may enable them to compete more
effectively.
If our financial services companies are unable to manage these risks effectively, it could have a material adverse
effect on our business, financial condition and results of operations.
Risks Related to the Industry in which We Operate
We face risks associated with increases in costs, disruptions of supply or shortages of raw materials, parts,
components and systems used in our vehicles.
We use a variety of raw materials in our business, including steel, aluminum, lead, polymers, elastomers, resin
and copper, and precious metals such as platinum, palladium and rhodium, as well as electricity and natural
gas. Substantial increases in the prices for the raw materials and components used in our vehicles will increase
our operating costs and could reduce profitability if the increased costs cannot be offset by higher vehicle
prices or productivity gains. In particular, certain raw materials, such as those needed in catalytic converters
and lithium-ion batteries, and components, such as semiconductors, are sourced from a limited number of
suppliers and from a limited number of countries. From time to time these may be susceptible to supply
shortages or disruptions. For example, in 2025, the automotive industry faced semiconductor shortages in
connection with the temporary imposition of export controls on Nexperia, a semiconductor manufacturer based
in the Netherlands and owned by a Chinese parent company. In addition, our industrial efficiency will depend in
part on the optimization of the raw materials and components used in the manufacturing processes. If we fail to
optimize these processes, we may face increased production costs.
We are also exposed to the risk of price fluctuations and supply disruptions and shortages, including due to
supplier disputes, particularly with regard to warranty recovery claims, supplier financial distress, tight credit
markets, trade restrictions, tariffs, natural or man-made disasters, epidemics or pandemics of diseases, or
production difficulties. Inflation has resulted in increased wages, fuel, freight and other costs and this trend may
continue. We may also be exposed to an increased risk of supply disruptions or shortages during the transition
of sourcing relationships as we continue to implement our best cost country sourcing strategy. To the extent we
are unable to recoup related cost increases through pricing actions, our profits will decrease. In addition, even if
we are able to increase prices, there may be a time lag between our cost increases and price adjustments,
which may cause volatility in our earnings and cash flows. To the extent such inflation continues, increases, or
both, it may reduce our margins and have a material adverse effect on our financial performance.
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It is not possible to guarantee that we will be able to maintain arrangements with suppliers that assure access to
critical raw materials and components at reasonable prices in the future. Further, trade restrictions and tariffs
may be imposed, leading to increases in the cost of raw materials, parts, components and systems and delayed
or limited access to purchases of raw materials and components, each of which could have a material adverse
effect on our business, financial condition and results of operations.
Any interruption in the supply or any increase in the cost of raw materials, parts, components and systems could
negatively impact our ability to achieve our vehicle shipment objectives and profitability and delay commercial
launches. The potential impact of an interruption is particularly high in instances where a part or component is
sourced exclusively from a single supplier. Long-term interruptions in the supply of raw materials, parts,
components and systems may result in a material impact on vehicle production, vehicle shipment objectives,
and profitability. Cost increases which cannot be recouped through increases in vehicle prices, or countered by
productivity gains, could have a material adverse effect on our business, financial condition and results of
operations. This risk can increase during periods of economic uncertainty such as the crisis that resulted from
the outbreak of COVID-19, as a result of regional economic disruptions such as that experienced in South
America due to the deterioration in Argentina’s economic condition, the Russia-Ukraine conflict beginning in
2022 or the increasing trade protectionism and barriers experienced in 2025.
The automotive industry is highly competitive and cyclical, and we may suffer from those factors more than some
of our competitors.
Substantially all of our revenues are generated in the automotive industry, which is highly competitive and
cyclical, encompassing the production and distribution of passenger cars, light commercial vehicles and
components and systems. We face competition from other international passenger car and light commercial
vehicle manufacturers and distributors and components suppliers in Europe, North America, Latin America, the
Middle East, Africa and the Asia Pacific region. These markets are all highly competitive in terms of product
quality, innovation, the introduction of new technologies, response to new regulatory requirements, pricing, fuel
economy, reliability, safety, consumer service and financial or software services offered. Some of our
competitors are also better capitalized than we are and command larger market shares, which may enable them
to compete more effectively in these markets. In addition, we are exposed to the risk of new entrants in the
automotive market, which may have technological, marketing and other capabilities, or financial resources, that
are superior to ours and of other traditional automobile manufacturers and may disrupt the industry in a way that
is detrimental to us. In particular, we are exposed to risks from non-OEM startup technology companies that may
enter into alliances with our competitors and enable them to introduce disruptive solutions, as well as risks from
startup OEMs that have emerged in recent years as a result of the increased flow of capital toward potentially
disruptive OEMs. Increased competition in our key U.S. pickup truck market may be particularly harmful to us.
If our competitors are able to successfully integrate with one another or enter into significant partnerships with
non-OEM technology companies, or if new competitors emerge as a result of the increased flow of capital
toward potentially disruptive OEMs, and we are not able to adapt effectively to increased competition, our
competitors’ integration or the emergence of new significant competitors could have a material adverse effect on
our business, financial condition and results of operations.
Our business, financial condition and results of operations may also experience a material adverse impact from
the further expansion of Chinese OEMs into non-Chinese markets and the increased competition derived from
this expansion, given the lower costs of production for Chinese OEMs. Our business, financial condition and
results of operations could experience a material adverse impact from the continued import of lower-cost EVs
from China and we may be unable to effectively compete on price with such vehicles.
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In the automotive business, sales to consumers and fleet customers are cyclical and subject to changes in the
general condition of the economy, the readiness of consumers and fleet customers to buy and their ability to
obtain financing, as well as the possible introduction of measures by governments to stimulate demand,
particularly related to new technologies (for example, technologies related to compliance with evolving
emissions regulations). Refer to the section “— Our business may be adversely affected by global financial
markets, general economic conditions, enforcement of government incentive programs, and geopolitical
volatility as well as other macro developments over which we have little or no control” for additional information.
The automotive industry is characterized by the constant renewal of product offerings through frequent launches
of new models and the incorporation of new technologies in those models. As a result, a failure to consistently
develop and incorporate new technological features or software functionality in our vehicles could have a
material adverse effect on our business, financial condition and results of operations. See “- Risks Related to Our
Business, Strategy and Operations - Our future performance depends on our ability to offer innovative, attractive
and relevant products.” for additional information
Intense competition, excess global manufacturing capacity and the proliferation of new products introduced in
key segments is expected to continue to put downward pressure on inflation-adjusted vehicle prices and
contribute to a challenging pricing environment in the automotive industry for the foreseeable future. In the event
that industry shipments decrease and overcapacity intensifies further, our competitors may attempt to make their
vehicles more attractive or less expensive to consumers by adding vehicle enhancements, providing subsidized
financing or leasing programs, or by reducing vehicle prices whether directly or by offering option package
discounts, price rebates or other sales incentives in certain markets. Manufacturers in countries that have lower
production costs may also choose to export lower-cost automobiles to more established markets. In addition,
our profitability depends in part on our ability to adjust pricing to reflect increasing technological costs (refer to
the section “—Our future performance depends on our ability to offer innovative, attractive and fuel efficient
products” for additional information). An increase in any of these risks could have a material adverse effect on
our business, financial condition and results of operations.
Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and a
substantial increase in interest rates could adversely affect our business.
In response to the global inflationary surge that began in the first half of 2022, central banks in several markets
aggressively increased interest rates, which have been reflected in interest rates across credit markets,
including consumer credit. While central bank rates began to decrease in 2024, interest rates have remained
high and future trends in the cost of consumer credit remain unclear. More expensive vehicle financing may
make our vehicles less affordable to retail consumers or steer consumers to less expensive vehicles that would
be less profitable for us, adversely affecting our financial condition and results of operations. Additionally, if
consumer interest rates were to rise substantially or if financial service providers tighten lending standards or
restrict their lending to certain classes of credit, consumers may not desire or be able to obtain financing to
purchase or lease our vehicles. Although inflation is abating and central banks have been lowering interest
rates, elevated consumer credit rates may remain in place in the medium-term. As a result, if consumer interest
rates remain or increase further, or lending standards tighten, we may experience a material adverse effect on
our business, financial condition and results of operations.
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We are subject to risks related to natural and industrial disasters, terrorist attacks, pandemics and climatic or
other catastrophic events.
Our production facilities and storage facilities for finished vehicles, as well as the production and storage
facilities of our key suppliers, are subject to risks related to natural disasters, climatic events, which have
become increasingly severe and frequent due to climate change, and environmental disasters and other events
beyond our control, such as power loss and uncertainties arising out of armed conflicts or terrorist attacks. We
are also subject to risks related to the impact of pandemics, such as government-imposed quarantines, travel
restrictions, “stay-at-home” orders and similar mandates for many individuals to substantially restrict daily
activities and for businesses to curtail or cease normal operations. Any catastrophic loss, significant damage or
significant government restriction applicable to any of our facilities would likely disrupt our operations, delay
production, and adversely affect our product development schedules, shipments and revenue.
In the last decade, seismic events affecting industrialized countries have demonstrated the risk of potential
property damage and business interruption that we are exposed to as a result of our global manufacturing
footprint. We are also exposed to industrial flood risk, with a number of our production sites identified by our
industrial flood risk assessment as potentially exposed to flood risk. Conversely, our production may be
negatively impacted by a lack of water supply in water-stressed areas. The occurrence of a major incident at a
single manufacturing site could compromise the production and sale of several hundred thousand vehicles. In
addition, any such catastrophic loss or significant damage could result in significant expense to repair or
replace the facility and could significantly curtail our research and development efforts in the affected area,
which could have a material adverse consequence on our business, financial condition and results of
operations. Our suppliers are similarly exposed to a potential catastrophic loss or significant damage to their
facilities, and any such loss or significant damage to a key supplier’s manufacturing facilities could disrupt our
operations, delay production, and adversely affect our product development schedules, shipments and revenue.
Measures taken to protect against climate change, and limit the impact of catastrophic climate events, such as
implementing an energy management plan, which sets out steps to reuse lost heat from industrial processes,
making plants more compact and reducing logistics-related CO2 emissions, as well as using renewable energy,
may also lead to increased capital expenditures.
The extent to which any future pandemic may impact our results is inherently uncertain and unpredictable, but
will be significantly influenced by the scale, duration, severity and geographic reach of the pandemic, the length
and severity of any restrictions on business and individuals, the impact of any related temporary or permanent
behavioral change, including with respect to remote work, and the impact of any governmental actions taken to
mitigate the pandemic’s impact.
We are subject to risks associated with exchange rate fluctuations, interest rate changes and credit risk.
We operate in numerous markets worldwide and are exposed to risks stemming from fluctuations in currency
and interest rates. The exposure to currency risk is mainly linked to differences in the geographic distribution of
our manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies
different from those of purchases or production activities.
Additionally, a significant portion of our operating cash flow is generated in U.S. Dollars and, although a portion
of our debt is denominated in U.S. Dollars, the majority of our indebtedness is denominated in Euro.
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We use various forms of financing to cover funding requirements for our activities. Moreover, liquidity for
industrial activities is principally invested in variable and fixed rate or short-term financial instruments. Our
financial services businesses normally operate a matching policy to offset the impact of differences in rates of
interest on the financed portfolio and related liabilities. Nevertheless, changes in interest rates can affect our net
revenues, finance costs and margins.
In addition, although we manage risks associated with fluctuations in currency and interest rates through
financial hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on
our business, financial condition and results of operations.
Our financial services activities are also subject to the risk of insolvency of dealers and retail consumers and this
risk is expected to increase with the establishment of our U.S. captive financial service company. Despite our
efforts to mitigate such risks through the credit approval policies applied to dealers and retail consumers, we
may not be able to successfully mitigate such risks.
Risks Related to the Legal and Regulatory Environment in which We Operate
Current and more stringent future or incremental laws, regulations and governmental policies, including those
regarding increased fuel efficiency requirements and reduced greenhouse gas and tailpipe emissions, have a
significant effect on how we do business and may result in additional liabilities and negatively affect our
operations and results.
As we seek to comply with government regulations, particularly those related to vehicle safety, fuel efficiency,
and greenhouse gas and tailpipe emissions standards, we must devote significant financial and management
resources, as well as vehicle engineering and design attention, to these legal requirements. For example, we
have made significant investments, including through joint ventures, to secure the supply of batteries that are a
critical requirement to support our fuel efficiency and greenhouse gas compliance plans. In addition,
government regulations are not harmonized across jurisdictions and the regulations and their interpretations may
be subject to change on short notice.
A failure to comply with applicable emissions standards may lead to significant fines, vehicle recalls, the
suspension of sales and third-party claims and may adversely affect our reputation. We are particularly exposed
to this risk in markets where regulations on fuel consumption and emissions are very stringent, particularly in
Europe. In addition, the harmful effects of atmospheric pollutants and greenhouse gases, on ecosystems and
human health have become an area of major public concern and media attention. As a result, we may suffer
significant adverse reputational consequences, in addition to penalties, in the event of non-compliance with
applicable regulations.
The number and scope of regulatory requirements, along with the costs associated with compliance, are
expected to increase significantly in the future, particularly with respect to vehicle emissions. These costs could
be difficult to pass through to consumers, particularly if consumers are not prepared to pay more for lower-
emission vehicles. For a further discussion of the regulations applicable to us, refer to “STELLANTIS OVERVIEW
—Environmental and Other Regulatory Matters” included elsewhere in this report for additional information. The
increased cost of producing lower-emitting vehicles may lead to lower margins and/or lower volumes of vehicles
sold. Given the significant portion of our sales in Europe, our vehicles are particularly exposed to regulatory
changes, which may have a serious impact on the number of cars we sell in this region and therefore on our
profitability.
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Greenhouse gas emissions standards also apply to our production facilities in several jurisdictions in which we
operate, which may require investments to upgrade facilities and increase operating costs. In addition, a failure
to decrease the energy consumption of plants may lead to penalties, each of which may adversely affect our
profitability.
Our production facilities are also subject to a broad range of additional requirements governing environmental,
health and safety matters, including those relating to registration, use, storage and disposal of hazardous
materials and discharges to water and air (including emissions of sulfur oxide, nitrogen oxide, volatile organic
compounds and other pollutants). A failure to comply with such requirements, or additional requirements
imposed in the future, may result in substantial penalties, claims and liabilities which could have a material
adverse effect on our business, financial condition and results of operations. We may also incur substantial
cleanup costs and third-party claims as a result of environmental impacts that may be associated with our
current or former properties or operations.
Furthermore, some of our competitors may be capable of responding more swiftly to increased regulatory
requirements, or may bear lower compliance costs, thereby strengthening their competitive position compared
to ours. Refer to the section “The automotive industry is highly competitive and cyclical, and we may suffer from
those factors more than some of our competitors” for additional information.
Most of our suppliers face similar environmental requirements and constraints. A failure by our suppliers to meet
applicable environmental laws or regulations may lead to a disruption of our supply chain or an increase in the
cost of raw materials, parts, components and systems used in production and could have a material adverse
effect on our business, financial condition and results of operations.
We remain subject to ongoing diesel emissions investigations by several governmental agencies and to a number
of related private lawsuits, which may lead to further claims, lawsuits and enforcement actions, and result in
additional penalties, settlements or damage awards and may also adversely affect our reputation with consumers.
We are subject to a number of European governmental inquiries relating to diesel emissions, as well as related
private lawsuits. For more information regarding these governmental inquiries and private lawsuits, refer to
“Legal Proceedings” included elsewhere in this report for additional information. The results of these unresolved
governmental inquiries and private lawsuits cannot be predicted at this time and these inquiries and litigation
may lead to further enforcement actions, penalties or damage awards, any of which may have a material
adverse effect on our business, financial condition and results of operations. It is also possible that these matters
and their ultimate resolution may adversely affect our reputation with consumers, which may negatively impact
demand for our vehicles and consequently could have a material adverse effect on our business, financial
condition and results of operations.
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Our business operations and reputation may be impacted by various types of claims, lawsuits, and other
contingencies.
We are involved in various disputes, claims, lawsuits, investigations and other legal proceedings relating to
several matters, including product liability, warranty, vehicle safety, emissions and fuel economy, product
performance, asbestos, personal injury, dealers, suppliers and other contractual relationships, alleged violations
of law, environment, securities, labor, antitrust, intellectual property, tax and other matters. We estimate such
potential claims and contingent liabilities and, where appropriate, record provisions to address these contingent
liabilities. The ultimate outcome of the legal proceedings pending against us is uncertain, and such proceedings
could have a material adverse effect on our financial condition or results of operations. Furthermore, additional
facts may come to light or we could, in the future, be subject to judgments or enter into settlements of lawsuits
and claims that could have a material adverse effect on our business, financial condition and results of
operations. While we maintain insurance coverage with respect to certain claims, not all claims or potential
losses can be covered by insurance, and even if claims could be covered by insurance, we may not be able to
obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide
adequate coverage against any such claims. Further, publicity regarding such investigations and lawsuits,
whether or not they have merit, may adversely affect our reputation and the perception of our vehicles with retail
customers, which may adversely affect demand for our vehicles, and have a material adverse effect on our
business, financial condition and results of operations.
For example, litigation initiated by GM against FCA US, FCA N.V., now Stellantis N.V., and certain individuals, is
on-going, claiming violations of the RICO Act, unfair competition and civil conspiracy in connection with
allegations that FCA US made payments to UAW officials that corrupted the bargaining process with the UAW
and as a result FCA US enjoyed unfair labor costs and operational advantages that caused harm to GM. GM
also claimed that FCA US had made concessions to the UAW in collective bargaining, that the UAW was then
able to extract from GM through pattern bargaining, which increased costs to GM. For more information
regarding this litigation, refer to “Legal Proceedings” elsewhere in this report for additional information.
In addition, we and other Brazilian taxpayers have significant disputes with the Brazilian tax authorities including
recent disputes challenging the methodology utilized to calculate domestic tax incentives and the ability to
optimize the realization of accumulated tax credits. We believe that it is more likely than not that there will be no
significant impact from these disputes. However, given the current economic conditions and uncertainty in
Brazil, new tax laws or more significant changes such as tax reform may be introduced and enacted. Changes
to the application of existing tax laws may also occur or the realization of accumulated tax benefits may be
limited, delayed or denied. Any of these events could have a material adverse effect on our business, financial
condition and results of operations.
For additional risks regarding certain proceedings, refer to the section “We remain subject to ongoing diesel
emissions investigations by several governmental agencies and to a number of related private lawsuits, which
may lead to further claims, lawsuits and enforcement actions, and result in additional penalties, settlements or
damage awards and may also adversely affect our reputation with consumers” for additional information.
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We face risks related to quality and vehicle safety issues, which could lead to product recalls and warranty
obligations that may result in direct costs, and any resulting loss of vehicle sales could have material adverse
effects on our business.
Our performance is, in part, dependent on complying with quality and safety standards, meeting customer
expectations and maintaining our reputation for designing, building and selling safe, high-quality vehicles. Given
the global nature of our business, these standards and expectations may vary according to the markets in which
we operate. For example, vehicle safety standards imposed by regulations are increasingly stringent. In
addition, consumers’ focus on vehicle safety may increase further with the advent of autonomous and connected
cars. If we fail to meet or adhere to required vehicle safety standards, we may face penalties, become subject to
other claims or liabilities or be required to recall vehicles.
We are also obligated under the terms of our warranty agreements to make repairs or replace parts in our
vehicles at our expense for a specified period of time. These factors, including any failure rate that exceeds our
assumptions, could have a material adverse effect on our business, financial condition and results of operations.
For example, during the second half of 2025, we recognized a €5.3 billion expense due to a change in estimate
for contractual warranty provisions, resulting from the reassessment of the estimation process, taking into
account recent increases in cost inflation and a deterioration in quality, as a result of operational choices that did
not deliver the expected quality performance.
In 2025, we decided to recall approximately 13.4 million vehicles. Recall costs substantially depend on the
nature of the remedy and the number of vehicles affected and may arise many years after a vehicle’s sale.
Product recalls may also harm our reputation, force us to halt the sale of certain vehicles and cause consumers
to question the safety or reliability of our products. Given the intense regulatory activity across the automotive
industry, ongoing compliance costs are expected to remain high. Any costs incurred, or lost vehicle sales,
resulting from product recalls could materially adversely affect our financial condition and results of operations.
Moreover, if we face consumer complaints, or receive information from vehicle rating services that calls into
question the safety or reliability of one of our vehicles and we do not issue a recall, or if we do not do so on a
timely basis, our reputation may also be harmed and we may lose future vehicle sales.
We are subject to laws and regulations relating to corruption and bribery, as well as stakeholder expectations
relating to human rights in the supply chain and a failure to meet these legislative and stakeholder standards
could lead to enforcement actions, penalties or damage awards and may also adversely affect our reputation with
consumers.
We are subject to laws and regulations relating to corruption and bribery, including those of the U.S., the United
Kingdom and France, which have an international reach and which cover the entirety of our value chain in all
countries in which we operate. We also have significant interactions with governments and governmental
agencies in the areas of sales, licensing, permits, regulatory, compliance, environmental matters and fleet sales
among others. A failure to comply with laws and regulations relating to corruption and bribery may lead to
significant penalties and enforcement actions, adversely affect our reputation and relationships with
governments and financial counterparties, and could also have a long-term impact on our presence in one, or
more, of the markets in which such compliance failures have occurred.
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In addition, our customers may have expectations relating to the production conditions and origin of the
products they purchase. Therefore, it is important for us to seek transparency across the entire supply chain,
which may result in additional costs being incurred. A failure by us, or any of our suppliers or subcontractors, to
comply with employment or other production standards and expectations may result in adverse consequences
to our reputation, disruptions to our supply chain and increased costs as a result of remedial measures needing
to be undertaken to meet stakeholder expectations, which could have a material adverse effect on our business,
financial condition and results of operations.
We may not be able to adequately protect our intellectual property rights, which may harm our business.
Our success depends, in part, on our ability to protect our intellectual property rights. If we fail to protect our
intellectual property rights, others may be able to compete against us using intellectual property that is the same
as or similar to our own. In addition, there can be no guarantee that our intellectual property rights will be
sufficient to provide us with a competitive advantage against others who offer similar products. Despite our
efforts, we may be unable to prevent third parties from infringing our intellectual property rights and using our
technology for their competitive advantage. Any such infringement could have a material adverse effect on our
business, financial condition and results of operations.
The laws of some countries in which we operate do not offer the same protection of intellectual property rights as
do the laws of the U.S. or Europe. In addition, effective intellectual property enforcement may be unavailable or
limited in certain countries, making it difficult to protect our intellectual property from misuse or infringement
there. An inability to protect our intellectual property rights could have a material adverse effect on our business,
financial condition and results of operations.
It may be difficult to enforce U.S. judgments against our Directors, Senior Management and independent auditors.
Most of our Directors and Senior Management, and our independent auditors, are resident outside the U.S., and
all or a substantial portion of their respective assets may be located outside the U.S. As a result, it may be
difficult for U.S. investors to establish jurisdiction over these persons. It may also be difficult for U.S. investors to
enforce judgments within the U.S. that are predicated upon the civil liability provisions of the securities laws of
the U.S. or any state thereof. In addition, there is uncertainty as to whether courts outside the U.S. would
recognize or enforce these judgments against our Directors and Senior Management or our independent
auditors.
As an employer with a large workforce, we face risks related to the health and safety of our employees, as well as
reputational risk related to diversity and inclusion.
We employ a significant number of people who are exposed to health and safety risks as a result of their
employment. Working conditions can cause stress or discomfort that can impact employees’ health and may
result in adverse consequences for our productivity. In addition, as an automotive manufacturer, a significant
number of our employees are shift workers in production facilities, involving physical demands which may lead
to occupational injury or illness. The use or presence of certain chemicals in production processes may
adversely affect the health of our employees or create a safety risk. As a result, we could be exposed to liability
from claims brought by current or former employees and our reputation, productivity, business, financial
condition and results of operations may be affected.
In addition, while our practices relating to diversity and inclusion in the workplace are intended to be compliant
with applicable law, they may lead to heightened scrutiny from stakeholders who support or oppose these
practices, which could impact our reputation and result in an adverse effect on our business, financial condition
and results of operations.
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Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
could have an adverse effect on our business and the value of our common shares.
Effective internal controls, enable us to provide reliable and accurate financial statements and to effectively
prevent fraud. While we have devoted, and will need to continue to devote, significant management attention
and resources to complying with the internal control over financial reporting requirements of the Sarbanes-Oxley
Act of 2002, as amended, there is no assurance that material weaknesses or significant deficiencies will not
occur or that we will be successful in adequately remediating any such material weaknesses and significant
deficiencies. Furthermore, as our business evolves, our internal controls may become more complex, and may
require significantly more resources to ensure internal controls remain effective.
Risks Related to Our Liquidity and Existing Indebtedness
Limitations on our liquidity and access to funding, as well as our significant outstanding indebtedness, may restrict
our financial and operating flexibility and our ability to execute our business strategies, obtain additional funding
on competitive terms and improve our financial condition and results of operations.
Our performance depends on, among other things, available liquidity, our ability to finance debt repayment
obligations and planned investments from operating cash flow, the renewal or refinancing of existing bank loans
and/or facilities and access to capital markets or other sources of financing. Our indebtedness may have
important consequences on our operations and financial results, including:
•we may not be able to secure additional funds for working capital, capital expenditures, debt service
requirements or general corporate purposes;
•we may need to use a significant portion of our future cash flow from operations to pay principal and interest
on our indebtedness, which may reduce the amount of funds available to us for other purposes, including
product development; and
•we may not be able to adjust to rapidly changing market conditions, which may make us more vulnerable to a
downturn in general economic conditions or our business.
In addition, while our credit ratings are currently investment grade, our credit ratings were downgraded in 2025
and early 2026. Any further deterioration of these credit ratings would cause us to fall below investment grade
and may significantly affect the cost and availability of our funding. We could, therefore, find ourselves in the
position of having to seek additional financing or having to refinance existing debt, including in unfavorable
market conditions, with limited availability of funding and a general increase in funding costs.
Any limitations on our liquidity, due to a decrease in vehicle shipments, the amount of, or restrictions in, our
existing indebtedness, conditions in the credit markets, our perceived creditworthiness, general economic
conditions or otherwise, may adversely impact our ability to execute our business strategies and impair our
financial condition and results of operations. In addition, any actual or perceived limitations on our liquidity may
limit the ability or willingness of counterparties, including dealers, consumers, suppliers, lenders and financial
service providers, to do business with us, which could have a material adverse effect on our business, financial
condition and results of operations.
We may be exposed to shortfalls in our pension plans which may increase our pension expenses and required
contributions and, as a result, could constrain liquidity and materially adversely affect our financial condition and
results of operations.
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Some of our defined benefit pension plans are currently underfunded. For example, as of December 31, 2025,
our defined benefit pension plans were underfunded by approximately €2.2 billion and may be subject to
significant minimum contributions in future years. Our pension funding obligations may increase significantly if
the investment performance of plan assets does not keep pace with benefit payment obligations. Mandatory
funding obligations may increase because of lower than anticipated returns on plan assets, whether as a result
of overall weak market performance or particular investment decisions, changes in the level of interest rates
used to determine required funding levels, changes in the level of benefits provided for by the plans, or any
changes in applicable law related to funding requirements. Our defined benefit plans currently hold significant
investments in equity and fixed income securities, as well as investments in less liquid instruments such as
private equity, real estate and certain hedge funds. Due to the complexity and magnitude of certain investments,
additional risks may exist, including the effects of significant changes in investment policy, insufficient market
capacity to complete a particular investment strategy and an inherent divergence in objectives between the
ability to manage risk in the short term and the ability to quickly re-balance illiquid and long-term investments.
To determine the appropriate level of funding and contributions to our defined benefit plans, as well as the
investment strategy for the plans, we are required to make various assumptions, including an expected rate of
return on plan assets and a discount rate used to measure the obligations under defined benefit pension plans.
Interest rate increases generally will result in a decline in the value of investments in fixed income securities and
the present value of our pension obligations. Conversely, interest rate decreases will generally increase the
value of investments in fixed income securities and the present value of the obligations. Refer to Note 2, Basis of
preparation-Significant accounting policies—Employee benefits within the Consolidated Financial Statements
included elsewhere in this report for more information regarding how the net obligations for our pensions, also
known as “defined benefit plans”, are determined.
Any reduction in the discount rate or the value of plan assets, or any increase in the present value of our pension
obligations, may increase our pension expenses and required contributions and, as a result, could constrain our
liquidity and materially adversely affect our financial condition and results of operations. If we fail to make
required minimum funding contributions to our U.S. pension plans, we could be subject to reportable event
disclosure to the U.S. Pension Benefit Guaranty Corporation, as well as interest and excise taxes calculated
based upon the amount of any funding deficiency.
Risks Related to the Ownership of Our Shares
Our loyalty voting structure may concentrate voting power in a small number of our shareholders and such
concentration may increase over time.
Shareholders who hold our common shares for an uninterrupted period of at least three years may elect to
receive one special voting share in addition to each common share held, provided that such shares have been
registered in the Loyalty Register upon application by the relevant holder. If our shareholders holding a
significant number of common shares for an uninterrupted period of at least three years elect to receive special
voting shares, a relatively large proportion of voting power could be concentrated in a relatively small number of
shareholders who would have significant influence over Stellantis. As a result, the ability of other shareholders to
influence decisions would be reduced.
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The loyalty voting structure may affect the liquidity of our common shares and reduce our share price.
Our loyalty voting structure is intended to reward our shareholders for maintaining long-term share ownership by
granting persons holding shares continuously for at least three years the option to elect to receive special voting
shares. Special voting shares cannot be traded and, immediately prior to the transfer of our common shares
from the Loyalty Register, any corresponding special voting shares will be transferred to us for no consideration
(om niet). This loyalty voting structure is designed to encourage a stable shareholder base and, conversely, it
may deter trading by those shareholders who are interested in gaining or retaining special voting shares.
Therefore, the loyalty voting structure may reduce liquidity in our common shares and adversely affect their
trading price.
The loyalty voting structure may prevent or frustrate attempts by our shareholders to change our management
and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower
as a result.
Our loyalty voting structure may make it more difficult for a third party to acquire, and may deter an attempt to
acquire, control of us, even if a change of control were considered favorably by shareholders holding a majority
of our common shares. As a result of this structure, a relatively large proportion of voting power could be
concentrated in a relatively small number of shareholders, which may make it more difficult for third parties to
acquire control of us by purchasing shares that do not benefit from the additional voting power of the special
voting shares. The possibility or expectation of a change of control transaction typically leads to higher trading
prices and conversely, if that possibility is low, trading prices may be lower. This structure may also prevent or
discourage shareholders’ initiatives aimed at changing our management.
Risks Related to Taxation
The French tax authorities may revoke or disregard in whole or in part the rulings confirming the neutral tax
treatment of the merger for former PSA and the transfer of tax losses carried forward by the legacy PSA French
tax consolidated group.
The French tax authorities have confirmed that the merger will fulfill the conditions to benefit from the favorable
corporate income tax regime set forth in Article 210 A of the French Tax Code (which mainly provides for a
deferral of taxation of the capital gains realized by PSA as a result of the transfer of all its assets and liabilities
pursuant to the merger).
In addition, as required by law, a tax ruling was issued on February 18, 2022 by the French tax authorities
confirming the transfer of the French tax losses carried forward of the former PSA French tax consolidated group
to our French permanent establishment and the carry-forward of such French tax losses transferred to our
French permanent establishment against future profits of our French permanent establishment and certain
companies of the former PSA French tax consolidated group pursuant to Articles 223 I-6 and 1649 nonies of the
French Tax Code.
Such tax regimes and tax rulings are subject to certain conditions being met and are based on certain
declarations, representations and undertakings given by us to the French tax authorities. If the French tax
authorities consider that the relevant declarations, representations, conditions or undertakings were not correct
or are not complied with, they could revoke or disregard the rulings that have been granted in respect of the
merger.
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A decision by the French tax authorities to revoke or disregard the tax rulings in the future would likely result in
significant adverse tax consequences to us that could have a significant effect on our results of operations or
financial position. If the requested tax rulings are revoked or disregarded, the main adverse tax consequences
for us would be that (i) all unrealized capital gains at the level of former PSA at the time of the merger would be
taxed; and (ii) the tax losses carried forward at the level of former PSA would not have been validly transferred to
our French permanent establishment or would be forfeited.
We operate so as to be treated exclusively as a resident of the Netherlands for tax purposes, but the tax
authorities of other jurisdictions may treat us as also being a resident of another jurisdiction for tax purposes.
Since we are incorporated under Dutch law, we are considered to be resident in the Netherlands for Dutch
corporate income tax and Dutch dividend withholding tax purposes. In addition, with effect from January 17,
2021 and taking into account the sanitary restrictions and limitations that applied under the COVID-19 crisis, we
have operated so as to maintain our management and organizational structure in such a manner that we (i)
should be regarded to have our residence for tax purposes (including, for the avoidance of doubt, withholding
tax and tax treaty eligibility purposes) exclusively in the Netherlands, (ii) should not be regarded as a tax
resident of any other jurisdiction (and in particular of France or Italy) either for domestic law purposes or for the
purposes of any applicable tax treaty (notably any applicable tax treaty with the Netherlands) and (iii) should be
deemed resident only in the Netherlands, including for the purposes of the France-Netherlands and Italy-
Netherlands tax treaties. We also hold permanent establishments in France and Italy.
However, the determination of our tax residency primarily depends upon our place of effective management,
which is a question of fact based on all circumstances. Because the determination of our residency is highly fact
sensitive, no assurance can be given regarding the final determination of our tax residency.
If we were concurrently resident in the Netherlands and another jurisdiction (applying the tax residency rules of
that jurisdiction), we may be treated as being tax resident in both jurisdictions, unless such other jurisdiction has
a double tax treaty with the Netherlands that includes either (i) a tie-breaker provision which allocates exclusive
residence to one jurisdiction only or (ii) a rule providing that the residency needs to be determined based on a
mutual agreement procedure and the jurisdictions involved agree (or, as the case may be, are compelled to
agree through arbitration) that we are resident in one jurisdiction exclusively for treaty purposes. In the latter
case, if no agreement is reached in respect of the determination of the residency, the treaty may not apply and
we could be treated as being tax resident in both jurisdictions.
A failure to achieve or maintain exclusive tax residency in the Netherlands could result in significant adverse tax
consequences to us, our subsidiaries and our shareholders and could result in tax consequences for our
shareholders that differ from those described in the section entitled “Additional information for U.S listing
purposes - Taxation”. The impact of this risk would differ based on the views taken by each relevant tax authority
and, in respect of the taxation of shareholders and holders of special voting shares, on the specific situation of
each shareholder or each holder of special voting shares.
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We may not qualify for benefits under the tax treaties entered into between the Netherlands and other countries.
With effect from January 17, 2021, and taking into account the sanitary restrictions and limitations that applied
under the COVID-19 crisis, we operate in a manner such that we should be eligible for benefits under the tax
treaties entered into between the Netherlands and other countries, notably France, Italy and the U.S. However,
our ability to qualify for such benefits depends upon (i) being treated as a Dutch tax resident for purposes of the
relevant tax treaty, (ii) the fulfillment of the requirements contained in each applicable treaty as modified by the
Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting
(including, but not limited to, any principal purpose test clause) and applicable domestic laws, (iii) the facts and
circumstances surrounding our operations and management and (iv) the interpretation of the relevant tax
authorities and courts.
Our failure to qualify for benefits under the tax treaties entered into between the Netherlands and other countries
could result in significant adverse tax consequences to us, our subsidiaries and our shareholders and could
result in tax consequences for our shareholders that differ from those described in the section entitled
“Additional information for U.S listing purposes - Taxation”.
The tax consequences of the loyalty voting structure are uncertain.
No statutory, judicial or administrative authority directly discusses how the receipt, ownership, or disposition of
special voting shares should be treated for French, Italian, UK, or U.S. tax purposes, and as a result, the tax
consequences in those jurisdictions are uncertain.
In addition, the fair market value of the special voting shares, which may be relevant to the tax consequences, is
a factual determination and is not governed by any guidance that directly addresses such a situation. Because,
among other things, the special voting shares are not transferable and a shareholder will receive amounts in
respect of the special voting shares only if we are liquidated, we believe and intend to take the position that the
value of each special voting share is minimal. However, the relevant tax authorities could assert that the value of
the special voting shares as determined by us is incorrect, which could result in significant adverse tax
consequences to shareholders holding special voting shares.
The tax treatment of the loyalty voting structure is unclear and shareholders are urged to consult their tax
advisors in respect of the consequences of acquiring, owning and disposing of special voting shares. Refer to
“Additional information for U.S. listing purposes - Taxation” included elsewhere in this report for additional
information.
There may be potential Passive Foreign Investment Company tax considerations for U.S. Shareholders.
We would be a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes with
respect to a U.S. shareholder (as defined in “Taxation—Material U.S. Federal Income Tax Consequences”) if for
any taxable year in which such U.S. shareholder held our common shares, after the application of applicable
“look-through rules” (i) 75 percent or more of our gross income for the taxable year consists of “passive
income” (including dividends, interest, gains from the sale or exchange of investment property and rents and
royalties other than rents and royalties which are received from unrelated parties in connection with the active
conduct of a trade or business, as defined in applicable Treasury Regulations), or (ii) at least 50 percent of our
assets for the taxable year (averaged over the year and determined based upon value) produce or are held for
the production of “passive income”.
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U.S. persons who own shares of a PFIC are subject to a disadvantageous U.S. federal income tax regime with
respect to the income derived by the PFIC, the dividends they receive from the PFIC, and the gain, if any, they
derive from the sale or other disposition of their shares in the PFIC.
In particular, if we were treated as a PFIC for U.S. federal income tax purposes for any taxable year during which
a U.S. shareholder owned our common shares, then any gain realized by the U.S. shareholder on the sale or
other disposition of our common shares would in general not be treated as capital gain. Instead, a U.S.
shareholder would be treated as if it had realized such gain ratably over its holding period for our common
shares. Amounts allocated to the year of disposition and to years before we became a PFIC would be taxed as
ordinary income and amounts allocated to each other taxable year would be taxed at the highest tax rate
applicable to individuals or corporations, as appropriate, in effect for each such year to which the gain was
allocated, together with an interest charge in respect of the tax attributable to each such year. Similar treatment
may apply to certain “excess distributions” as defined in the Code.
While we believe our common shares are not stock of a PFIC for U.S. federal income tax purposes, this
conclusion is a factual determination made annually and thus may be subject to change. Moreover, we may
become a PFIC in future taxable years if there were to be changes in our assets, income or operations. In
addition, because the determination of whether a foreign corporation is a PFIC is primarily factual and because
there is little administrative or judicial authority on which to rely to make a determination, the IRS may take the
position that we are a PFIC. Refer to “Additional information for U.S. listing purposes - Taxation” included
elsewhere in this report for additional information.
The IRS may not agree with the determination that we should not be treated as a domestic corporation for U.S.
federal income tax purposes, and adverse tax consequences could result to us and our shareholders if the IRS
were to successfully challenge such determination.
Section 7874 of the Code provides that, under certain circumstances, a non-U.S. corporation will be treated as a
U.S. “domestic” corporation for U.S. federal income tax purposes. In particular, certain mergers of foreign
corporations with U.S. subsidiaries can, in certain circumstances, implicate these rules. We do not believe we
should be treated as a U.S. “domestic” corporation for U.S. federal income tax purposes. However, the relevant
law is not entirely clear, is subject to detailed but relatively new regulations (the application of which is uncertain
in various respects, and whose interaction with general principles of U.S. tax law remains untested) and is
subject to various other uncertainties. Therefore, the IRS could assert that we should be treated as a U.S.
corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Code Section
7874. In addition, changes to Section 7874 of the Code or the U.S. Treasury Regulations promulgated
thereunder, or interpretations thereof, could affect our status as a foreign corporation. Such changes could
potentially have retroactive effect.
If the IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences
would result for us and for certain of our shareholders. For example, if we were treated as a domestic
corporation in the U.S., we would be subject to U.S. federal income tax on our worldwide income as if we were a
U.S. domestic corporation, and dividends we pay to non-U.S. shareholders would generally be subject to U.S.
federal withholding tax, among other adverse tax consequences. If we were treated as a U.S. domestic
corporation, such treatment could materially increase our U.S. federal income tax liability.
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The closing of the merger was not conditioned on our not being treated as a domestic corporation for U.S.
federal income tax purposes or upon a receipt of an opinion of counsel to that effect. In addition, neither former
FCA nor former PSA requested a ruling from the IRS regarding the U.S. federal income tax consequences of the
merger. Accordingly, while we do not believe we will be treated as a domestic corporation, no assurance can be
given that the IRS will agree, or that if it challenges such treatment, it will not succeed.
If we fail to maintain a permanent establishment in France, we could experience adverse tax consequences.
We maintain a permanent establishment in France to which the assets and liabilities of former PSA were
allocated upon the merger for French tax purposes. However, no assurance can be given regarding the
existence of a permanent establishment in France and the allocation of each asset and liability to such
permanent establishment because such determination is highly fact sensitive and may vary in case of future
changes in our management and organizational structure.
If we were to fail to maintain a permanent establishment in France, the available French tax losses carried
forward, which may be utilized to offset against 50 percent of French taxable income each year, would be
forfeited. This risk will decline as available tax losses are utilized and will extinguish once all French tax losses
have been used.
We and our subsidiaries are subject to tax laws and treaties of numerous jurisdictions. Future changes to such
laws or treaties could adversely affect us and our subsidiaries and our shareholders and holders of special voting
shares. In addition, the interpretation of these laws and treaties is subject to challenge by the relevant
governmental authorities.
We and our subsidiaries are subject to tax laws, regulations and treaties in the Netherlands, France, Italy, the
U.S. and the numerous other jurisdictions in which we and our affiliates operate. These laws, regulations and
treaties could change on a prospective or retroactive basis, and any such change could adversely affect us and
our subsidiaries and our shareholders and holders of special voting shares.
Furthermore, these laws, regulations and treaties are inherently complex and we and our subsidiaries will be
obligated to make judgments and interpretations about the application of these laws, regulations and treaties to
us and our subsidiaries and our operations and businesses. The interpretation and application of these laws,
regulations and treaties could differ from that of the relevant governmental authority, which could result in
administrative or judicial procedures, actions or sanctions, which could be material.
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Corporate Governance
Corporate Governance
Introduction
Stellantis N.V. is a public company with limited liability, incorporated and organized under the laws of the
Netherlands. The Company qualifies as a foreign private issuer under the NYSE listing standards and its
common shares are listed on the NYSE and on the regulated markets of Euronext Paris and Euronext Milan.
In accordance with the NYSE listing rules, the Company is permitted to follow home country practice with regard
to certain corporate governance standards. The Company has adopted, except as discussed below, the best
practice provisions of the updated 2025 Dutch corporate governance code of the Dutch Corporate Governance
Code Monitoring Committee, which entered into force on January 1, 2025 (the “Dutch Corporate Governance
Code”). The Dutch Corporate Governance Code contains principles and best practice provisions that regulate
relations inter alia between the board of directors of a company and its committees and its relationship with the
annual general meeting (“AGM”).
In this report, the Company addresses its overall corporate governance structure. The Company discloses, and
intends to disclose, any material departure from the best practice provisions of the Dutch Corporate Governance
Code in its current and future annual reports.
Corporate Offices and Home Member State
The Company is incorporated under the laws of the Netherlands. It has its corporate seat (statutaire zetel) in
Amsterdam, the Netherlands, and the place of effective management of the Company is in the Netherlands.
The business address of the Company’s corporate seat is Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.
The Company is registered at the Dutch trade register under number 60372958.
The Netherlands is Stellantis’ home member state for the purposes of the EU Transparency Directive (Directive
2004/109/EC, as amended).
Pursuant to Article 3 of the Company’s articles of association (the “Articles of Association”), the objects for which
the Company is established are to carry on, either directly or through 100 percent or partially-owned companies
and entities, activities relating in whole or in any part to passenger and commercial vehicles, transport,
mechanical engineering, energy, engines, capital machinery and equipment and related goods and propulsion,
as well as any other manufacturing, commercial, financial or service activity.
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Board of Directors
Stellantis has a single-tier board of directors. Pursuant to the Articles of Association, the Board of Directors
consists of three or more directors (the “Directors”). On January 4, 2021, eleven Directors were elected,
including Mr. Carlos Tavares who resigned from his position of Chief Executive Officer and member of the Board
of Directors on December 1, 2024. As of the date of this report, the Board of Directors is composed of eleven
Directors including: three Directors (the Chairman as an Executive Director, the Senior Independent Director and
the Vice Chairman as non-executive directors) who were elected on January 4, 2021; one additional Executive
Director, who was appointed to the Board of Directors by the 2025 Extraordinary General Meeting held on July,
18, 2025, the date on which the Board of Directors also granted him the title of Chief Executive Officer; and
seven non-executive directors who were appointed by the 2025 Annual General Meeting held on April 15, 2025.
In accordance with the resolutions adopted by the General Meeting of Shareholders at the time of each
appointment, the appointment of the three Directors elected on January 4, 2021 became effective as of January
17, 2021 (the "Governance Effective Date"), the date on which the governance of Stellantis came into force.
Following the entry into force of the governance, the initial term of office of each of them is five years and
therefore the terms of office of the Chairman, the Senior Independent Director and the Vice Chairman will expire
immediately after the close of the Annual General Meeting of Shareholders to be held in 2026 (the first annual
general meeting held five years after the entry into force of the governance), while the term of office of the Chief
Executive Officer appointed as Executive Director on July 18, 2025 will end immediately after the close of the
Annual General Meeting of Shareholders to be held in 2027. Also the term of office of each of the seven non-
executive Directors appointed by the 2025 Annual General Meeting held on April 15, 2025 (Ms. Cicconi, Mr.
Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot, Mr. Ribadeau-Dumas and Ms. Davey Schroeder) will expire
immediately after the close of the Annual General Meeting of Shareholders to be held in 2027.
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Under the Articles of Association, after the initial term, the term of office of Directors is for a period of two years,
provided that unless a Director has resigned at an earlier date the term of office will lapse immediately after the
close of the first AGM held after two years have lapsed following the appointment. Each Director may be re-
appointed for an unlimited number of terms at any subsequent AGM.
The Board of Directors as a whole is responsible for oversight of the strategy and management of the Company
with particular focus on the development and supervision of the strategy for sustainable long-term value
creation. In our strategic plan we elaborate on our long-term value creation plans and objectives. According to
Dutch Law and article 20.2 of the Stellantis’ Articles of Association, the chairperson of the Board of Directors
shall be independent and have the title of Senior Independent Director. The Board of Directors is currently
composed of two executive Directors (i.e. the Chairman and the Chief Executive Officer) and nine non-executive
Directors. The Chief Executive Officer has day-to-day responsibility for the management of the Company.
Pursuant to Article 22 of the Articles of Association, the general authority to represent the Company shall be
vested in the Board of Directors and the Chief Executive Officer acting individually. Pursuant to article 3(b) of the
Regulations of the Board of Directors, if the Chairman is an executive director, he/she will be consulted on
important strategic matters affecting the Company: budget/long-term strategic planning; mergers and
acquisition transactions, including significant joint-ventures, investments and divestments; strategic evolution of
the brand portfolio and significant product investment; appointments, succession planning and compensation
for key positions in the Company; institutional relationships, including relationships with key governmental
stakeholders, particularly on matters of strategic significance; significant public relations matters and major
communication events/topics; interaction with principal shareholders and key partners; and providing leadership
to the Board of Directors and, in crisis circumstances, to the executive management on governance matters and
ad hoc crisis management, in each case, without prejudice to the powers of the Board of Directors. On
December 1, 2024, the Board of Directors had resolved to appoint Mr. Elkann, the Chairman, pursuant to Article
20.11 of the Company's Articles of Association to temporarily assist the Board in the management of the
Company with full powers and authority for the management of the day-to-day business of the Company and to
represent Stellantis N.V. in all matters with sole power of representation. Therefore, until July 18, 2025, the date
on which the current Chief Executive Officer was appointed, the general authority to represent the Company had
been vested in the Board of Directors and Mr. Elkann acting individually.
On May 27, 2025, the Board of Directors unanimously selected Mr. Antonio Filosa as the new Company’s CEO
following a thorough search process of internal and external candidates, undertaken by a Special Committee of
the Board of Directors, led by Executive Chairman Mr. Elkann, and, upon the recommendation of the Non-
Executive Directors, the Board of Directors resolved to propose to the Company’s General Meeting to appoint
Mr. Filosa as additional Executive Director. On June 23, 2025, the Company announced that, while the
appointment process for a new permanent Chief Executive Officer had concluded with Mr. Filosa taking up the
role as CEO of Stellantis N.V., the Stellantis Leadership Team (“SLT”) was established with immediate effect. The
SLT is currently formed as follows:
•Mr. Antonio Filosa (CEO and Executive Director; North America & American Brands);
•Mr. Emanuele Cappellano (Enlarged Europe & European Brands, Stellantis Pro One);
•Mr. Herlander Zola (South America);
•Mr. Samir Cherfan (Middle East & Africa and Micromobility);
•Mr. Gregoire Olivier (China and India & Asia Pacific);
•Mr. Davide Mele (Product Planning);
•Mr. Ned Curic (Product Development & Technology);
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•Mr. Sebastien Jacquet (Quality);
•Ms. Monica Genovese (Purchasing);
•Mr. Scott Thiele (Supply Chain);
•Mr. Francesco Ciancia (Manufacturing);
•Mr. Joao Laranjo (Finance);
•Mr. Xavier Chéreau (Human Resources);
•Ms. Clara Ingen-Housz (Corporate Affairs & Communications);
•Mr. Ralph Gilles (Design).
In addition to the SLT and reporting directly to the Chief Executive Officer are the following Executives: Mr.
Olivier Francois (Marketing), Ms. Alison Jones (Parts & Services, Circular Economy), Mr. Giorgio Fossati
(General Counsel).
Within this governance structure, the Board of Directors considers subjects that link to the strategic plan. Climate
being a key topic, the Board of Directors ensures that the strategy fits with the Stellantis sustainable long-term
vision and climate resilience objectives, but also that related risks and opportunities stemming from the effects of
climate change are properly identified and managed. The CEO and the SLT are responsible for defining the
overall environmental strategy, including climate-related policies. The CEO reports to the Board of Directors.
Major strategic projects with significant impact on the CO2 emissions of the Company or its products are brought
to the Board of Directors for review and decisions. Those projects can be related to vehicle CO2 emissions
reduction, as well as product planning or new mobility offers with CO2 emission reduction targets. Other major
projects that can be impacted by the consequences of climate change, such as location of new sites, are also
reviewed by the Board of Directors. The Board of Directors reviews the related financial implications of strategic
projects with significant impact on CO2 emissions, such as the capital expenditures or strategic transformation
needed to implement these projects. The Board of Directors discusses these projects for approval after being
informed about aspects such as CO2 emission consequences and expected changes in the future mobility
market. Stellantis’ strategic climate commitments, their implementation and their progress versus targets, are
presented to the Board of Directors, in order to deliver relevant information on the climate-related sustainability
issues impacting the organization.
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Set forth below are the names, year of birth and position of each of the persons currently serving as Directors as
of the date of this report. The business address of each person listed below is c/o Taurusavenue 1, 2132LS
Hoofddorp, the Netherlands. The term of office of the Chairman, Senior Independent Director and Vice Chairman
will expire immediately after the close of the AGM in 2026. The term of office of the other Directors will expire
immediately after the close of the AGM in 2027.
Name | Gender | Year of Birth | Position | Nationality | Term(1) | Independent | ||||||
John Elkann | M | 1976 | Chairman and Executive Director | Italy | 5 years | No | ||||||
Antonio Filosa | M | 1973 | Chief Executive Officer and Executive Director | Italy | 2 years | No | ||||||
Robert Peugeot | M | 1950 | Vice Chairman and Non- Executive Director | France | 5 years | No | ||||||
Henri de Castries | M | 1954 | Senior Independent Director and Non- Executive Director | France | 5 years | Yes | ||||||
Fiona Clare Cicconi | F | 1966 | Employee Engagement Non-Executive Director | UK & Italy | 2 years | Yes | ||||||
Nicolas Dufourcq | M | 1963 | Non-Executive Director | France | 2 years | Yes | ||||||
Ann Godbehere | F | 1955 | Non-Executive Director | Canada & UK | 2 years | Yes | ||||||
Claudia Parzani | F | 1971 | Non-Executive Director | Italy | 2 years | Yes | ||||||
Daniel Ramot | M | 1975 | Non-Executive Director | U.S. & Israel | 2 years | Yes | ||||||
Benoît Ribadeau-Dumas | M | 1972 | Non-Executive Director | France | 2 years | No | ||||||
Alice Davey Schroeder | F | 1956 | Non-Executive Director | U.S. | 2 years | Yes |
(1) Since the Governance Effective Time for John Elkann, Robert Peugeot and Henry de Castries or, with respect to all the others members
of the Board, since the 2025 AGM
In accordance with Articles of Association and the combination agreement, Mr. Elkann and Mr. Ribadeau-
Dumas were nominated by Exor N.V.; Mr. Nicolas Dufourcq by Bpifrance S.A.; Mr. Robert Peugeot by EPF/
Peugeot Invest. Refer to “Articles of Association and Information on Stellantis Shares —Nomination Rights”
included elsewhere in this report for a description of certain binding nomination arrangements set forth in the
Articles of Association, which will apply to future terms of office.
The members of the Board and its committees are selected on the basis of expertise, experience, personal
qualities, age, sex or gender identity and nationality. Following the 2024 AGM, four seats of the Board of
Directors out of eleven were occupied by women, equivalent to 40 percent according to the calculation
methodology set by EU Directive 2022/2381. The average ratio of female to male board members was 57
percent. Following the resignation of Mr. Tavares on December 1, 2024, four seats of the Board of Directors out
of ten were occupied by women, confirming the 40 percent according to the calculation methodology set by EU
Directive 2022/2381, while the average ratio of female to male board members became 67 percent. These
figures remained unchanged following the 2025 AGM and until the 2025 EGM, held on 18 July 2025, after which
four seats of the Board of Directors out of eleven were occupied by women, equivalent to 40 percent according
to the calculation methodology set by EU Directive 2022/2381. The average ratio of female to male board
members returned to 57 percent. The nationalities of the members of the Board of Directors were reasonably
consistent with the geographic footprint of Stellantis’ business and no nationality counted for more than 60
percent of the members of the Board of Directors. One member was under the age of 50 at the day of their
nomination.
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Members are selected on the basis of professional and personal qualifications to ensure a complementary skill
set that enables effective oversight of the Company’s strategy and include a variety of profiles in terms of
professional and personal background, gender and nationality. The skills of the members of the Board of
Directors relate to either specific operational experiences or performance as responsible for oversight over
major challenges at other corporations where the directors are also board members and are summarized in the
following matrix:
Climate Change | Human Rights | Risk Management | Cyber security & Software | New Business Model | Industry | Corporate Social Responsibility | Governance | Financial and Accounting | Board memberships | |
John Elkann | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 4 | |||
Antonio Filosa | ✓ | ✓ | ✓ | ✓ | ✓ | — | ||||
Robert Peugeot | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 4 | |||
Henri de Castries | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 3 | |||
Fiona Clare Cicconi | ✓ | ✓ | ✓ | ✓ | — | |||||
Nicolas Dufourcq | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 2 | |||
Ann Godbehere | ✓ | ✓ | ✓ | ✓ | ✓ | 2 | ||||
Claudia Parzani | ✓ | ✓ | ✓ | 2 | ||||||
Daniel Ramot | ✓ | ✓ | ✓ | ✓ | 1 | |||||
Benoît Ribadeau- Dumas | ✓ | ✓ | 5 | |||||||
Alice Davey Schroeder | ✓ | ✓ | ✓ | ✓ | ✓ | 4 |
We have determined that the following seven of our eleven Directors qualify as independent for purposes of
NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code: Ms. Cicconi, Mr. de
Castries, Mr. Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot and Ms. Schroeder meaning more than 63
percent of the members of the Board were independent as of year end. The Board of Directors has also
appointed Mr. de Castries as Senior Independent Director and non-executive Director in accordance with
Section 2.1.9 of the Dutch Corporate Governance Code.
Directors are expected to prepare themselves for and attend all Board of Directors meetings, the AGM and the
meetings of the committees on which they serve, with the understanding that, on occasion, a Director may be
unable to attend a meeting.
During 2025, there were fifteen meetings of the Board of Directors. The average attendance at those meetings
was 98.66 percent.
Summary biographies for the current Directors of Stellantis are included below:
John Elkann (Chairman and Executive Director) – John Elkann was appointed Chairman of Stellantis on
January 17, 2021. He had previously been Chairman of Fiat S.p.A. from 2010 and joined its board in 1997.
Born in New York in 1976, Mr. Elkann obtained a scientific baccalauréat from Lycée Victor Duruy in Paris and an
engineering degree from Politecnico di Torino. He began his career at General Electric in 2001, gaining
international experience across Asia, Europe, and North America.
As Ferrari N.V.’s Chairman since 2018, Mr. Elkann has been bolstering its leadership in innovation, luxury and
sport competitions while preserving its iconic legacy. In 2009, he established Exor N.V., which is currently the
largest shareholder of companies such as Ferrari N.V., Koninklijke Philips N.V. and CNH Industrial N.V., in
addition to Stellantis.
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In 2023, Mr. Elkann founded Lingotto, a long-term investment management company. Mr. Elkann is a board
member of Meta Platforms, Inc. and a trustee of the Museum of Modern Art (MoMA). He also chairs the Agnelli
Foundation, a philanthropy focused on education, and is a member of the JP Morgan International Council and
the Allianz International Advisory Board.
Antonio Filosa (Chief Executive Officer and Executive Director) – Antonio Filosa is Chief Executive Officer
and Executive Director of Stellantis. He is also head of North America and American Brands. Mr. Filosa
previously served as Stellantis’ Chief Operating Officer for South America, Chief Executive Officer of the Jeep
brand and global Head of Quality.
Mr. Filosa has extensive experience in purchasing and manufacturing operations, as well as overall business
management and strategy. He joined the FIAT Group in 1999 where he assumed roles of increasing
responsibility, including plant manager of the Betim (Brazil) facility and Head of Purchasing for the Latin America
region. Mr. Filosa also served as the Head of Argentina as well as the Head of Alfa Romeo and Maserati brands
for the Latin America region, positions he held from 2016 and 2018, respectively. He also served as FCA’s Chief
Operating Officer of Latin America and was a member of its Group Executive Council beginning in March 2018.
Mr. Filosa has a master’s degree in engineering from Politecnico di Milano (Italy). He was born in Naples, Italy in
1973.
Robert Peugeot (non-executive Director) – Robert Peugeot is Vice Chairman and a non-executive Director of
Stellantis. Mr. Peugeot joined the PSA Supervisory Board as permanent representative of FFP (now known as
Peugeot Invest) in April 2014, and became Vice Chairman and a non-executive Director of Stellantis in January
2021. Born in France in 1950, Mr. Peugeot is a graduate of École Centrale de Paris and Institut Européen
d’Administration des Affaires (INSEAD).
Mr. Peugeot held various executive positions within the PSA Group. From 1998 to 2007, he was vice-president
for innovation and quality, and a member of the PSA’s Executive Committee. In addition, Mr. Peugeot served as
Chairman of the board of Peugeot Invest S.A., director of Financière Guiraud S.A.S. and director of Peugeot
Invest UK Ltd. until 2025. He currently serves as a board member of Peugeot 1810 S.A.S.; permanent
representative of Peugeot 1810 on the board of Forvia SE; managing director of SC Rodom; board member of
Safran S.A.; member of the supervisory board of Soparexo S.C.A.; and observer on the supervisory board of
Rothschild & Co.
He is a Knight of the French National Order of Merit and a Knight of the French Legion of Honour.
Henri de Castries (non- executive Director) – Henri de Castries is Senior Independent Director and a non-
executive Director of Stellantis. Born in France in 1954, he is a graduate of École des Hautes Etudes
Commerciales (HEC) and École Nationale d’Administration (ENA).
Mr. de Castries was the chairman of the management board of AXA S.A. from 2000 and chairman and chief
executive officer from April 2010 until September 2016. He previously worked for the French Finance Ministry
Inspection Office and the French Treasury Department. In addition, Mr. de Castries currently serves as chairman
of Europe and Senior Advisor of General Atlantic; and lead director on the board of directors of LVMH. Mr. de
Castries became Senior Independent Director and a non-executive Director of Stellantis in January 2021.
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Fiona Clare Cicconi (non-executive Director) – Fiona Clare Cicconi is an employee representative on the
Stellantis Board of Directors. Born in London in 1966, Ms. Cicconi became Chief People Officer for Google in
January 2021. Prior to that she was Executive Vice President and Chief Human Resources Officer at
AstraZeneca PLC from 2014 to 2020. Ms. Cicconi started her career at General Electric, where she held various
human resources roles within the oil and gas business. Subsequently, she spent a number of years at Cisco,
overseeing human resources in Southern Europe and then industrial and employee relations in EMEA, before
joining F. Hoffmann La Roche in 2006. There, she was most recently responsible for global human resources for
Global Technical Operations. Ms. Cicconi became an employee representative on the Board of Directors of
Stellantis in January 2021.
Ms. Cicconi holds a diploma in international business studies from Leeds Metropolitan University.
Nicolas Dufourcq (non-executive Director) – Nicolas Dufourcq is a non-executive Director of Stellantis. Born in
France in 1963, Mr. Dufourcq is a graduate of École des Hautes Etudes Commerciales (HEC) and École
Nationale d’Administration (ENA).
Mr. Dufourcq began his career at the French Ministry of Economy and Finance in 1988 and then joined the
French Ministry of Health and Social Affairs in 1992, before joining France Telecom in 1994. In 1998, he created
Wanadoo, the internet access leader, a subsidiary of France Telecom, and listed it for €20 billion in 2000.
Between 1998 and 2003, he was CEO of Wanadoo and executive director of France Telecom in charge of the
internet, cable and pay TV. Mr. Dufourcq joined Capgemini in 2003, where he was in charge of the central and
southern Europe region. From 2004 to 2013, he served as chief financial officer and deputy chief executive
officer of Capgemini. Since February 7, 2013, Mr. Dufourcq has been the chief executive officer of Bpifrance SA.
In addition, Mr. Dufourcq serves as chief executive officer of Bpifrance Investissement S.A.S.; chief executive
officer of Bpifrance Assurance Export S.A.S.; chairman and chief executive officer of Bpifrance Participations
S.A.; and chairman of the supervisory board of STMicroelectronics N.V. 1. He served as permanent
representative of Bpifrance Participations S.A. on the board of directors of Orange from January 2017 to January
2021. Mr. Dufourcq became a non-executive Director of Stellantis in January 2021.
Ann Godbehere (non–executive Director) – Ann Godbehere is a non-executive Director of Stellantis. Ms.
Godbehere was born in Canada in 1955.
Ms. Godbehere started her career with Sun Life of Canada in 1976 in Montreal, Canada, and joined M&G Group
in 1981, where she served as senior vice president and controller for life and health, and property and casualty
businesses throughout North America. She joined Swiss Re in 1996, after it acquired the M&G Group, and
served as chief financial officer from 2003 to 2007. From 2008 to 2009, she was interim chief financial officer and
an executive director of Northern Rock bank in the initial period following its nationalization. Ms. Godbehere has
also held several non-executive director positions at Prudential plc, British American Tobacco plc, UBS AG, and
UBS Group AG. Until May 2019, Ms. Godbehere served as a non-executive director of Rio Tinto plc and Rio
Tinto Limited. She was also senior independent director of Rio Tinto plc. In addition, Ms. Godbehere currently
serves as a non-executive director of Shell plc and as an independent non-executive director of HSBC Holdings
plc. She is also Chairman of the Board of HSBC Bank plc. Ms. Godbehere is a fellow of the Institute of Chartered
Professional Accountants and a fellow of the Certified General Accountants Association of Canada. She became
a non-executive Director of Stellantis in January 2021.
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Claudia Parzani (non-executive Director) – Claudia Parzani is a non-executive Director of Stellantis. Ms.
Parzani was born Brescia, Italy in 1971. She received her law degree, magna cum laude, from Università degli
Studi di Milano.
Ms. Parzani is a Senior Advisor at Linklaters LLP, an international law firm, where she is a previous member of
the Executive Committee and partner specializing in corporate issues and corporate governance. Since 2022,
Ms. Parzani has been Chair of the board of directors of Borsa Italiana S.p.A., the Italian stock exchange, after
previously serving as Deputy Chair and a non-executive director. Ms. Parzani is Senior Advisor at Brunswick,
Deputy Chair of the Italian group of the Trilateral Commission, a member of the advisory board of UNHCR Italy
and the supervisory committee of Parks- Liberi e Uguali. She is also Chair of the Strategic Council of Fondazione
Italia per il Dono.
In the past, she was Deputy Chair of Il Sole 24 Ore S.p.A., Chair of Allianz S.p.A., and served as an external
member of the board of directors of Politecnico di Milano. She became a non-executive Director of Stellantis in
April 2024.
Daniel Ramot (non-executive Director) – Daniel Ramot is a non-executive Director of Stellantis. Mr. Ramot was
born in Ramat Gan, Israel in 1975. He is a graduate of the Israel Defense Forces’ Talpiot program, where he
earned a Bachelor of Science in Physics and Mathematics from The Hebrew University of Jerusalem. Mr. Ramot
also holds a Master of Science in Electrical Engineering from Tel Aviv University.
In 2008, Mr. Ramot joined D. E. Shaw Research as a Director, where he was instrumental in building
supercomputers designed to accelerate pharmaceutical drug discovery, developing advanced computational
techniques and algorithms to simulate molecular dynamics. In 2012, he co-founded Via , a provider of innovative
software solutions for public and private mobility systems and transportation planning services operating in over
35 countries. He became a non-executive Director of Stellantis in April 2025.
Benoît Ribadeau-Dumas (non-executive Director) – Benoît Ribadeau-Dumas is a non-executive Director of
Stellantis. Mr. Ribadeau-Dumas was born in France in 1972. He graduated from École Polytechnique and
attended the École Nationale d’Administration.
Mr. Ribadeau-Dumas is Chief Companies Officer at Exor N.V. He is also a member of the supervisory board of
Koninklijke Philips N.V. Mr. Ribadeau-Dumas began his career at the French Council of State in 1997 before
joining Thales, a leading French technology group in aerospace and defense, as Director of Business
Development. He held various roles within the company until 2009 when he was named CEO of Thales
Underwater Systems. Mr. Ribadeau-Dumas later served as Senior Executive Vice President at CGG, a
geoscience company now known as Veridien, and as a member of the management board of ZodiacAerospace
and CEO of its Aerosystems branch. In 2017, he joined the Cabinet of the French Prime Minister as Chief of
Staff. Mr. Ribadeau-Dumas became a non-executive Director of Stellantis in April 2023.
Alice Davey Schroeder (non-executive Director) - Alice Davey Schroeder is a non-executive director of
Stellantis. Ms. Schroeder was born in Dallas, Texas (U.S.) in 1956. She graduated with a BBA and MBA from the
Red McCombs School of Business at the University of Texas at Austin.
Ms. Schroeder currently serves on the boards of Carbon Streaming Corporation, HSBC North America Holdings
Inc., and Dakota Gold Corporation and previously served on the boards of Prudential plc, Natus Medical and
Bank of America Merrill Lynch International.
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She started her career in 1980 in Houston, Texas, at Ernst & Whinney and then, following Ernst & Whinney’s
merger with Arthur Young & Co., at Ernst & Young (“EY”). Ms. Schroeder served on the audit staff of EY as a
Certified Public Accountant until 1991, when she joined the staff of the Financial Accounting Standards Board,
the accounting standard-setting body of the United States. In 1993, she began a career on Wall Street, heading
research teams for the insurance industry as a managing director at CIBC Oppenheimer and PaineWebber, and,
managing director and senior advisor at Morgan Stanley. She became a non-executive Director of Stellantis in
April 2025.
Amount and Composition of the Remuneration of the Board of Directors
Details of the remuneration of the Board of Directors and its committees are set forth within the section
“Remuneration Report” included elsewhere within this report.
Directors' Share Ownership
The table below shows the number of Stellantis common shares owned by members of the Board of Directors as
at February 26, 2026:
Directors Owning Stellantis Common Shares | Shares | Percent of Class | ||
John Elkann | 1,227,009 | —% | ||
Antonio Filosa | 414,737 | |||
Robert Peugeot | 15,000 | —% | ||
Henri de Castries | 21,000 | —% | ||
Fiona Clare Cicconi | 11,662 | —% | ||
Nicolas Dufourcq | — | —% | ||
Ann Godbehere | 9,650 | —% | ||
Claudia Parzani | — | —% | ||
Daniel Ramot | ||||
Benoît Ribadeau-Dumas | — | —% | ||
Alice Davey Schroeder | — | —% |
No members of Senior Management beneficially own 1 percent or more of the Company’s common shares.
Board Practices and Committees
Board Regulations
On January 17, 2021, the Board of Directors adopted its current regulations and approved certain revisions on
October 10, 2024, to introduce the position of the non-executive director for employee engagement and related
role and responsibility. Board of Directors regulations deal with matters that concern the Board of Directors and
its committees internally (the “Board Regulations”).
The Board Regulations contain provisions concerning the manner in which meetings of the Board of Directors
are called and held, including the decision-making process. The Board Regulations provide that meetings may
be held by telephone or video conference, provided that all participating Directors can follow the proceedings
and participate in real-time discussion of the items on the agenda.
The Board of Directors can only adopt valid resolutions when the majority of the Directors in office are present at
the meeting or are represented thereat.
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A Director may only be represented by another Director authorized in writing.
A Director may not act as a proxy for more than one other Director.
All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at
the meeting, in accordance with the regulations adopted by the Board of Directors. Each Director shall have one
vote.
The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall
have expressed their opinions in writing, unless one or more Directors shall object in writing against the
resolution being adopted in this way prior to the adoption of the resolution.
The Board Regulations are available on the Company’s website.
Committees
On January 17, 2021, the Board of Directors established the following internal committees: (i) an Audit
Committee; (ii) a Governance and Sustainability Committee, now known as the ESG Committee; and (iii) a
Remuneration Committee, with such appointments becoming effective as of the Governance Effective Time.
The Audit Committee
On August 2, 2021, the Board of Directors adopted the charter of the Audit Committee and approved certain
revisions on February 12, 2024 in order to reflect the Audit Committee’s new responsibility to assist and advise
the Board of Directors on the integrity of the Company’s sustainability disclosures and reports in accordance
with applicable reporting standards, including the EU Corporate Sustainability Reporting Directive (“CSRD”).
The Audit Committee is responsible for assisting and advising the Board of Directors with respect to, inter alia: (i)
the integrity of the Company’s financial statements, including any published interim reports, related press
releases and other related corporate communications; (ii) the adequacy and effectiveness of the Company’s
internal control over financial reporting, financial reporting procedures and disclosure controls and procedures;
(iii) the integrity of the Company’s disclosures and reports on environmental, social, human rights and
governance factors (“sustainability reporting”) in accordance with applicable reporting standards and the
adequacy and effectiveness of the Company’s internal controls and audit in relation to sustainability reporting;
(iv) the Company’s policy on tax planning; (v) the Company’s financing; (vi) the Company’s applications of
information and communication technology, including risks relating to cybersecurity; (vii) the systems of internal
controls that management and the Board of Directors have established; (viii) the Company’s compliance with
legal and regulatory requirements; (ix) the Company’s compliance with recommendations and observations of
internal and independent auditors; (x) the open and ongoing communications regarding the Company’s financial
position and results of operations between the Board of Directors, the independent auditors, the Company’s
management and internal audit department; (xi) the Company’s policies and procedures for addressing certain
actual or perceived conflicts of interest; (xii) the qualifications, independence, oversight and remuneration of the
Company’s independent auditors and any non-audit services provided to the Company by the independent
auditors; (xiii) the selection of the independent auditor by recommending an independent auditor for nomination,
appointment or dismissal by the Company’s AGM; (xiv) the performance of the Company’s internal auditors and
independent auditors; (xv) risk management and risk assessment guidelines and policies, including major
financial risk exposure, and the steps taken to monitor and control such risks; and (xvi) the implementation and
effectiveness of the Company’s ethics and compliance program.
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The Audit Committee currently consists of Ms. Godbehere (Chairperson), Mr. de Castries, Ms. Parzani and Ms.
Schroeder. The Audit Committee is elected by the Board of Directors and is comprised of independent
Directors. The Senior Independent Director or a former executive Director may not serve as chairman of the
Audit Committee. Audit Committee members are required (i) not to have any material relationship with the
Company or perform the functions of auditors or accountants for the Company; (ii) to be “independent”, for
purposes of NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code; and (iii) to
be “financially literate” and have “accounting or selected financial management expertise” (as determined by
the Board of Directors). At least one member of the Audit Committee should be a “financial expert” as defined by
the Sarbanes-Oxley Act and the rules of the SEC and section 2(3) of the Decree on the Establishment of an Audit
Committee (Besluit instelling auditcommissie). No Audit Committee member may serve on more than four audit
committees for other public companies, absent a waiver from the Board of Directors which must be disclosed in
the Company’s annual report. Unless decided otherwise by the Audit Committee, the independent auditors of
the Company, the Chief Financial Officer (“CFO”) and the Chief Audit and Compliance Officer attend its
meetings while the CEO is entitled to attend meetings of the Audit Committee unless the Audit Committee
determines otherwise and shall attend the meetings of the Audit Committee, if the Audit Committee so requires.
The Audit Committee shall meet with the independent auditors at least once per year outside the presence of the
executive Directors and management.
Our Board of Directors has determined that Ms. Godbehere, Mr. de Castries and Ms. Schroeder are “audit
committee financial experts”. All Audit Committee members are independent directors under the NYSE rules,
Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code.
During 2025, ten meetings of the Audit Committee were held. The average attendance of its members at those
meetings was 100 percent. The Committee reviewed the Stellantis’ financial results for the period ended on June
30, 2025 and the full year 2025, as well as the shipments and revenues related to the first and third quarters of
the year. The Committee, with the assistance of the CFO and other Company officers mainly from finance,
internal audit and compliance, and legal departments, focused on main business drivers in addition to key
accounting, reporting matters and periodical reviews of certain areas such as enterprise risk management,
double materiality assessment, tax, treasury, acquisitions, insurance and employee benefits/pensions review
with specific focus on the areas of major audit risks such as the evaluation of assets and liabilities requiring
management judgment. Particular focus was dedicated to cybersecurity and information technology matters.
The Committee is charged with assisting and advising the Board of Directors with respect to the implementation
and effectiveness of the Company’s ethics and compliance program, among other things. In so doing, the Audit
Committee oversees and monitors the quality and completeness of the Company’s global compliance policies
and practices with respect to applicable legal and regulatory requirements, as well as with the requirements and
objectives of the Company’s Code of Conduct and Integrity Helpline, and, in 2025, reviewed the Human Rights
Policy.
The Audit Committee meets with the Company’s management, including finance, audit and compliance, and
legal staff to discuss, among other things, any significant legal, regulatory, Code of Conduct or other compliance
related matters, arising anywhere in the world, that could have a material adverse effect on the Company’s
business, financial statements or operations.
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The Committee also assists and advises the Board of Directors and acts under authority delegated by the Board
of Directors, with respect to among others the Company’s policy on tax planning adopted by management.
Independent auditors attended all the meetings providing regular information to the Committee on their activity.
The Committee reviewed the annual internal audit plan, the performance of external auditor, and received
updates on legal and compliance matters, with the General Counsel attending the Committee meetings. Internal
audit activity was reviewed on a regular basis with the Chief Audit and Compliance Officer attending all the
meetings and discussing with the Committee the main findings and remediating actions. Internal control over
financial reporting was part of these reviews as well. In line with the policy adopted by the Company, the
Committee was regularly involved in the review and approval of transactions entered into with related parties.
The Remuneration Committee
On January 17, 2021, the Board of Directors adopted the current charter of the Remuneration Committee. The
Remuneration Committee is responsible for, inter alia, assisting and advising the Board of Directors in: (i)
determining executive compensation consistent with the Company’s remuneration policy; (ii) reviewing and
approving the overall compensation strategy of the Company and the remuneration structure for the executive
Directors; (iii) administering equity incentive plans and deferred compensation benefit plans; (iv) discussing with
management the Company’s policies and practices related to compensation and issuing recommendations
thereon; and (v) preparing the remuneration report.
The Remuneration Committee currently consists of Ms. Cicconi (Chairperson), Mr. de Castries, Mr. Peugeot. Mr.
Ramot and Mr. Ribadeau-Dumas. The Remuneration Committee is elected by the Board of Directors, which shall
appoint one of its members as Chairperson of the Remuneration Committee, and is comprised of at least three
non-executive Directors, more than half of whom shall be independent under Dutch Corporate Governance
Code. Unless decided otherwise by the Remuneration Committee, the Chief Human Resources Officer attends
its meetings.
During 2025, four meetings of Stellantis’ Remuneration Committee were held with 100 percent attendance of its
members at those meetings. The Remuneration Committee approved the 2025 Remuneration Report,
recommended to the AGM to slightly revise the Company's Remuneration Policy and continued its engagement
with shareholders for feedback and dialogue regarding the Company’s compensation philosophy and pay
practices. Details of the activities of the Remuneration Committee are included in the Remuneration Report
section included elsewhere in this report.
The ESG Committee
On October 6, 2021, the Board of Directors adopted the charter of the ESG Committee, which amended the
former charter of the Governance and Sustainability Committee, by focusing on the ESG matters in addition to
the tasks previously included. The Board of Directors approved certain revisions to the ESG Committee charter
on February 12, 2024, in order to reflect the Audit Committee’s new responsibility to assist and advise the Board
of Directors on the integrity of the Company’s sustainability disclosures and reports in accordance with
applicable reporting standards, including the EU CSRD.
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The ESG Committee is responsible for, inter alia, assisting and advising the Board of Directors with: (i)
monitoring, evaluating, and reporting to the Board of Directors on the strategy, targets and achievements
relating to ESG matters globally of the Company and its subsidiaries; (ii) the identification of the criteria,
professional and personal qualifications for candidates to serve as Directors; (iii) periodic assessment of the size
and composition of the Board of Directors; (iv) periodic assessment of the performance of individual Directors
and reporting on this to the Board of Directors; (v) proposals for nomination and re-nomination of executive and
non-executive Directors; (vi) supervision of the policy on the selection and appointment criteria for top executive
management; and (vii) proposing and supervising the policy regarding succession planning for the Board of
Directors and top executive management.
The ESG Committee currently consists of Mr. de Castries (Chairperson), Ms. Cicconi, Mr. Dufourcq, Ms. Parzani
and Mr. Ribadeau-Dumas. The ESG Committee is elected by the Board of Directors and is comprised of at least
three non-executive Directors according to its charter. More than half of its members shall be independent under
the Dutch Corporate Governance Code. For a period of four years from January 17, 2021, the Chairperson shall
be selected among the independent directors nominated by PSA (or his or her replacement).
During 2025, two meetings of Stellantis ESG Committee were held with 90 percent attendance of its members at
those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and disclosures in
accordance with our updated strategic plan and its implementation. In addition, the ESG Committee periodically
assesses the performance of individual directors and reports on this to the Board of Directors.
In 2025, the ESG Committee recommended to the Board of Directors the nomination of Ms. Cicconi, Mr.
Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ramot, Mr. Ribadeau-Dumas and Ms. Schroeder as candidates for
non-executive director positions at the 2025 AGM. In addition, the non-executive directors, including the ESG
Committee, recommended the nomination of Mr. Filosa as a candidate for Executive Director position and Chief
Executive Officer at the 2025 EGM and Board of Directors meeting.
During the year, the committee assisted the Board of Directors by sharing developments in ESG strategy. The
committee presented key ESG initiatives, developments in ESG KPIs, and ESG ratings results from the main non-
financial rating agencies. The committee also presented the main lessons learned from its analysis of the gaps
between the content delivered by the Company and the expectations of ESG agencies, supplemented by
stakeholder engagement analyses as defined in its stakeholder engagement policy. The committee highlighted
how regulatory changes affect ESG. The committee clarified the Company's strategy regarding environmental
impact and updated ESG objectives to align with ongoing developments in corporate strategy. It shared the
developments brought about by updates to ESG-related policies and finally gave an overview of its philanthropic
projects and their impact on communities.
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Indemnification of Directors
Under the Articles of Association, Stellantis is required to indemnify any and all of its Directors, officers, former
Directors, former officers (including former directors and officers of PSA) and any person who may have served
at its request as a director or officer of another company in which it owns shares or of which it is a creditor who
were or are made a party or are threatened to be made a party or are involved in, any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative (each, a
“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a
Proceeding against any and all liabilities, damages, reasonable and documented expenses (including
reasonably incurred and substantiated attorney’s fees), financial effects of judgments, fines, penalties (including
excise and similar taxes and punitive damages) and amounts paid in settlement in connection with such
Proceeding by any of them. Notwithstanding the above, no indemnification will be made in respect of any claim,
issue, or matter as to which any of the above-mentioned indemnified persons will be adjudged in a final and
non-appealable decision to be liable for gross negligence or willful misconduct in the performance of such
person’s duty to Stellantis. This indemnification by Stellantis is not exclusive of any other rights to which those
indemnified may be entitled otherwise.
Conflict of Interest
A Director shall not participate in discussions and decision-making with respect to a matter in relation to which
he or she has a direct or indirect personal interest which is in conflict with the interests of the Company and the
business associated with the Company (“Conflict of Interest”), which shall be determined outside the presence
of the Director concerned. All transactions, where there is a Conflict of Interest, must be concluded on terms that
are customary in the branch concerned and approved by the Board of Directors. In addition, the Board of
Directors may determine that there is such a strong appearance of a Conflict of Interest of a Director in relation
to a specific matter, that it would be inappropriate for such Director to participate in discussions and the
decision-making process with respect to such matter. A Director shall promptly report any potential Conflict of
Interest to the Chairman (or to the Senior Independent Director or another Director in case of the Chairman) and
shall provide all relevant information concerning such potential Conflict of Interest.
At least annually, each non-executive Director shall assess in good faith whether he or she is independent under
best practice provision 2.1.8 of the Dutch Corporate Governance Code and each Director shall assess in good
faith whether he or she is independent under (a) the requirements of Rule 10A-3 under the Exchange Act, and
(b) Section 303A of the NYSE Listed Company Manual.
The Directors shall inform the Board of Directors through the Senior Independent Director or the Secretary of the
Board of Directors as to all material information regarding any circumstances or relationships that may impact
their characterization as “independent” or impact the assessment of their interests, including by responding
promptly to the annual questionnaires circulated by or on behalf of the Secretary that are designed to elicit
relevant information regarding such Director's business and other relationships relevant to the determination of
independence.
Based on each Director’s assessment described above, the Board of Directors shall make a determination at
least annually regarding such Director’s independence. These annual determinations shall be conclusive,
absent a change in circumstances from those disclosed to the Board of Directors that necessitates a change in
such determination.
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Senior Management
The Company’s management is led by Chief Executive Officer who is supported by a team of senior managers.
The following executives, designated as Senior Management, are the members of the SLT, the General Counsel
and the Chief Accounting Officer:
•Mr. Filosa (Chief Executive Officer, Executive Director, North America & American Brands)
•Mr. Cappellano (Enlarged Europe & European Brands and Stellantis Pro One)
•Mr. Zola (South America)
•Mr. Cherfan (Middle East & Africa and Micromobility)
•Mr. Olivier (China and India & Asia Pacific)
•Mr. Mele (Product Planning)
•Mr. Curic (Product Development & Technology);
•Mr. Jacquet (Quality)
•Ms. Genovese (Purchasing)
•Mr. Thiele (Supply Chain)
•Mr. Ciancia (Manufacturing);
•Mr. Laranjo (Chief Financial Officer)
•Mr. Chéreau (Human Resources, Sustainability and IT)
•Ms. Ingen-Housz (Corporate Affairs & Communications)
•Mr. Gilles (Chief Design Officer)
•Mr. Fossati (General Counsel)
•Ms. Van Etten (Chief Accounting Officer and Global Finance Transformation)
Summary biographies for these individuals are included below. For the biography of Mr. Filosa, see above.
Emanuele Cappellano – Emanuele Cappellano is responsible for Enlarged Europe, European Brands and
Stellantis Pro One.
From 2023, Mr. Cappellano led Stellantis South America, following two years at Marcolin – a global leader in the
eyewear industry – where he served as North America CEO and Group Strategy & Corporate Development
Director. Until September 2021, he served as Chief Financial Officer & Head of Financial Services in Stellantis’
South America region. During his career at FCA, he served as a board member, president and advisor and held
senior finance positions in areas such as Commercial, Product, Investment, Industrial, and Operations. He joined
FCA in 2002 and started working in South America in 2014.
Mr. Cappellano has a degree in business economics with an emphasis in finance from the University of Venice
and a master’s in accounting management and corporate finance from the University of Turin. He was born in
Rieti, Italy in 1976.
Herlander Zola - Herlander Zola is responsible for the South America region. Mr. Zola previously served as
Head of Commercial Operations for Stellantis Brazil and Light Commercial Vehicles for South America.
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Mr. Zola began his career at Volkswagen Brazil in 2000 and later held senior marketing positions at both BMW
and Audi in Brazil. He joined FCA in 2017, with responsibility for the FIAT brand in Latin America. One year later,
he added responsibility for the brand’s commercial operations in Brazil. Mr. Zola then served as Vice President
of the FIAT and Abarth brands for South America, and later as Senior Vice President of Commercial Operations
for FIAT, Jeep, Ram, Peugeot and Citroën Brazil.
Mr. Zola has a degree in Business Administration and a postgraduate degree in Marketing Management from
USCS, an MBA in Marketing from FIA/USP and a specialization in Leadership from London Business School. He
was born in São Paolo, Brazil in 1974.
Samir Cherfan - Samir Cherfan is responsible for the Middle East & Africa region and Micromobility. He has a
broad experience across the automotive value chain including R&D, manufacturing, product & program
management, and sales and marketing for various automotive groups. He started his career with Renault Group
in 1992. During the next 11 years, he held various management positions in research, engineering and modules
development and production. He then joined the program management department for seven years and
became program director of mid-range models designed for international markets. In 2010, he moved to the
front line as Managing Director of Eastern Paris retail network at Renault Retail Group. In 2012, he joined Nissan
Group in the Middle East, as Sales and Marketing Director before being appointed Managing Director one year
later. He joined Groupe PSA in 2017 as Sales and Marketing Senior Vice President for Middle East & Africa
region (MEA). In 2019, he was nominated Director of MEA Region and Executive Vice President. Mr. Cherfan
was also head of the industrial and commercial diversity reduction cross functional team.
Mr. Cherfan is currently director of Société de Promotion Industrielle et Automobile au Maroc - SOPRIAM.
Mr. Cherfan is an engineering graduate of Polytech Sorbonne, Paris, France. He was born in Hadath, Lebanon in
1967.
Grégoire Olivier - Grégoire Olivier is responsible for the China and India & Asia Pacific region. Mr. Olivier was
previously Head of China Strategy, responsible for the Stellantis Liason Office to Leapmotor and Chief Operating
Officer for China.
Mr. Olivier began as a civil servant in the French Ministry of Industry in 1984 and was appointed advisor to the
Prime Minister for Industry and Environment in 1990. From 1992 to 1998, he worked for Pechiney, first as
General Manager of Aluminium of Greece, then from 1995 as Chicago plant manager and subsequently Vice
President of American National Can. From 1998 to 2000, he was head of the Electronics Division of the battery
manufacturer SAFT before being appointed General Manager of the Company. Mr. Olivier was appointed CEO
of the electronics company SAGEM in 2001, which became SAFRAN in 2006.
Mr. Olivier joined PSA in 2006, as CEO of Faurecia. He joined the PSA Executive Committee as SVP of Programs
and Strategy in 2007 and moved to China in 2010 as SVP of China and South-East Asia. In 2016, Mr. Olivier was
named SVP of Mobility Services, and became General Secretary for Groupe PSA in 2018, in addition to
supervising Chinese activities from April 2020.
Mr. Olivier is a graduate of École Polytechnique (France), holds an engineering degree from École des Mines de
Paris and an MBA from the University of Chicago. He was born in Alger, Algeria in 1960.
Davide Mele - Davide Mele is responsible for Product Planning. Mr. Mele previously served as Head of
Programs and Product Planning, Head of Global Parts & Services, and Deputy Chief Operating Officer of
Enlarged Europe.
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Mr. Mele joined FIAT Group in 2001 as a Senior Auditor and held various roles of increasing responsibility in
Europe, North America and LATAM, serving as head of Group and North America Platform Finance & CapEx;
Financial Planning & Analysis; Chief Financial Officer and Head of Business Development for LATAM and then
Deputy COO for LATAM leading the launch of Jeep for the region. In 2018, he was appointed Deputy Chief
Operating Officer for FCA’s EMEA Region.
Mr. Mele holds a degree in management engineering and industrial management from Politecnico di Torino
(Italy). He was born in Fossano, Italy in 1973.
Ned Curic – Ned Curic is responsible for Product Development & Technology. Mr. Curic previously served as
Chief Engineering and Technology Officer.
From June 2017, Mr. Curic was Vice President, Alexa Automotive at Amazon, spearheading its efforts in the
automotive industry. He began his career in 1996 in the field of Engineering Systems at Northrop Grumman, a
U.S.-based multinational aerospace and defense technology company. Following a brief period in the financial
industry, Mr. Curic joined Microsoft in 2002 where he held various roles in consulting, product, security and
advisory. He entered the automotive industry in 2013, as Group Vice President & Chief Technology Officer at
Toyota Motor North America and, in 2015 became Co-founder and Executive Vice President, Technical Director
and Board Member at Toyota Connected.
Mr. Curic studied Informatics and Computer Science, and received a Master’s in Business Administration from
Pepperdine University, George L. Graziadio School of Business and Management in 2012. He was born in Novi
Pazar, Yugoslavia in 1971.
Sébastien Jacquet - Sébastien Jacquet is responsible for Quality.
Mr. Jacquet has more than two decades of experience at Groupe PSA and Stellantis. His career has been
marked by significant contributions to the international expansion of Groupe PSA, particularly in China, where he
worked for eight years at two automotive joint ventures. He has held various key positions including, since 2023,
Deputy to the Chief Engineering and Technology Officer, Cross Car Line & Project Engineering at Stellantis in
France.
Mr. Jacquet graduated with a master’s degree in engineering from the École Polytechnique in Paris and a
master’s in civil engineering from the University of California (Los Angeles). He also has an Executive MBA from
INSEAD. Mr. Jacquet was born in Nice, France in 1974.
Monica Genovese - Monica Genovese is responsible for Purchasing. Ms. Genovese previously had global
responsibility for Direct Material Purchasing for several commodity groups, including Chassis & Adaptation and
Powertrain.
Ms. Genovese joined FIAT Group in1995 working first in Manufacturing and then, in 1999, started her path in
Purchasing with roles of increasing responsibility. She joined the Parts & Services division in 2006 and was
named Parts Supply Chain Operations Director in 2008 with responsibility for activities in Europe, South America
and Asia. In 2011, Ms. Genovese became Head of Parts Supply Chain Operations and Purchasing for FIAT’s
EMEA Region. In 2015, she became Head of FCA Purchasing for the EMEA Region.
Genovese has a master’s degree in electronic engineering from Politecnico di Torino (Italy). She born in Milazzo,
Italy in 1970.
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Scott Thiele - Scott Thiele is responsible for Supply Chain. Mr. Thiele previously served as Senior Vice
President, North America Commercial Performance, Cost, and Supply Chain.
Mr. Thiele started his career at Whirlpool Corporation where he held a number of positions in purchasing and
engineering, becoming a global procurement leader overseeing the development of global commodity
strategies. He joined Chrysler Group in 2007 as lead purchasing executive for raw materials and stamping and
subsequently held a series of leadership positions in the Finance and Purchasing organizations. From 2016 until
2018, Mr. Thiele was Chief Purchasing Officer for FCA. From 2019 through 2020, he led the integration of the
North America Purchasing and Supply Chain organization. From 2020 through 2022, Mr. Thiele led the North
America Portfolio Planning Organization and he led the creation of the Strategic Technology Partnership within
the Engineering and Technology organization from 2022 through 2024.
Mr. Thiele holds a Bachelor of Mechanical Engineering degree from the University of Notre Dame. He also
earned a Master of Mechanical Engineering degree from the University of Michigan and a Master of Business
Management degree from Ashland University. Mr. Thiele was born in Ann Arbor, Michigan (U.S.) in 1969.
Francesco Ciancia - Francesco Ciancia is responsible for Manufacturing.
Before returning to Stellantis in 2025, Mr. Ciancia was Head of Mercedes-Benz Vans Operations in Stuttgart,
Germany, from 2022. He joined FIAT in 2001 and held roles of increasing responsibility in manufacturing,
including several positions at the Sata Melfi and Cassino plants in Italy, manager of the Fiat Chrysler
Automobiles (FCA) facility in Kragujevac, Serbia; head of Manufacturing for FCA Latin America; and head of
EMEA Manufacturing for Maserati and Premium Brands. With the creation of Stellantis in 2021, Mr. Ciancia was
named Head of Manufacturing for the Low-Mid segment for Enlarged Europe and Maserati.
Mr. Ciancia has a Master’s in Mechanical Engineering from Politecnico di Torino in Italy and an Executive MBA
from POLIMI Graduate School of Management. He was born in Avellino, Italy in 1974.
Joao Laranjo - Joao Laranjo is Chief Financial Officer, with responsibility for Financial Services, mergers and
acquisitions and joint ventures. Mr. Laranjo also serves as CFO for North America.
Mr. Laranjo began his career at General Electric in 2001, serving as Associate Auditor and later as Controller for
GE Healthcare in South America. In 2009, he joined FCA as Chief Accounting Officer for Latin America, rising to
CFO for the region. In 2017, he was appointed CFO of North America. In 2024, Mr. Laranjo joined Goodyear as
Vice President of Finance, leading the Americas Finance organization. He rejoined Stellantis in 2025 as CFO for
North America.
Mr. Laranjo holds an MBA from IBMEC in Brazil and is a graduate of the Advanced Finance Program at The
Wharton School. He was born in Belo Horizonte, Brazil in 1978.
Xavier Chéreau – Xavier Chéreau is responsible for Human Resources, Sustainability and IT. He has mainly built
his career path within the field of human resources and has alternated between the Head office and operations
activities within different sites and divisions. These have included R&D, manufacturing, and support functions.
Mr. Chéreau joined Groupe PSA in 1994 and subsequently held the position of Employment & Mobility Manager
for Europe. He went on to become Social Relations Manager at the Poissy plant in France and then Head of
Social Innovation and Management institute within the Group.
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In 2006, Mr. Chéreau was appointed Vice President, Director of Human Resources and Social Relations for the
Trémery and propulsion system plants. In 2009, he was appointed Senior Vice President, Industrial and R&D
Division Human Resources. In 2010, Mr. Chéreau also took operational responsibility for the Engineering testing
resources of the R&D department. From 2014 to 2015, he held the position of Director of Human Resources
Development, Talents and Top Management. In 2015, Mr. Chéreau was appointed Executive Vice President of
Human Resources of the Group and member of the Global Executive Committee. In 2018, he was appointed
Director of Human Resources and Transformation, a division that includes the Digital, IT and Real Estate
departments, and as of 2020, Compliance and Audit.
After a Bachelor’s degree in Economic Management, Mr. Chéreau completed his Master’s degree in Human
Resources (Employment Management & Corporate Social Development) at the ‘Institut Sciences Politiques de
Paris’, France. He was born in Paris, France in 1968.
Clara Ingen-Housz - Clara Ingen-Housz is responsible for Corporate Affairs & Communications.
Before joining Stellantis in 2024, Ms. Ingen-Housz served as Chief Ethics, Compliance & Privacy Officer and
Group Legal Counsel for Competition Law, Anticorruption and Economic Sanctions at Saint-Gobain starting in
2019. From 2010, Ingen-Housz was based in Hong Kong where, as a partner at Linklaters, she led the firm’s
Asia Pacific competition law practice. Previously, she practiced law in New York for 10 years at Sullivan &
Cromwell and Simpson Thacher & Bartlett, focusing on antitrust and international arbitration. For two years, she
was also a member of the European Commission’s Legal Service (Competition team) in Brussels.
Ms. Ingen-Housz is a graduate of Paris II-Panthéon Assas School of Law in Paris and Harvard Law School in the
U.S. She also holds an economics degree from Sciences Po in Paris. Ms. Ingen-Housz was born in Paris, France
in 1975.
Ralph Gilles - Ralph Gilles is Chief Design Officer. Mr. Gilles previously had design responsibility for the
Chrysler, Dodge, Jeep, Ram, Maserati and FIAT (for Latin America) brands.
Mr. Gilles joined Chrysler Corporation in 1992 as a designer and held roles of increasing responsibility at both
Chrysler and then FCA, including Senior Vice President – Product Design; President and CEO, Dodge Car
Brand; President and CEO, SRT Brand and Motorsports. In 2015, he was appointed Chief Design Officer for FCA
and a member of the FCA Group Executive Council.
Mr. Gilles holds a Bachelor of Fine Arts in Industrial Design from the College for Creative Studies, where he also
serves on the Board of Trustees. He also holds an MBA from Michigan State University. Mr. Gilles was born in
Manhattan, New York (U.S.) in 1970.
Giorgio Fossati – Giorgio Fossati is General Counsel. He was appointed Corporate General Counsel of FCA in
November 2014. Previously, Mr. Fossati was General Counsel of FIAT, a position to which he was appointed in
2011. Previously he had been General Counsel of Fiat Auto since 2002, following other positions of increasing
responsibility within the FIAT Legal department. Prior to that, Mr. Fossati worked in positions of increasing
responsibility in the legal department at Iveco S.p.A.
Mr. Fossati earned his master’s degree in law from the University of Turin School of Law. He was born in
Orbassano, Italy in 1961.
Bonnie Van Etten - Bonnie Van Etten is Chief Accounting Officer. She also has responsibility for Global Finance
Transformation.
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Ms. Van Etten began her career at PricewaterhouseCooopers in 1997, progressing to be a Director in the Global
Capital Markets Group. In 2006, she joined American Express as Vice President, Controller - Technical
Accounting Advisory Group, based in Singapore. In 2010, she joined Chrysler Group as Head of Technical
Accounting and following other positions of increasing responsibility she was appointed Group Chief Accounting
Officer of FCA in 2017. She was appointed Chief Accounting Officer of Stellantis in 2021. In 2024, Ms. Van Etten
joined Masco Corporation as Chief Accounting Officer and Controller. She rejoined Stellantis in 2025 as Chief
Accounting Officer.
Ms. Van Etten earned her bachelor’s degree in accounting and finance, summa cum laude, from Anderson
University. She was born in Indianapolis, Indiana (U.S.) in 1975.
Senior Management
The aggregate compensation expense for the members of Senior Management listed above was €30 million for
the year ended December 31, 2025, which included €6 million for share-based compensation expense, €1
million for short-term employee benefits and €3 million for pension and similar benefits.
Articles of Association and Information on Stellantis Shares
The following is a summary of material information relating to Stellantis common shares, including summaries of
certain provisions of the Articles of Association, the terms and conditions in respect of Stellantis special voting
shares (the “Terms and Conditions of Special Voting Shares”), and the applicable Dutch law provisions in effect
at the date of this report. The summaries of the Articles of Association and the Terms and Conditions of Special
Voting Shares as set forth in this report are qualified in their entirety by reference to the full text of the Articles of
Association and the Terms and Conditions of Special Voting Shares.
Share Capital
The authorized share capital of Stellantis amounts to €90,000,000, divided into 4,500,000,000 common shares
with a nominal value of €0.01 each, 4,499,750,000 class A special voting shares and 250,000 class B special
voting shares.
As of February 25, 2026, the share capital of the Company consisted of: 2,903,716,295 common shares,
866,522,224 Class A special voting shares and nil Class B special voting shares.
Stellantis common shares and special voting shares have been created under the laws of the Netherlands.
Stellantis common shares are registered shares represented by an entry in the shareholders’ register of
Stellantis. The Board of Directors may determine that, for the purpose of trading and transfer of shares on a
foreign stock exchange, share certificates will be issued in such a form as will comply with the requirements of
such a foreign stock exchange and Dutch law. A register of shareholders is maintained by Stellantis in the
Netherlands and a branch register is maintained in the U.S. on Stellantis’ behalf by Computershare Trust
Company, N.A., which serves as Stellantis’ branch registrar and transfer agent in the U.S.
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Beneficial interests in Stellantis common shares that are traded on the NYSE are held through the book-entry
system provided by The Depository Trust Company (“DTC”) and are registered in Stellantis’ register of
shareholders in the name of Cede & Co., as DTC’s nominee. Beneficial interests in Stellantis common shares
traded on Euronext Milan are held through Monte Titoli S.p.A., the Italian central clearing and settlement system,
as a participant (through Euroclear Bank) in DTC. Beneficial interests in Stellantis common shares traded on
Euronext Paris are held through Euroclear France and its intermediaries Euroclear Bank and J.P. Morgan, the
latter acting as a participant in DTC.
Special voting shares are registered shares represented by an entry in the shareholders’ register of Stellantis.
No share certificates have been issued with respect to the special voting shares. No right of pledge may be
established on special voting shares and the voting rights attributable to special voting shares may not be
assigned to an usufructuary.
Additional information on Stellantis’ equity as of December 31, 2025, is contained in Note 28, Equity, within the
Consolidated Financial Statements included elsewhere in this report for additional information.
Directors
Set forth below is a summary of the material provisions of the Articles of Association relating to our Directors.
This summary does not restate the Articles of Association in their entirety.
The members of the Board of Directors are appointed by the AGM, taking into account the nomination rights set
out in the Articles of Association and further described under “Nomination Rights”.
The initial term of office of each of the Chairman, Senior Independent Director, and Vice Chairman is five years,
in each case beginning on the Governance Effective Time and therefore the term of their office will expire
immediately after the close of the AGM to be held in 2026. In accordance with Article 19.10 of the Company’s
articles of association, the term of office of directors will in principle be for a period of two years and,
accordingly, the term of office for the newly appointed CEO will end immediately after the close of the AGM to be
held in 2027. Under Articles of Association, after the initial term, the term of office of the Directors is for a period
of two years, provided that unless a Director has resigned at an earlier date the term of office shall lapse
immediately after the close of the first AGM held two years following the appointment: therefore, for each of the
other Directors appointed by the 2025 AGM, after the initial term, it will expire immediately after the close of the
AGM to be held in 2027. Each Director may be reappointed for an unlimited number of terms.
Stellantis has a policy in respect of the remuneration of the members of the Board of Directors. With due
observation of the remuneration policy, the Board of Directors may determine the remuneration for Directors in
respect of the performance of their duties. The Board of Directors must submit plans to award shares or the right
to subscribe for shares to the AGM for its approval.
Stellantis shall not grant the Directors any personal loans or guarantees.
Additional information on the Board of Directors is contained in the Report of the Non-Executive Directors
included elsewhere in this report.
Nomination Rights
The Articles of Association provide for certain rights of Exor, EPF/Peugeot Invest and BPI (each a “Nominating
Shareholder”) to nominate the number of Directors mentioned below for future terms of office of the Board of
Directors. In particular, and subject to the terms and conditions set forth in the Articles of Association:
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•Exor shall have the right to nominate two directors;
•BPI (or EPF/Peugeot Invest, as further described below) shall have the right to nominate one director; and
•EPF/Peugeot Invest shall have the right to nominate one director.
Notwithstanding the above:
•if the number of Stellantis common shares held by BPI, and/or any of its affiliates, or EPF/Peugeot Invest, and/
or any of their affiliates, falls below the number of shares corresponding to five percent of the issued and
outstanding Stellantis common shares, such shareholder will no longer be entitled to nominate a Director (in
which case, any Director nominated by BPI or EPF/Peugeot Invest, as the case may be, will be required to
resign as promptly as reasonably practicable (and in any case, within ten days of the relevant threshold no
longer being met)); and
•if, at any time within the six years following the Governance Effective Time or on the sixth anniversary of the
Effective Time, both (i) the number of Stellantis common shares held by EPF/Peugeot Invest and/or their
affiliates increases to a number of shares corresponding to eight percent or more of the issued and
outstanding Stellantis common shares and (ii) the number of Stellantis common shares held by BPI and/or its
affiliates falls below the number of shares corresponding to five percent of the issued and outstanding
Stellantis common shares, then EPF/Peugeot Invest will be entitled to nominate a second Director to the Board
of Directors in replacement of the BPI nominee (the “EPF/Peugeot Invest Additional Director”).
As an exception to the foregoing paragraph, if at any time within the six years following the Effective Time:
•the number of Stellantis common shares held by BPI and its affiliates, on the one hand, or EPF/Peugeot Invest
and their affiliates, on the other hand, represents between four percent and five percent of the issued and
outstanding Stellantis common shares (the “Threshold Stake”);
•either BPI or EPF/Peugeot Invest has not otherwise lost its right to nominate a Director in accordance with the
preceding paragraph; and
•the number of Stellantis common shares held by BPI, EPF/Peugeot Invest and their respective affiliates
represents, in aggregate, eight percent or more of the issued and outstanding Stellantis common shares,
the Nominating Shareholder which holds the Threshold Stake will maintain its right to nominate a Director to the
Board of Directors until the sixth anniversary of the Effective Time (it being understood that while BPI is entitled
to nominate a Director pursuant to this exception, EPF/Peugeot Invest will not be entitled to nominate the EPF/
Peugeot Invest Additional Director).
Additionally, Exor’s right to nominate representative(s) to the Board of Directors will decrease in the event Exor
and/or its affiliates reduce their equity ownership in Stellantis as follows:
•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to
eight percent of the issued and outstanding Stellantis common shares, Exor will be entitled to nominate one
Director instead of two; and
•if the number of shares held by Exor and/or its affiliates falls below the number of shares corresponding to five
percent of the issued and outstanding Stellantis common shares, Exor will no longer be entitled to nominate a
Director.
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In such cases, the Director designated by Exor for resignation from among the Directors nominated by Exor will
be required to resign as promptly as reasonably practicable (and in any case, within ten days of the relevant
threshold no longer being met) after the number of Stellantis common shares held by Exor and/or its affiliates
falls below the applicable threshold.
Any event or series of events (including any issue of new shares) other than a transfer (including transfer under
universal title) of Stellantis common shares will be disregarded for the purpose of determining whether the
applicable Nominating Shareholder reaches the relevant threshold(s).
Pursuant to the Articles of Association, the AGM may at all times overrule a binding nomination for the
appointment of a Director by a two-thirds majority of the votes cast, with such two-thirds majority of the votes
cast representing more than half of the issued and outstanding share capital of Stellantis.
Additionally, the Articles of Association provide that the nomination rights of a Nominating Shareholder lapse
upon a Change of Control of such Nominating Shareholder. A “Change of Control” is defined in Article 1.1. of the
Articles of Association as any direct or indirect transfer carried out by a shareholder that is not an individual
through one or a series of related transactions as a result of which (i) a majority of the voting rights in such
shareholder; (ii) the de facto ability to direct the casting of a majority of the votes exercisable at general
meetings of such shareholder; and/or (iii) the ability to appoint or remove a majority of the directors, executive
directors or board members or executive officers of such shareholder or to direct the casting of a majority of the
voting rights at meetings of the board of directors, management board or similar governing body of such
shareholder has been transferred to the transferee of such shares, provided that no Change of Control will be
deemed to have occurred if (a) the transfer of ownership and/or control is an intragroup transfer under the same
controlling person, (b) the transfer of ownership and/or control is the result of the succession or the liquidation of
assets between spouses or the inheritance, inter vivos donation or other transfer to a spouse or a relative up to
and including the fourth degree, (c) the fair market value of the Qualifying Common Shares (as defined under
“—Loyalty Voting Structure”) held by such shareholder represents less than 20 percent of the total assets of the
Transferred Group at the time of the transfer and the Qualifying Common Shares held by such shareholder, in
the sole judgment of Stellantis, are not otherwise material to the Transferred Group or the change of control
transaction.
Article 1.1 of the Articles of Association defines “Transferred Group” as the relevant shareholder together with its
affiliates, if any, over which control was transferred as part of the same Change of Control transaction.
No Liability to Further Capital Calls
All of the outstanding Stellantis common shares and special voting shares are fully paid and non-assessable.
Discriminating Provisions
Except for the voting limitations described in this section under “—AGM and Voting Rights —Voting Limitations”,
there are no provisions of the Articles of Association that discriminate against a shareholder because of its
ownership of a certain number of shares.
Issuance of shares
The AGM, or alternatively the Board of Directors if it has been designated to do so at the AGM, shall have
authority to resolve on any issuance of shares and rights to subscribe for shares.
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The Board of Directors was irrevocably authorized, for a period of three years from January 16, 2021 to issue
common shares and rights to subscribe for common shares up to in aggregate (i) ten percent of the issued
common shares for general corporate purposes as of January 16, 2021, plus (ii) an additional ten percent of the
issued common shares as of such date, if the issuance and/or the granting of rights to subscribe for common
shares occurs in connection with the acquisition of an enterprise or a corporation, or, if such issuance and/or the
granting of rights to subscribe for common shares is otherwise necessary in the opinion of the Board of
Directors. The Board of Directors was also designated, for a period of three years from January 16, 2021, as the
authorized body to limit or exclude the rights of pre-emption of shareholders in connection with the foregoing
authority of the Board of Directors to issue Stellantis common shares and grant rights to subscribe for Stellantis
common shares. Refer to the “Rights of Pre-emption” section elsewhere in this report. The AGM held on April 13,
2023, April 16, 2024 and April 15, 2025 resolved to extend the authorization of the Board of Directors as per the
date it lapses for a period of 18 months. Current authorization, resolved by AGM held on April 15, 2025 will lapse
on October 14, 2026. The authorization is limited to 10 percent of the issued common shares for general
corporate purposes as per the date of the 2025 AGM (April 15, 2025) and can be used for any and all purposes.
The AGM, or the Board of Directors if so designated in accordance with the Articles of Association, shall decide
on the price and the further terms and conditions of issuance, with due observance of what is required in relation
thereto under Dutch law and the Articles of Association.
If the Board of Directors is designated by the AGM to have authority to decide on the issuance of shares or
rights to subscribe for shares, such a designation shall specify the class of shares and the maximum number of
shares or rights to subscribe for shares that can be issued under such a designation. When making such
designation the duration of the Board of Directors’ relevant authority, which shall not be for more than five years,
shall be resolved upon at the same time. The designation may be extended from time to time for periods not
exceeding five years. The designation may not be withdrawn unless otherwise provided in the resolution in
which the designation is made.
Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a
currency other than Euro may only be made with the consent of the Board of Directors.
Rights of Pre-emption
Under Dutch law and the Articles of Association, each Stellantis shareholder has a right of pre-emption in
proportion to the aggregate nominal value of its common shares upon the issuance of new Stellantis common
shares, or the granting of rights to subscribe for Stellantis common shares. Exceptions to this right of pre-
emption include the issuance of new Stellantis common shares, or the granting of rights to subscribe for
Stellantis common shares: (i) to employees of Stellantis or another company of Stellantis pursuant to an equity
incentive plan of Stellantis; (ii) against payment in kind (contribution other than in cash); and (iii) to persons
exercising a previously granted right to subscribe for Stellantis common shares. Shareholders do not have any
right of pre-emption in connection with the issuance of special voting shares. Rights of pre-emption may be
exercised during a period of at least two weeks after the announcement of an issuance of new Stellantis
common shares in the Dutch State Gazette.
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The AGM may resolve to limit or exclude the rights of pre-emption upon an issuance of Stellantis common
shares, which resolution requires approval of at least two-thirds of the votes cast if less than one-half of the
issued and outstanding share capital is present or represented at the AGM. If more than one-half of the issued
and outstanding share capital is present or represented at the AGM, an absolute majority of the votes cast is
required. The Articles of Association, or the AGM, may also designate the Board of Directors to resolve to limit or
exclude the rights of pre-emption in relation to the issuance of Stellantis common shares. Pursuant to Dutch law,
the designation by the AGM may be granted to the Board of Directors for a specified period of time of not more
than five years and only if the Board of Directors has also been designated or is simultaneously designated the
authority to resolve to issue Stellantis common shares. In the proposal to the AGM in respect of the Board of
Directors’ authority to resolve to limit or exclude such rights of pre-emption, the reasons for the proposal and the
choice of the intended price of issue will be explained in writing.
Repurchase of Shares
Upon agreement with the relevant shareholder, Stellantis may acquire fully paid-up shares in its own share
capital at any time for no consideration (om niet), or, subject to certain provisions of Dutch law and the Articles of
Association, for consideration if: (i) Stellantis’ shareholders’ equity less the payment required to make the
acquisition does not fall below the sum of called-up and paid-in share capital and any reserves to be maintained
pursuant to Dutch law and the Articles of Association; (ii) Stellantis would thereafter not hold a pledge over
Stellantis common shares, or together with its subsidiaries, hold Stellantis common shares with an aggregate
nominal value exceeding 50 percent of Stellantis’ issued share capital; and (iii) the Board of Directors has been
authorized to do so by the AGM.
Stellantis’ equity, as shown in the last confirmed and adopted balance sheet, after deduction of the acquisition
price for shares in the share capital of Stellantis, the amount of the loans as referred to in Article 2:98c of the
Dutch Civil Code and distributions from profits or reserves to any other persons that became due by the
Company and its subsidiary companies after the date of the balance sheet, shall be decisive for purposes of
items (i) and (ii) referred to in the immediately preceding paragraph. If no annual accounts have been confirmed
and adopted when more than six months have expired after the end of any financial year, then an acquisition in
reliance on the immediately preceding paragraph shall not be allowed until the relevant annual accounts are
adopted.
The acquisition of fully paid-up shares by Stellantis other than for no consideration (om niet) requires
authorization by the AGM. Such authorization may be granted to the Board of Directors for a period not
exceeding 18 months and shall specify the number of shares, the manner in which the shares may be acquired
and the price range within which shares may be acquired. The authorization is not required for the acquisition by
Stellantis of shares for employees of Stellantis, or another company of Stellantis, under a scheme applicable to
such employees and no authorization is required for repurchase of shares acquired in certain other limited
circumstances in which the acquisition takes place by operation of law, such as pursuant to mergers or
demergers. In case of acquisition of shares by Stellantis for employees of Stellantis, such shares must be
officially listed on the price list of an exchange.
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Stellantis may, including jointly with its subsidiaries, hold Stellantis common shares in its own capital exceeding
one-tenth of its issued and outstanding capital for no more than three years after acquisition of such Stellantis
common shares for no consideration (om niet) or in certain other limited circumstances in which the acquisition
takes place by operation of law, such as pursuant to mergers or demergers. Any Stellantis common shares held
by Stellantis in excess of the amount permitted shall transfer to all members of the Board of Directors jointly at
the end of the last day of such three-year period. Each member of the Board of Directors shall be jointly and
severally liable to compensate Stellantis for the value of the Stellantis common shares at such a time, with
interest payable at the statutory rate on such shares. The term “Stellantis common shares” as used in this
paragraph shall include depositary receipts for shares and shares in respect of which Stellantis holds a right of
pledge.
No votes may be cast at an AGM on behalf of the Stellantis common shares held by Stellantis or its subsidiaries.
In addition, no voting rights may be cast at an AGM in respect of Stellantis common shares for which depositary
receipts have been issued that are owned by Stellantis. Nonetheless, the holders of a right of usufruct or pledge
in respect of shares held by Stellantis and its subsidiaries in Stellantis share capital are not excluded from the
right to vote on such shares if the right of usufruct or pledge was granted prior to the time such shares were
acquired by Stellantis or its subsidiaries. Neither Stellantis nor any of its subsidiaries may cast votes in respect of
a share on which it or its subsidiaries holds a right of usufruct or pledge.
Reduction of Share Capital
The Stellantis common shares held in treasury by Stellantis and all issued class A special voting shares may be
cancelled, and the nominal value of shares may be reduced, with the approval of the AGM.
A resolution to reduce the share capital requires a majority of at least two-thirds of the votes cast at the AGM if
less than one-half of the issued and outstanding share capital is present or represented at the meeting. If more
than one-half of the issued and outstanding share capital is present or represented at an AGM, an absolute
majority of the votes cast is required.
Class A special voting shares may be cancelled by resolution taken by a majority of at least two-thirds of the
votes cast at an AGM, subject to the approval of the meeting of holders of the class A special voting shares.
Cancellation of class A special voting shares shall take place without repayment of the nominal value of the
special voting shares, and such nominal value shall be added to the special capital reserve.
Any reduction of the nominal value of the Stellantis common shares without repayment must be made pro rata on
all common shares. Any reduction of the nominal value of the special voting shares shall take place without
repayment.
A partial repayment on Stellantis common shares shall only be allowed in implementation of a resolution to
reduce the nominal value of the Stellantis common shares. Such partial repayment must be made in respect of
all Stellantis common shares on a pro rata basis. The pro rata requirement may be waived with the consent of all
the holders of Stellantis common shares.
Any proposal for a cancellation or reduction of nominal value is subject to general requirements of Dutch law
with respect to reductions of share capital.
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Transfer of Shares
In accordance with the provisions of Dutch law, pursuant to Article 13 of the Articles of Association, the transfer
of Stellantis common shares or the creation of a right in rem in such shares requires a deed intended for that
purpose and, save when Stellantis is a party to the deed, written acknowledgment by Stellantis of the transfer.
Common shares that have been entered into DTC’s book-entry system will be registered in the name of Cede &
Co. as nominee for DTC and transfers of beneficial ownership of shares held through DTC will be effected by
electronic transfer made by DTC participants. Article 13 of the Articles of Association does not apply to the
trading of such Stellantis common shares on a regulated market or the equivalent of a regulated market.
Transfers of shares held outside of (i) DTC or another direct registration system maintained by Computershare
Trust Company, N.A., Stellantis’ transfer agent in New York, (ii) Monte Titoli S.p.A. or (iii) Euroclear France
(collectively, the “Regular Trading Systems”) and not represented by certificates are effected by a deed
intended for that purpose (including a stock transfer instrument) and, save where Stellantis is a party to the
deed, require written acknowledgement by Stellantis. Transfer of common shares for which registered
certificates have been issued is effected by presenting and surrendering the certificates to the transfer agent. A
valid transfer requires the registered certificates to be properly endorsed for transfer as provided for in the
certificates and accompanied by proper instruments of transfer and stock transfer tax stamps for, or funds to
pay, any applicable stock transfer taxes. Stellantis may acknowledge the transfer by making an annotation on
such certificate as proof of the acknowledgement or by replacing the surrendered certificate by a new share
certificate registered in the name of the transferee.
Stellantis common shares are freely transferable. The Stellantis common shares registered in the Loyalty
Register pursuant to Stellantis’ loyalty voting structure and special voting shares are subject to the transfer
restrictions described under “—AGM and Voting Rights—General Meetings and —Loyalty Voting Structure—
Terms and Conditions of the Special Voting Shares—Withdrawal of Special Voting Shares”.
Exchange Controls and Other Limitations Affecting Shareholders
Under Dutch law, there are no exchange control restrictions on investments in, or payments on, Stellantis
common shares. There are no special restrictions in the Articles of Association or Dutch law that limit the right of
shareholders who are not citizens or residents of the Netherlands to hold or vote Stellantis common shares.
Annual Accounts and Independent Auditor
Stellantis’ financial year is the calendar year. Within four months after the end of each financial year, the Board of
Directors shall prepare and publish the annual accounts, consisting of a balance sheet, a profit and loss
account and explanatory notes and which must be accompanied by an annual report and an auditor’s report,
alongside any other information that would need to be made public in accordance with the applicable provisions
of law and the requirements of any stock exchange on which Stellantis common shares are listed. Stellantis shall
make such annual accounts, annual report, and auditor’s report available for inspection at Stellantis’ office. All
members of the Board of Directors are required to sign the annual accounts and in case the signature of any
member is missing, the reason for this must be stated. The annual accounts are to be adopted by the AGM. The
annual accounts, the annual report and independent auditor’s report are made available through Stellantis’
website to the shareholders for review as from the day of the notice convening the AGM. If it is justified in view of
Stellantis’ activities or the international structure of its Company, as determined by the Board of Directors,
Stellantis’ annual accounts or its consolidated accounts may be prepared in a currency other than Euro.
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Payment of Dividends
Stellantis may make distributions to the shareholders and other persons entitled to distributions only to the extent
that its shareholders’ equity exceeds the sum of the paid-up and called-up portion of the share capital and the
reserves that must be maintained in accordance with Dutch law and the Articles of Association. No distribution
of profits or other distributions may be made to Stellantis itself for shares that Stellantis holds in its own share
capital.
Stellantis may make a distribution of profits to the shareholders after the adoption of its statutory annual
accounts. The Board of Directors, or the AGM upon a proposal of the Board of Directors, may resolve to make
distributions from Stellantis’ share premium reserve or from any other reserve (other than the special capital
reserve), provided that payments from reserves other than the Special Voting Shares Dividend Reserve may only
be made to holders of Stellantis common shares.
Holders of special voting shares shall not receive any dividends in respect of the special voting shares;
however, Stellantis shall maintain a separate dividend reserve for the special voting shares (“Special Voting
Shares Dividend Reserve”) for the sole purpose of the allocation of the mandatory minimal profits that accrue to
the special voting shares (as further described under “—Loyalty Voting Structure —AGM and —Voting Rights—
General Meetings”). A distribution from the Special Voting Shares Dividend Reserve or the (partial) release of the
Special Voting Shares Dividend Reserve, shall require a prior proposal from the Board of Directors and a
subsequent resolution of the meeting of holders of special voting shares, and shall be made exclusively to the
holders of special voting shares in proportion to the aggregate nominal value of their special voting shares.
From the profits shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of
Directors may determine. The profits remaining thereafter shall first be applied to allocate and add to the Special
Voting Shares Dividend Reserve an amount equal to one percent of the aggregate nominal amount of all special
voting shares outstanding at the end of the financial year to which the annual accounts pertain. The special
voting shares shall not carry any other entitlement to the profits.
Insofar as the profits have not been distributed or allocated to the reserves, they may, by resolution of the AGM,
be distributed as dividends on the Stellantis common shares only. The Board of Directors may resolve that
distributions will be made payable either in Euro or in another currency. The Board of Directors, or the AGM
upon a proposal by the Board of Directors, may resolve that a distribution will, wholly or partially, be made other
than in cash, including in the form of Stellantis common shares or shares in another listed company, provided
that, in case of a distribution in the form of Stellantis common shares, the Board of Directors has been
designated as the body competent to pass a resolution for the issuance of shares.
The Board of Directors will have the power to declare one or more interim dividends or other distributions,
subject to certain provisions of Dutch law and certain conditions set forth in the Articles of Association.
Dividends and other distributions will be made payable in the manner and at such date(s) as the Board of
Directors or the AGM upon a proposal by the Board of Directors will determine.
The right to dividends and distributions shall lapse if the dividends or distributions are not claimed within five
years following the day after the date on which they first became payable. Any dividends or other distributions
made in violation of the Articles of Association or Dutch law shall have to be repaid by the shareholders who
knew, or should have known, of such violation.
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Information on the payment of dividends is contained in the section “OTHER INFORMATION” elsewhere in this
report.
Amendments to the Articles of Association, including Variation of Rights
A resolution of the AGM to amend the Articles of Association or to wind up Stellantis may be approved only if
proposed by the Board of Directors and approved by a vote of an absolute majority of the votes cast, provided
that a resolution to amend Stellantis’ corporate seat and/or place of effective management will require a majority
of at least two-thirds of the votes cast.
The rights of shareholders may be changed only by amending the Articles of Association in compliance with
Dutch law, provided that rights specific to nominating shareholders set out in the Articles of Association cannot
be amended without the prior written approval of such shareholder.
Dissolution and Liquidation
The AGM may resolve to dissolve Stellantis upon a proposal of the Board of Directors thereto. In the event of
dissolution, Stellantis will be liquidated in accordance with Dutch law and the Articles of Association and the
liquidation shall be arranged by the members of the Board of Directors, unless the AGM appoints other
liquidators. The AGM will appoint, and decide on the remuneration of, the liquidators. During liquidation, the
provisions of the Articles of Association will remain in force as long as possible.
If Stellantis is dissolved and liquidated, whatever remains of Stellantis’ equity after all its debts have been
discharged shall first be applied to distribute the aggregate balance of share premium reserves and other
reserves (other than the Special Voting Shares Dividend Reserve) to holders of Stellantis common shares in
proportion to the aggregate nominal value of Stellantis common shares held by each holder; secondly, from any
balance remaining, an amount equal to the aggregate amount of the nominal value of Stellantis common shares
will be distributed to the holders of Stellantis common shares in proportion to the aggregate nominal value of
Stellantis common shares held by each of them; thirdly, from any balance remaining, an amount equal to the
aggregate amount of the Special Voting Shares Dividend Reserve will be distributed to the holders of special
voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them;
fourthly, from any balance remaining, the aggregate amount of the nominal value of the special voting shares will
be distributed to the holders of special voting shares in proportion to the aggregate nominal value of the special
voting shares held by each of them; and, lastly, any balance remaining will be distributed to the holders of
Stellantis common shares in proportion to the aggregate nominal value of Stellantis common shares held by
each of them.
Liability of Directors
Under Dutch law, the management of a company with a one-tier board structure like Stellantis is a joint
undertaking and each member of the Board of Directors can be held jointly and severally liable to Stellantis for
damages in the event of improper or negligent performance of his or her duties. Furthermore, members of the
Board of Directors can be held liable to third parties based on tort pursuant to certain provisions of the Dutch
Civil Code. All Directors are jointly and severally liable for failure of one or more Directors. However, an individual
Director may be exempted from liability if he or she proves that he or she cannot be held culpable for the
mismanagement and that he or she has not been negligent in seeking to prevent the consequences of the
mismanagement. In this regard a Director may, however, refer to the allocation of tasks between the Directors. In
certain circumstances, Directors may incur additional specific civil and criminal liabilities.
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Election and Removal of Directors
Any Director may be suspended or dismissed at any time by resolution of the AGM. A resolution of the AGM to
suspend or dismiss a Director appointed upon a binding nomination will require a majority of at least two-thirds
of the votes cast, with such two-thirds majority of the votes cast representing more than half of the issued and
outstanding share capital, unless the person who made the binding nomination for such Director supports the
suspension or dismissal (as the case may be), in which case an absolute majority of the votes cast is required.
Loyalty Voting Structure
Stellantis adopted the loyalty voting structure as summarized below on January 17, 2021.
Shareholders of Stellantis may at any time elect to participate in the loyalty voting structure by requesting that
Stellantis registers all or some of their common shares in a separate register (the “Loyalty Register”). The
registration of common shares in the Loyalty Register blocks such shares from trading in the Regular Trading
Systems. If such number of common shares (the “Electing Common Shares”) have been registered in the Loyalty
Register (and thus blocked from trading in the Regular Trading Systems) for an uninterrupted period of three
years in the name of the same shareholder (such a share a “Qualifying Common Share”), the relevant
shareholder becomes eligible to receive one class A special voting share for each Qualifying Common Share. If,
at any time, such common shares are de-registered from the Loyalty Register for whatever reason, the relevant
shareholder shall lose its entitlement to hold a corresponding number of special voting shares. From January 17,
2021, shareholders will only be able to receive class A special voting shares and not class B special voting
shares. Class B special voting shares were created at the Governance Effective Time in order to be held by FCA
shareholders (other than Exor) who held FCA special voting shares prior to such time. In December 2022 all
class B special voting shares were exchanged for class A special voting shares in accordance with the Terms
and Conditions of Special Voting Shares. On June 20, 2024, the remaining number of class B special voting
shares was cancelled in accordance to the resolution adopted by the AGM on April 16, 2024.
A holder of Electing Common Shares or Qualifying Common Shares may at any time request the de-registration
of some or all of the number of such shares from the Loyalty Register, which will allow such shareholder to freely
trade such common shares. From the moment of such a request, the holder of Electing Common Shares or
Qualifying Common Shares shall be considered to have waived his or her rights to cast any votes associated
with such special voting shares to be de-registered from the Loyalty Register. Upon the de-registration from the
Loyalty Register, the relevant number of common shares will therefore cease to be Electing Common Shares or
Qualifying Common Shares. Any de-registration request would automatically trigger a mandatory transfer
requirement pursuant to which the relevant special voting shares will be acquired by Stellantis for no
consideration (om niet) in accordance with the Terms and Conditions of Special Voting Shares.
Stellantis common shares are freely transferable. However, any transfer or disposal of Stellantis common shares
with which special voting shares are associated would trigger the de-registration of such common shares from
the Loyalty Register and the transfer of all relevant special voting shares to Stellantis. Special voting shares are
not admitted to listing and are transferable only in very limited circumstances (including, among other things,
transfers to affiliates or to relatives through succession, donation, or other transfers, provided that the
corresponding Qualifying Common Shares are also transferred to such party, or transfers with the approval of
the Board of Directors). In particular, no shareholder shall, directly or indirectly: (a) sell, dispose of or transfer
any special voting share or otherwise grant any right or interest in any special voting share, other than as
permitted pursuant to the Articles of Association or the Terms and Conditions of Special Voting Shares; or (b)
create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special voting
share or any interest in any special voting share.
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The purpose of the loyalty voting structure is to grant long-term shareholders an extra voting right by means of
granting a special voting share (shareholders holding special voting shares are entitled to exercise one vote for
each special voting share held and one vote for each Stellantis common share held), without entitling such
shareholders to any economic rights, other than those pertaining to the common shares. However, under Dutch
law, the special voting shares cannot be totally excluded from economic entitlements. As a result, pursuant to
the Articles of Association, holders of special voting shares are entitled to a minimum dividend, which is
allocated to a separate special voting shares dividend reserve (the “Special Voting Shares Dividend Reserve”).
A distribution from the Special Voting Shares Dividend Reserve or the (partial) release of the Special Voting
Shares Dividend Reserve will require a prior proposal from the Board of Directors and a subsequent resolution of
the meeting of holders of special voting shares. The powers to vote upon the distribution from the Special Voting
Shares Dividend Reserve and the cancellation of all class A special voting shares are the only powers that are
granted to that meeting pursuant to the Articles of Association, which can only be convened by the Board of
Directors as it deems necessary. The special voting shares do not have any other economic entitlement.
Section 11 of the Terms and Conditions of Special Voting Shares includes liquidated damages provisions
intended to discourage any attempt by holders to violate the Terms and Conditions of Special Voting Shares.
These liquidated damages provisions may be enforced by Stellantis by means of a legal action brought by
Stellantis in the courts of Amsterdam, the Netherlands. In particular, a violation of the provisions of the Terms
and Conditions of Special Voting Shares concerning the transfer of special voting shares may lead to the
imposition of liquidated damages.
Pursuant to Section 13 of the Terms and Conditions of Special Voting Shares, any amendment to the Terms and
Conditions of Special Voting Shares (other than merely technical, non-material amendments) may only be made
with the approval of the shareholders at an AGM.
Special Voting Shares Foundation
Pursuant to the Articles of Association, Stichting Stellantis SVS, a Dutch foundation (stichting) (the “SVS
Foundation”) has an option right to subscribe for a number of class A special voting shares up to the number of
class A special voting shares included in the Company’s authorized share capital from time to time. This option
right can only be exercised by the SVS Foundation to facilitate the loyalty voting structure as set forth in the
Articles of Association and the Terms and Conditions of Special Voting Shares. An option right has been granted
to the SVS Foundation for an unlimited period and is intended to ensure that holders of Qualifying Common
Shares in the future will receive their special voting shares without requiring a resolution from the AGM. Under
the structure of the SVS Foundation, once a shareholder of the Company becomes entitled to receive one
special voting share for each Qualifying Common Share, the Company issues such special voting shares to the
SVS Foundation pursuant to the SVS Foundation’s exercise of its option right and, thereafter, the SVS Foundation
transfers the special voting shares to such shareholder. Issuing shares to the SVS Foundation is a technical
device to ensure that special voting shares will be available for issue to eligible shareholders once such
shareholders acquire the right to the special voting shares.
Terms and Conditions of the Special Voting Shares
The Terms and Conditions of Special Voting Shares apply to the issuance, allocation, acquisition, holding,
repurchase and transfer of special voting shares in the issued share capital of Stellantis and to certain aspects
of Electing Common Shares, Qualifying Common Shares and Stellantis common shares which are registered in
the Loyalty Register.
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Special Capital Reserve
Stellantis will maintain a separate capital reserve for the purpose of facilitating any issuance or cancellation of
special voting shares. No distribution shall be made from the special capital reserve, except that the Board of
Directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up
special voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in
favor of the share premium reserve.
Withdrawal of Special Voting Shares
Following a mandatory transfer to Stellantis of special voting shares after a de-registration of Qualifying Common
Shares from the Loyalty Register, Stellantis may continue to hold the special voting shares as treasury stock, but
will not be entitled to vote any such treasury stock. Alternatively, Stellantis may withdraw and cancel the special
voting shares held in treasury, as a result of which the nominal value of such shares will be allocated to the
special capital reserves of Stellantis. Stellantis may also cancel all issued and outstanding class A special voting
shares subject to approval of the meeting of holders of the class A special voting shares. Consequently, the
loyalty voting feature will terminate as to the relevant Qualifying Common Shares being deregistered from the
Loyalty Register. No shareholder required to transfer special voting shares to Stellantis pursuant to the Terms
and Conditions of Special Voting Shares will be entitled to any consideration for such special voting shares and
each shareholder expressly waives any rights in that respect as a condition to participation in the loyalty voting
structure.
Change of Control
A shareholder with common shares registered in the Loyalty Register must promptly notify Stellantis in the event
of a Change of Control with respect to such shareholder and must make a de-registration request with respect to
his or her Qualifying Common Shares or Electing Common Shares registered in the Loyalty Register. The de-
registration request leads to a withdrawal of the special voting shares as described under “—Withdrawal of
Special Voting Shares”. Notwithstanding Stellantis not receiving any such notification, it may, upon becoming
aware of a Change of Control, initiate the de-registration of the relevant shareholder’s Qualifying Common
Shares or Electing Common Shares.
AGM and Voting Rights
AGM
At least one AGM shall be held every year, with such meeting to be held within six months after the close of the
financial year. The purpose of the AGM is, inter alia, the adoption of the annual accounts, the allocation of profits
(including the proposal to distribute dividends), granting discharge to Directors in respect of the performance of
their duties, the appointment of Directors, if applicable, and the discussion of any other item duly included in the
agenda.
Furthermore, general meetings of shareholders shall be held as often as the Board of Directors, the Chairman,
the Senior Independent Director, or the CEO deem it necessary to hold them or as otherwise required by Dutch
law (including in the event Stellantis’ equity has decreased to an amount equal to or less than one-half of the
paid-up and called-up part of Stellantis’ issued capital, as referred to in Section 2:108a of the Dutch Civil Code),
without prejudice to what is provided in the next paragraph.
Shareholders individually or jointly representing at least ten percent of the issued share capital may request in
writing, stating the matters to be dealt with, that the Board of Directors call an AGM.
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If the Board of Directors fails to take the necessary steps to ensure a meeting can be held within eight weeks,
then such shareholders may, on their application, be authorized by the interim provisions judge of the court
(voorzieningenrechter van de rechtbank) to convene an AGM. The interim provisions judge
(voorzieningenrechter van de rechtbank) shall reject the application if he or she is not satisfied that the
applicants have previously requested in writing, stating the exact subjects to be discussed, that the Board of
Directors convene an AGM.
General meetings of shareholders will be held in Amsterdam or Haarlemmermeer (including Schiphol Airport),
the Netherlands, and shall be called by the Board of Directors, the Chairman, the Senior Independent Director or
the CEO, in such manner as is required to comply with the law and the applicable stock exchange regulations,
no later than on the 42nd day prior to the day of the meeting. All convocations of general meetings of
shareholders and all announcements, notifications and communications to shareholders shall be made by
means of an announcement on Stellantis’ corporate website and such an announcement shall remain accessible
until the relevant AGM.
Any communication to be addressed to the AGM by virtue of Dutch law or the Articles of Association may be
either included in the notice referred to in the preceding sentence or, to the extent provided for in such notice,
on Stellantis’ corporate website and/or in a document made available for inspection at the office of Stellantis and
such other place(s) as the Board of Directors shall determine. Convocations of general meetings of shareholders
may be sent to shareholders entitled to attend through the use of an electronic means of communication to the
address provided by such shareholders to Stellantis for this purpose. The notice shall state the place, date and
hour of the meeting and the agenda of the meeting as well as the other information required by law and the
Articles of Association. An item proposed in writing by such a number of shareholders who, individually or in the
aggregate, hold at least three percent of Stellantis’ issued share capital, will be included in the notice or will be
announced in a manner similar to the announcement of the notice, provided that Stellantis has received the
relevant request, including the reasons for putting the relevant item on the agenda, no later than the 60th day
before the day of the meeting.
Convocation, Agenda, Minutes and Attendance
The agenda of the AGM shall contain, inter alia, the following items:
(a)adoption of the annual accounts;
(b)non-binding advisory vote on the remuneration report;
(c)discussion of the policy of Stellantis on additions to reserves and on dividends, if any;
(d)granting of discharge to the Directors in respect of the performance of their duties in the relevant financial
year;
(e)if applicable, the appointment of Directors;
(f)if applicable, the proposal to pay a dividend;
(g)if applicable, discussion of any substantial change in the corporate governance structure of Stellantis; and
(h)any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda
with due observance of applicable Dutch law.
The Board of Directors will provide the AGM with all requested information, unless this would be contrary to an
overriding interest of Stellantis. If the Board of Directors invokes an overriding interest, it must give reasons.
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When convening an AGM, the Board of Directors shall determine that, for the purpose of Article 24 and Article
26 of the Articles of Association, persons with the right to vote or attend meetings will be considered those
persons who have these rights at the 28th day prior to the day of the meeting (the “Record Date”) and are
registered as such in a register to be designated by the Board of Directors for such purpose, irrespective of
whether they will have these rights at the date of the meeting. In addition to the Record Date, the notice of the
meeting shall further state the manner in which shareholders and other parties with meeting rights may register
for the meeting, the final registration date for that AGM (which final registration date will be the seventh day prior
to the meeting unless otherwise determined by the Board of Directors (the “Final Registration Date”)) and the
manner in which the right to vote or attend the meeting can be exercised.
The AGM shall be presided over by the Chairman, or, in his absence, by the Senior Independent Director or, in
the absence of both the Chairman and the Senior Independent Director, by the person chosen by the Board of
Directors to act as chairman for such meeting. One of the persons present designated for that purpose by the
chairman of the meeting shall act as secretary and take minutes of the business transacted. The minutes shall
be adopted by the chairman and secretary of the meeting and signed by them in witness of such adoption. The
minutes of the AGM shall be made available, on request, to shareholders no later than three months after the
end of the meeting, after which shareholders shall have the opportunity to react to the minutes in the following
three months. In the event an amendment to the minutes is required, the amended minutes will then be adopted
by the chairman and the secretary of the meeting and signed by them in witness of such adoption. If an official
notarial record is made of the business transacted at the meeting then minutes need not be drawn up and it
shall suffice that the official notarial record be signed by the notary.
As a prerequisite to attending the AGM and, to the extent applicable, exercising voting rights, the shareholders
and other persons entitled to attend the meeting shall be required to inform the Board of Directors in writing of
their intention to attend the AGM within the time frame mentioned in the convening notice. At the latest, this
notice must be received by the Board of Directors on the Final Registration Date. Shareholders and those
permitted by Dutch law to attend the general meetings of shareholders may choose to be represented at any
meeting by a proxy duly authorized in writing, provided they notify Stellantis in writing of their wish to be
represented at such time and place as shall be stated in the notice of the meeting. Such proxy is also authorized
in writing if the proxy is documented electronically. The Board of Directors may determine further rules
concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the meeting. The
chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are
entitled to attend.
For each AGM, the Board of Directors may decide that shareholders shall be entitled to attend, address and
exercise voting rights at such a meeting through the use of electronic means of communication, provided that
shareholders who participate in the meeting are capable of being identified through the electronic means of
communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights
(if applicable). The Board of Directors may set requirements for the use of electronic means of communication
and state these in the convening notice. Furthermore, the Board of Directors may, for each AGM, decide that
votes cast by the use of electronic means of communication prior to the meeting and received by the Board of
Directors shall be considered to be votes cast at the meeting. Such votes may not be cast prior to the Record
Date. The notice will state whether the foregoing provisions regarding electronic voting apply and the procedure
for exercising the electronic voting rights.
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Prior to being allowed admittance to an AGM, a shareholder and each person entitled to attend the meeting, or
its attorney, shall sign an attendance list, while stating his or her name and, to the extent applicable, the number
of votes to which he or she is entitled. Each shareholder and other person attending an AGM by the use of
electronic means of communication and identified in accordance with the above shall be registered on the
attendance list by the Board of Directors. In case an attorney attends the meeting on behalf of a shareholder, or
another person entitled to attend, the name(s) of the person(s) on whose behalf the attorney is acting, shall also
be stated. The chairman of the meeting may decide that the attendance list must also be signed by other
persons present at the meeting.
The chairman of the meeting may determine the time during which shareholders and others entitled to attend the
AGM may speak, if he or she considers this desirable, with a view to the orderly conduct of the meeting as well
as other procedures that the chairman considers desirable for the efficient and orderly conduct of the business
of the meeting.
Stellantis is exempt from the proxy rules under the Exchange Act.
Voting Rights at General Meetings
Subject to the restrictions described under “—Voting Limitations,” every Stellantis share (whether common share
or special voting share) shall confer the right to cast one vote at an AGM. Shares in respect of which Dutch law
determines that no votes may be cast shall be disregarded for the purposes of determining the proportion of
shareholders voting, present or represented or the proportion of the share capital present or represented. All
resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified in the
Articles of Association or the Dutch Civil Code. Blank votes shall not be counted as votes cast.
All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that
voting by raising hands or in another manner shall be permitted. Voting by acclamation shall be permitted if
none of the shareholders present or represented objects. No voting rights shall be exercised in the AGM for
common shares owned by the Company or by a subsidiary of the Company. However, pledgees and
usufructuaries of shares owned by the Company and its subsidiaries shall not be excluded from exercising their
voting rights if the right of pledge or usufruct was created before the shares were owned by the Company or a
subsidiary. Neither the Company nor any of its subsidiaries may exercise voting rights for shares in respect of
which it holds a right of pledge or usufruct.
Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:
(a)the number of shares on which valid votes have been cast;
(b)the percentage that the number of shares as referred to under (a) represents in the issued and outstanding
share capital;
(c)the aggregate number of votes validly cast; and
(d)the aggregate number of votes cast in favor of and against a resolution, as well as the number of
abstentions.
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Voting Limitations
No shareholder, acting alone or in concert, together with votes exercised by affiliates of such shareholder or
pursuant to proxies or other arrangements conferring the right to vote, shall be able to exercise, directly or
indirectly, voting rights at an AGM reaching or exceeding the 30 percent or more of the votes that could be cast
at any AGM (“Voting Threshold”), including after giving effect to any voting rights exercisable through Stellantis
special voting shares. Any voting right reaching or exceeding the Voting Threshold shall be suspended.
Furthermore, the Articles of Association provide that, before each AGM, any shareholder that would be able to
exercise voting rights reaching or exceeding the Voting Threshold must notify Stellantis, in writing, of its
shareholding and total voting rights in Stellantis and provide, upon written request by Stellantis, within three days
of such request being made, any information necessary to ascertain the composition, nature and size of the
equity interest of that person and any other person acting in concert with it. The Voting Threshold restriction (i)
may be removed following a resolution passed to that effect by the meeting of Stellantis shareholders with a
majority of at least two-thirds of the votes cast (for the avoidance of doubt, without giving effect to any voting
rights exercisable through Stellantis special voting shares, and subject to the aforementioned Voting Threshold)
and (ii) shall lapse upon any person holding more than 50 percent of the issued Stellantis common shares (other
than Stellantis special voting shares) as a result of a public offer for Stellantis common shares.
Shareholders’ Votes on Certain Transactions
Any important change in the identity or character of Stellantis must be approved by the AGM, including (i) the
transfer to a third party of the business of Stellantis or practically the entire business of Stellantis; (ii) the entry
into or breaking off of any long-term cooperation of Stellantis or a subsidiary with another legal entity or company
or as a fully liable partner of a general partnership or limited partnership, where such entry into or breaking off is
of far-reaching importance to Stellantis; and (iii) the acquisition or disposal by Stellantis or a subsidiary of an
interest in the capital of a company with a value of at least one-third of Stellantis’ assets according to the
consolidated balance sheet with explanatory notes included in the last adopted annual accounts of Stellantis.
Meetings of Holders of Shares of a Specific Class
Meetings of holders of shares of a specific class shall be held as frequently and whenever such a meeting is
required by virtue of any statutory regulation or any provision in the Articles of Association.
Meetings of holders of shares of a specific class may be convened no later than on the sixth day before the day
of such meeting. The provisions applicable to general meetings of shareholders, except those concerning the
frequency, ultimate timing, notice period, right to put an item on the agenda and required agenda items, will
apply mutatis mutandis to the meetings of holders of shares of a specific class. See “—Voting Rights at General
Meetings” and “—Voting Limitations”.
Disclosure of Holdings under Dutch Law
As a result of the listing of Stellantis common shares on Euronext Milan and Euronext Paris, pursuant to Chapter
5.3 of the Dutch Financial Markets Supervision Act (“FMSA”), which chapter is an implementation of Directive
2004/109/EC as amended by Directive 2013/50/EU into Dutch law, any person who, directly or indirectly,
acquires or disposes of an actual or potential capital interest and/or actual or potential voting rights in Stellantis
must without delay notify the AFM of such acquisition or disposal if, as a result of such acquisition or disposal,
the percentage of capital interest and/or voting rights held by such person reaches, exceeds or falls below the
following thresholds: three percent, five percent, ten percent, 15 percent, 20 percent, 25 percent, 30 percent, 40
percent, 50 percent, 60 percent, 75 percent and 95 percent (the “Notification Thresholds”).
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For the purpose of calculating the percentage of capital interest or voting rights, the following interests must,
inter alia, be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any
person; (ii) shares and/or voting rights held (or, acquired or disposed of) by such person’s controlled entities or
by a third party for such person’s account; (iii) voting rights held (or acquired or disposed of) by a third party
with whom such person has concluded an oral or written voting agreement; (iv) voting rights acquired pursuant
to an agreement providing for a temporary transfer of voting rights in consideration for a payment; and (v) shares
which such person, or any controlled entity or third party referred to above, may acquire pursuant to any option
or other right to acquire shares.
As a consequence of the above, special voting shares must be added to Stellantis common shares for the
purposes of the above thresholds.
For the purpose of calculating the percentage of capital interest or voting rights, the following instruments qualify
as “shares”: (i) common shares or special voting shares; (ii) depositary receipts for shares (or negotiable
instruments similar to such receipts); (iii) negotiable instruments for acquiring the instruments under (i) or (ii)
(such as convertible bonds); and (iv) options for acquiring the instruments under (i) or (ii).
Controlled entities (within the meaning of the FMSA) do not themselves have notification obligations under the
FMSA as their direct and indirect interests are attributed to their (ultimate) parent. If a person who has a three
percent or larger interest in Stellantis’ share capital or voting rights ceases to be a controlled entity it must
immediately notify the AFM and all notification obligations under the FMSA will become applicable to such
former controlled entity.
Special rules apply to the attribution of shares and/or voting rights which are part of the property of a partnership
or other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject
to notification obligations if such person has, or can acquire, the right to vote on the shares. The acquisition of
(conditional) voting rights by a pledgee or beneficial owner may also trigger notification obligations as if the
pledgee or beneficial owner were the legal holder of the shares and/or voting rights.
Furthermore, when calculating the percentage of capital interest, a person is also considered to be in
possession of shares if (i) such person holds a financial instrument the value of which is (in part) determined by
the value of the shares or any distributions associated therewith and which does not entitle such person to
acquire any shares; (ii) such person may be required to purchase shares on the basis of an option; or (iii) such
person has concluded another contract whereby such person acquires an economic interest comparable to that
of holding a share.
If a person’s capital interest and/or voting rights reaches, exceeds, or falls below the above-mentioned
thresholds as a result of a change in Stellantis’ issued and outstanding share capital or voting rights, such
person is required to make a notification not later than on the fourth trading day after the AFM has published
Stellantis’ notification as described below.
The notification to the AFM should indicate whether the interest is held directly or indirectly, and whether the
interest is an actual or a potential interest.
In addition, each person who is or ought to be aware that, as a result of the exchange of certain financial
instruments, such as options for shares, his or her actual capital or voting interest in Stellantis, reaches, exceeds
or falls below any of the Notification Thresholds, vis-à-vis his or her most recent notification to the AFM, must
give notice to the AFM no later than the fourth trading day after he or she became or ought to be aware of this
change.
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Stellantis is required to notify the AFM promptly of any change of one percent or more in its issued share capital
or voting rights since a previous notification. Other changes in Stellantis’ issued share capital or voting rights
must be notified to the AFM within eight days after the end of the quarter in which the change occurred.
In addition to the above-described notification obligations pertaining to capital interest or voting rights, pursuant
to Regulation (EU) No. 236/2012, notification must be made to the AFM of any net short position of 0.2 percent in
the issued share capital of Stellantis and of every subsequent 0.1 percent above this threshold. Notifications
starting at 0.5 percent and every subsequent 0.1 percent above this threshold will be made public via the short
selling register of the AFM. To calculate whether a natural person or legal person has a net short position, their
short positions and long positions must be set off. A short transaction in a share can only be contracted if a
reasonable case can be made that the shares sold can actually be delivered, which requires confirmation of a
third party that the shares have been located. Furthermore, gross short positions are required to be notified in
the event that a threshold is reached, exceeded, or fallen below. With regard to gross short positions, the same
disclosure thresholds as for holders of capital interests and/or voting rights apply, without any set-off against
long positions.
The AFM keeps a public register of all notifications made pursuant to these disclosure obligations and publishes
any notification received which can be accessed via www.afm.nl. The notifications referred to in this paragraph
should be made through the online notification system of the AFM.
Non-compliance with these disclosure obligations is an economic offense and may lead to criminal prosecution.
The AFM may impose administrative penalties for non-compliance and may publish the imposed penalties. In
addition, a civil court can impose measures against any person that fails to notify or incorrectly notifies the AFM
of matters required to be notified. A claim requiring that such measures be imposed may be instituted by
Stellantis and/or by one or more shareholders who alone or together with others represent at least three percent
of the issued and outstanding share capital of Stellantis or are able to exercise at least three percent of the
voting rights. The measures that the civil court may impose include:
•an order requiring appropriate disclosure;
•suspension of the right to exercise the voting rights for a period of up to three years as determined by the
court;
•voiding a resolution adopted by the AGM, if the court determines that the resolution would not have been
adopted but for the exercise of the voting rights of the person with a duty to disclose, or suspension of a
resolution adopted by the AGM until the court makes a decision about such voiding; and
•an order to refrain, during a period of up to five years as determined by the court, from acquiring shares and/or
voting rights in Stellantis.
Shareholders are advised to consult with their own legal advisers to determine whether the disclosure
obligations apply to them.
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Mandatory Bid Requirement
Under Dutch law, any person who, acting alone or in concert with others, directly or indirectly acquires 30
percent or more of Stellantis’ voting rights will be required to launch a public offer for all outstanding shares in
Stellantis’ share capital for a fair purchase price determined by law. A fair price is considered a price which is
equal to the highest price paid by such person or the persons acting in concert with it for Stellantis’ shares in the
year prior to the announcement of the offer or, in the absence of such a purchase, the average share price of
Stellantis’ shares in the year prior to the announcement of the offer. At the request of the offeror, Stellantis, or any
of the Stellantis shareholders, the Enterprise Chamber of the Court of Appeal in Amsterdam
(Ondernemingskamer van het Gerechtshof te Amsterdam) (the “Dutch Enterprise Chamber”) may determine a
different fair price. If a 30 percent shareholder fails to make a public offer, the Dutch Enterprise Chamber may
require such shareholder to do so upon the request of, among others, Stellantis or any of the Stellantis
shareholders.
Dutch Financial Reporting Supervision Act
On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving, or the
“FRSA”), the AFM supervises the application of financial reporting standards by, amongst others, companies
whose corporate seat is in the Netherlands and whose securities are listed on a regulated Dutch or foreign stock
exchange.
Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Stellantis regarding
its application of the applicable financial reporting standards and thereafter (ii) make informal arrangements with
the Company that must be observed in the future or make a notification to the Company that its financial reports
do not meet the applicable financial reporting standards, which notification may be accompanied by a
recommendation to the Company to issue a press release on the subject matter. If we do not adequately comply
with such a request or recommendation, the AFM may request that the Enterprise Chamber order us to (i)
provide an explanation of the way we have applied the applicable financial reporting standards to our financial
reports; or (ii) prepare our financial reports in accordance with the Enterprise Chamber’s instructions.
Compulsory Acquisition
Pursuant to article 2:92a of the Dutch Civil Code, a shareholder who, for its own account, holds at least 95
percent of the issued share capital of Stellantis may institute proceedings against the other shareholders jointly
for the transfer of their shares to it. The proceedings are held before the Dutch Enterprise Chamber and can be
instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the
provisions of the Dutch Code of Civil Procedure. The Dutch Enterprise Chamber may grant the claim for the
squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if
necessary, after appointment of one to three expert(s) who will offer an opinion to the Dutch Enterprise Chamber
on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final
before the Dutch Enterprise Chamber, the person acquiring the shares must give written notice of the date and
place of payment and the price to the holders of the shares to be acquired whose addresses are known to it.
Unless the addresses of all of them are known to it, it must also publish the same in a Dutch daily newspaper
with a national circulation. A shareholder can only appeal against the judgment of the Dutch Enterprise Chamber
before the Dutch Supreme Court.
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In addition, pursuant to article 2:359c of the Dutch Civil Code, following a public offer, a holder of at least 95
percent of the issued share capital and of voting rights of Stellantis has the right to require the minority
shareholders to sell their shares to it. Any such request must be filed with the Dutch Enterprise Chamber within
three months after the end of the acceptance period of the public offer. Conversely, pursuant to article 2:359d of
the Dutch Civil Code, each minority shareholder has the right to require the holder of at least 95 percent of the
issued share capital and the voting rights of Stellantis to purchase its shares in such a case. The minority
shareholder must file such a claim with the Dutch Enterprise Chamber within three months after the end of the
acceptance period of the public offer.
Disclosure of Trades in Listed Securities
Pursuant to the FMSA, each member of the Board of Directors must notify the AFM:
•within two weeks after his or her appointment of the number of shares he or she holds and the number of votes
he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital; and
•subsequently of each change in the number of shares he or she holds and of each change in the number of
votes he or she is entitled to cast in respect of Stellantis’ issued and outstanding share capital, immediately
after the relevant change.
Furthermore, pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April
2014 (as amended and supplemented, the “Market Abuse Regulation”), each of the members of the Board of
Directors and any other person discharging managerial responsibilities within Stellantis and who in that capacity
is authorized to make decisions affecting the future developments and business prospects of Stellantis and has
regular access to inside information relating, directly or indirectly, to Stellantis (each, a “PDMR”) must notify the
AFM of all transactions, conducted or carried out for his or her own account, relating to Stellantis common
shares, special voting shares or financial instruments the value of which is (in part) determined by the value of
Stellantis common shares or special voting shares.
In addition, persons that are closely associated with members of the Board of Directors or any of the other
PDMRs must notify the AFM of all transactions conducted for their own account relating to Stellantis’ shares or
financial instruments, the value of which is (in part) determined by the value of Stellantis’ shares. The Market
Abuse Regulation designates the following categories of persons: (i) the spouse or any partner considered by
applicable law as equivalent to the spouse; (ii) dependent children; (iii) other relatives who have shared the
same household for at least one year as of the relevant transaction date; and (iv) any legal person, trust or
partnership, among other things, whose managerial responsibilities are discharged by a member of the board of
directors or any other PDMR or by a person referred to under (i), (ii) or (iii) above.
The notifications pursuant to the Market Abuse Regulation described above must be made to the AFM no later
than the third business day following the relevant transaction date by means of a standard form. Such
notifications under the Market Abuse Regulation may however be postponed until the date that the value of the
transactions carried out on a person’s own account, together with the transactions carried out by the persons
associated with that person, reaches, or exceeds the amount of €5,000 in the calendar year in question. Any
subsequent transaction must be notified as set forth above. The AFM keeps a public register of all notifications
made pursuant to the FMSA and the Market Abuse Regulation.
Non-compliance with these reporting obligations could lead to criminal penalties, administrative fines, cease-
and-desist orders (and the publication of such penalties, fines and orders), imprisonment or other sanctions.
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Shareholder Disclosure and Reporting Obligations under U.S. Law
Holders of Stellantis common shares are subject to certain U.S. reporting requirements under the Exchange Act
for shareholders owning more than five percent of any class of equity securities registered pursuant to Section
12 of the Exchange Act. Among the reporting requirements are disclosure obligations intended to keep investors
aware of any plans or proposals that may lead to a change of control of an issuer.
Disclosure Requirements under Italian law and European Union law
Further disclosure requirements apply to Stellantis under Italian law and French law by virtue of the listing of
Stellantis’ shares on Euronext Milan and Euronext Paris, respectively. Summarized below are the most significant
requirements to be complied with by Stellantis in connection with the trading of Stellantis common shares on
Euronext Milan and Euronext Paris. The breach of the obligations described below may result in the application
of fines and criminal penalties (including, for instance, those provided for insider trading and market
manipulation).
In particular, the following main disclosure obligations will apply to Stellantis:
•The following articles of Legislative Decree no. 58/1998, or the Italian Financial Act (as well as the
implementing regulations enacted by the Commissione Nazionale per le Società e la Borsa - “CONSOB” -
thereunder) effective as of the date of this report: article 92 (equal treatment principle), article 113-ter (general
provisions on regulated disclosures), article 114 (information to be provided to the public), article 114-bis
(information concerning the allocation of financial instruments to corporate officers, employees and
collaborators), article 115 (information to be disclosed to CONSOB upon the authority’s request), articles 180
through 187-quaterdecies (relating to insider trading and market manipulation) and article 193 (fines for
breach of disclosures duties);
•the General Regulation of the Autorité des Marchés Financiers (“AMF”), article 223-16 (obligation to disclose
on a monthly basis the total number of shares and voting rights comprising Stellantis’ share capital if these
numbers have changed compared to the most recently disclosed numbers) and article 223-20 (obligation to
file with the AMF certain changes to the Articles of Association). The information required to be published in
France may be published in French or English; and
•the applicable law concerning market abuse and, in particular, article 7 (“Inside Information”), article 17
(Public disclosure of Inside Information), article 18 (Insider lists) and article 19 (Managers’ transactions) of the
Market Abuse Regulation, as well as implementing regulations promulgated thereunder.
In addition to the above, the applicable provisions set forth under the market rules (including those relating to
the timing for the payment of dividends and relevant “ex date” and “record date”) will apply to Stellantis.
The foregoing is based on the current legal framework and, therefore, it may vary following any subsequent
regulatory changes adopted by the concerned member states and competent authorities.
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Disclosure of Inside Information - Article 17 of the Market Abuse Regulation
Pursuant to the Market Abuse Regulation, Stellantis has to disclose to the public, without delay, any inside
information which: (i) is of a precise nature; (ii) has not been made public; (iii) directly concerns Stellantis; and
(iv) if it were made public, would be likely to have a significant effect on the prices of Stellantis’ financial
instruments (as such term is defined under the Market Abuse Regulation) or on the price of related derivative
financial instruments (the “Inside Information”). In this regard:
•information is deemed to be of a precise nature if: (a) it indicates a set of circumstances which exists or which
may reasonably be expected to come into existence, or an event which has occurred, or which may
reasonably be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the
possible effect of that set of circumstances or event on the prices of the financial instruments (e.g. Stellantis’
common shares) or the related derivative financial instrument. In this respect, in the case of a protracted
process that is intended to bring about, or that results in, particular circumstances or a particular event, those
future circumstances or that future event, and also the intermediate steps of that process which are connected
with bringing about or resulting in those future circumstances or that future event, may be deemed to be
information of precise nature; and
•information which, if it were made public, would be likely to have a significant effect on the prices of financial
instruments or the related derivative financial instruments means information a reasonable investor would be
likely to use as part of the basis of his or her investment decisions.
An intermediate step in a protracted process is deemed to be inside information if, by itself, it satisfies the
criteria of Inside Information as referred to above.
The above disclosure requirement has to be complied with through the publication of a press release by
Stellantis in accordance with the Market Abuse Regulation and Dutch, Italian and French law, which discloses to
the public the relevant Inside Information. In addition, any Inside Information disseminated by Stellantis in any
jurisdiction is required to be made public in a manner that permits full and prompt access to, and correct and
timely evaluation of, such information by the public in compliance with the Market Abuse Regulation.
Under specific circumstances, the AFM, CONSOB and the AMF may request Stellantis and/or its main
shareholders to disclose to the public, or provide, specific information or documentation. For this purpose, the
AFM, CONSOB and the AMF have broad powers under applicable EU regulations, as well as Italian and French
law, to, among other things, carry out inspections or investigations or request information from the members of
the Board of Directors or the external auditors.
Stellantis may, under its own responsibility, delay disclosure to the public of Inside Information provided that all
of the following conditions are met: (a) immediate disclosure is likely to prejudice the legitimate interests of
Stellantis; (b) delay of disclosure is not likely to mislead the public; and (c) Stellantis is able to ensure the
confidentiality of that information.
In the case of a protracted process that occurs in stages and that is intended to bring about, or that results in, a
particular circumstance or a particular event, Stellantis may under its own responsibility delay the public
disclosure of Inside Information relating to this process, subject to the conditions set forth under (a), (b) and (c)
above.
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Insiders’ List - Article 18 of the Market Abuse Regulation
Stellantis, as well as persons acting on its behalf or on its account, are required to draw up and keep regularly
updated, a list of all persons who have access to Inside Information and who are working for them under a
contract of employment, or otherwise performing tasks pursuant to which they have access to Inside Information,
such as advisers, accountants, or credit rating agencies (the “insider list”).
Stellantis, or any person acting on its behalf or on its account, is required to take all reasonable steps to ensure
that any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware
of the sanctions applicable to insider dealing and unlawful disclosure of Inside Information.
Prohibition on Insider Dealing – Article 14 of the Market Abuse Regulation
It is prohibited for any person to make use of Inside Information by acquiring or disposing of, for its own account
or for the account of a third party, directly or indirectly, financial instruments to which that information relates, as
well as an attempt to do so (“insider dealing”). The use of Inside Information by cancelling or amending of an
order concerning a financial instrument also constitutes insider dealing. In addition, it is prohibited for any
person to disclose Inside Information to anyone else (except where the disclosure is made strictly as part of the
person’s regular duty or function) or, whilst in possession of Inside Information, recommend or induce anyone to
acquire or dispose of financial instruments to which the information relates. Furthermore, it is prohibited for any
person to engage in or attempt to engage in market manipulation, for instance by conducting transactions which
could lead to an incorrect or misleading signal of the supply of, the demand for or the price of a financial
instrument.
Prohibition to Trade During Closed Periods – Article 19 of the Market Abuse Regulation
A PDMR is not permitted to (directly or indirectly) conduct any transactions on its own account or for the account
of a third party, relating to shares or debt instruments of the Company or other financial instruments linked
thereto, during a closed period of 30 calendar days before the announcement of an annual or semi-annual
financial report of the Company.
Transparency Directive
The Netherlands is the Company’s home member state for the purposes of Directive 2004/109/EC of the
European Parliament and of the Council of 15 December 2004 (as amended by Directive 2013/50/EU of the
European Parliament and of the Council of 22 October 2013) as a consequence of which the Company will be
subject to the FMSA in respect of certain ongoing transparency and disclosure obligations.
Public Tender Offers
Certain rules provided for under Italian law with respect to both voluntary and mandatory public tender offers will
apply to any offer launched for Stellantis common shares. In particular, among other things, the provisions
concerning the tender offer price and the procedure, including the obligation to communicate the decision to
launch a tender offer, the content of the offer document and the disclosure of the tender offer will be supervised
by CONSOB and will be subject to Italian law.
Stellantis Policies
On January 17, 2021, the Board of Directors approved an amended insider trading policy, as described further
below under “Insider Trading Policy”.
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The Board of Directors approved the Stellantis Code of Conduct on March 2, 2021, as further described below.
In addition, as provided for by the Dutch Corporate Governance Code and required by the Dutch Gender
Diversity Act, the Board of Directors has adopted the profile of the non-Executive Directors, a policy of bilateral
contacts with shareholders, and a policy on diversity in the composition of the Board of Directors.
In 2024 the Board of Directors approved certain revisions to the Profile of non-Executive Directors in order to
provide criteria for the selection and appointment of the non-executive director for Employee Engagement.
Code of Conduct
The Code is a pillar of the Stellantis integrity system. The Code defines our Company’s fundamental ethical
values that govern our decision‑making processes and operating approach in the interests of all stakeholders.
Integrity is regarded as a source of competitiveness, a foundation of the Company’s sustainable growth and the
way to build day after day Stellantis’ reputation as a Company that customers, the workforce and stakeholders
can trust and rely on. The Code sets the ethical principles of integrity that will guide the Company and its
workforce ensuring compliance with laws, regulations, and best practices.
The Code applies to the members of the Board of Directors, officers and to all full-time or part-time employees,
temporary workers, and contract workers. Stellantis also expects its stakeholders, including suppliers, dealers,
distributors, and joint venture partners, to act with integrity and in accordance with the Code.
The Code focuses on four main areas:
(a)protection of the Stellantis workforce;
(b)the way Stellantis conducts business (including compliance with laws, regulations and best practices);
(c)Stellantis’ interaction with external parties; and
(d)protection of Stellantis assets and information.
The Code is supplemented by a set of policies and procedures that are reviewed on an annual basis for
applicability and effectiveness. The 2025 global Ethical Culture Survey reflects that 95 percent of responding
salaried employees said they were both familiar with the Code of Conduct and believed the Company is living
the Code of Conduct.
Members of the workforce have the responsibility to become familiar with the Code, abide by it, and report any
conduct that they believe may be in violation of its principles. A company-wide reporting hotline known as the
Integrity Helpline, available 24/7 wherever permitted by law, allows employees, suppliers, clients, and other
stakeholders to:
(a) report any concerns about situations inconsistent with our Code;
(b) report any concerns regarding vehicle safety, emissions, or regulatory compliance;
(c) disclose conflicts of interest that can affect job performance; and
(d) ask a question concerning the Code.
Retaliation against anyone who reports a matter in good faith is strictly prohibited and will be subject to
disciplinary action up to including termination.
2 The number of director positions necessary to achieve the objective will be determined as specified in the Annex to the Directive (EU)
2022/2381 of the European Parliament and of the Council of 23 November 2022 (Art. 5.3)
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Stellantis also monitors the effectiveness of and compliance with the Code through appropriate governance and
oversight by the Ethics and Compliance Committee (“ECC”) and implementation of the Company’s compliance
roadmap, which is the result of, among other things, an analysis and investigation of the allegations made in the
Integrity Helpline, benchmarking, risk assessments, and auditing. On a regular basis, the Chief Audit and
Compliance Officer informs the CEO, or the executive director appointed to temporarily assist the Board,
pursuant to Article 20. 11 of the Company's Articles of Association, in the management of the Company with full
powers and authority, and the Audit Committee on the major findings. For all confirmed Code violations,
remedial actions taken are commensurate with the seriousness of the case and comply with local legislation.
The Stellantis Code of Conduct and the Stellantis Integrity Helpline are available in the Governance section of
the Company’s website at https://www.stellantis.com/en/group/governance/corporate-regulations.
Insider Trading Policy
The insider trading policy was initially adopted on October 10, 2014, by the Board of Directors of Fiat
Investments and subsequently amended and revised by the Board of Directors of FCA to improve its
effectiveness and scope. On January 17, 2021, the Board of Directors amended the policy in connection with
the listing of Stellantis’ common shares on Euronext Paris. The insider trading policy sets forth guidelines and
recommendations to all Directors, officers, and employees of the Company with respect to transactions in the
Company’s securities. This policy, which also applies to immediate family members and members of the
households of persons covered by the policy, is reasonably designed to promote compliance with applicable
insider trading laws, rules and regulations, and any listing standards applicable to the registrant.
Diversity and Inclusion Policy for the Composition of the Board of Directors
On February 25, 2026, the Board of Directors adopted an updated Diversity and Inclusion Policy for the Board of
Directors (the “Policy”) in accordance with the requirements of the Dutch Civil Code and Directive (EU)
2022/2381 and the Dutch Corporate Governance Code of March 2025. The Policy applies to the composition of
the Board of Directors and reflects Stellantis’ continued commitment to fostering a diverse mix of expertise,
experience, competencies, personal qualities, age, sex or gender identity, nationality, and cultural or other
background within the Board of Directors.
Members of the Board of Directors are selected based on professional and personal qualifications, with an
overriding emphasis on merit, in a manner designed to ensure a sufficiently diverse and complementary range
of skills necessary to oversee the Company’s strategy. The size, complexity, and geographic footprint of the
Company require directors with broad international experience and deep knowledge of industrial, financial, and
global macro economic dynamics. These aspects, together with the Company’s principles of non discrimination
and equal opportunity, guide the nomination, evaluation, and annual performance assessment of Board
members by the Board of Directors and its ESG Committee.
The objectives of the Policy, applied with overriding emphasis on merit, are that: (a) the Board of Directors aims
for at least 40 percent representation of the underrepresented sex among non executive directors and at least
33 percent representation across all director positions2; (b) the nationality of Board members should reasonably
reflect the geographic spread of Stellantis’ business, with no nationality representing more than 60 percent of the
Board; and (c) age diversity is supported by having one or more directors under the age of 50 at the time of
nomination. The Company annually reports on progress against these objectives in the management report and,
where required, to the Dutch Social and Economic Council (SER).
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The ESG Committee assists the Board in implementing the Policy, including identifying qualification criteria,
reviewing the composition of the Board, and making recommendations for director appointments. The Policy is
reviewed at least annually and updated as necessary to support the Company’s commitment to balanced
decision making, independent oversight, and an inclusive, merit based governance framework.
Compliance with Dutch Corporate Governance Code
The Dutch Corporate Governance Code contains principles and best practice provisions that regulate, among
other things, relations between the Board of Directors and the shareholders (including the AGM). The Dutch
Corporate Governance Code is divided into five chapters which address the following topics: (i) sustainable
long-term value creation; (ii) effective management and supervision; (iii) remuneration; (iv) the AGM; and (v) one-
tier governance structure.
Dutch companies whose shares are listed on a regulated market, such as Euronext Milan or Euronext Paris, or
comparable system, such as the NYSE, are required under Dutch law to disclose in their annual reports whether
or not they apply the provisions of the Dutch Corporate Governance Code and, in the event that they do not
apply a certain provision, to explain the reasons why they have chosen to depart from it.
Stellantis acknowledges the importance of good corporate governance and supports the best practice
provisions of the Dutch Corporate Governance Code as amended in 2022 and 2025.
While the Company endorses the principles and best practice provisions of the Dutch Corporate Governance
Code, its current corporate governance structure applies the following best practice provisions as follows:
•According to principles 2.1.5 and 2.1.6 of the Dutch Corporate Governance Code, companies are expected to
adopt enterprise-wide gender diversity targets. While the company is committed to maintaining a fair and
inclusive workplace, it does not set global gender diversity targets. Instead, its commitment is implemented
through regional initiatives tailored to the legislative requirements and practices of the jurisdictions in which it
operates;
•The initial term of appointment of the Chairman, Senior Independent Director and Vice Chairman amounts to
five years instead of the maximum period of four years referred to in best practice provision 2.2.2. by the Dutch
Corporate Governance Code. FCA and PSA agreed upon such initial term as part of the merger negotiations
between both parties and taking into account the best interests of the Company;
•The Company does not have a retirement schedule as referred to in best practice provision 2.2.4. of the Dutch
Corporate Governance Code, because, pursuant to the Articles of Association, the term of office of the
Directors is approximately two years;
•Although the Board of Directors has appointed a non-executive Director with the title of Vice-Chairman, this
person does not qualify as a vice-chairperson within the meaning of best practice provision 2.3.7 of the Dutch
Corporate Governance Code. The Board of Directors has however appointed a non-executive Director as the
chairperson of the Board of Directors referred to by Dutch law, with the title of Senior Independent Director.
Pursuant to Board of Directors’ Regulations, the Senior Independent Director, or in his or her absence, any
other non-executive Director chosen by a majority of the Directors present at a meeting, will preside at a
meeting of the Board of Directors. In addition, the Chairman of Stellantis acts as contact person for individual
Directors regarding any conflict of interest of the Senior Independent Director. It is believed that this is
sufficient to ensure that the functions assigned to the vice-chairperson by the Dutch Corporate Governance
Code are properly discharged; and
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•Pursuant to best practice provision 4.1.8 of the Dutch Corporate Governance Code, every executive and non-
executive Director nominated for appointment should attend the AGM at which votes will be cast on his or her
nomination. By publishing the relevant biographical details and curriculum vitae of each nominee for
(re)appointment, the Company ensures that the Company’s AGM is well informed in respect of the nominees
for (re)appointment and, in practice, only the executive Directors will therefore be present at the AGM;
•As per best practice provision 3.2.3 of the Dutch Corporate Governance Code and the Company's
remuneration policy, the severance payment in the event of an involuntary termination of employment without
cause of an Executive Board member should not exceed one year’s salary. The Company derogates from this
best practice provision, as further explained in the Remuneration report. Refer to the sections "New CEO
Remuneration" and “Derogations and Deviations from Remuneration Policy” of this report.
Differences between Dutch Corporate Governance Practices and NYSE Listing Standards
The discussion below summarizes the significant differences between our corporate governance practices and
the NYSE standards applicable to U.S. companies, as well as certain ways in which our governance practices
(see above section Compliance with Dutch Corporate Governance Code) deviate from those suggested in the
Dutch Corporate Governance Code.
•The NYSE requires that when an audit committee member of a U.S. domestic listed company serves on four or
more audit committees of public companies, the listed company should disclose (either on its website or in its
annual proxy statement or annual report filed with the SEC) that the board of directors has determined that this
simultaneous service would not impair the director’s service to the listed company. Dutch law does not require
the Company to make such a determination;
•The Audit Committee is elected by the Board of Directors and is comprised of at least three independent
Directors. Audit Committee members are also required (i) not to have any material relationship with the
Company or to serve as auditors or accountants for the Company; (ii) to be “independent” for the purposes of
NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code; and (iii) to be
“financially literate” and have “accounting or selected financial management expertise” (as determined by the
Board of Directors). Furthermore, the Audit Committee may not be chaired by the Chairperson of the Board of
Directors or by a former executive of the Company. Currently, the Audit Committee consists of Ms. Godbehere
(Chairperson), Mr. de Castries, Ms. Parzani and Ms. Schroeder;
•In contrast to NYSE rules applicable to U.S. companies which require that external auditors be appointed by
the Audit Committee, the general rule under Dutch law is that external auditors are appointed by the AGM. In
accordance with the requirements of Dutch law, the appointment and removal of our independent registered
public accounting firm must be resolved upon at a AGM. Our Audit Committee is responsible for the
recommendation to the shareholders of the appointment or dismissal and compensation of the independent
registered public accounting firm and oversees and evaluates the work of our independent registered public
accounting firm;
•NYSE rules require a U.S. listed company to have a compensation committee and a nominating/corporate
governance committee composed entirely of independent directors. As a foreign private issuer, we do not
have to comply with this requirement; however, the Dutch Corporate Governance Code also requires us to
have a Remuneration Committee and a selection and appointment committee. There is no specific requirement
as to the name of the selection and appointment committee (which we call our ESG Committee) and about its
function being exclusive. Our Remuneration Committee Charter states that more than half of the members of
the Remuneration Committee must be independent under the Dutch Corporate Governance Code. Three out of
five of the current members of the Remuneration Committee are independent under both the NYSE rules and
the Dutch Corporate Governance Code; and
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•Under NYSE listing standards, shareholders of U.S. companies must be given the opportunity to vote on all
equity compensation plans and to approve material revisions to those plans, with the limited exceptions set
forth in the NYSE rules. As a foreign private issuer, we are permitted to follow our home country laws regarding
shareholder approval of compensation plans, and under Dutch law such approval from shareholders is not
required for equity compensation plans for employees other than the members of the Board of Directors, to the
extent the authority to grant equity rights has been delegated at an AGM to the Board of Directors. For equity
compensation plans for members of the Board of Directors and/or in the event that the authority to issue
shares and/or rights to subscribe for shares has not been delegated to the Board of Directors, approval by the
AGM is required.
Cybersecurity
blocking potential threats and assessing identified incidents. Certain of these processes specifically focus on
assessments and security control audits aligned with NIST 800-53 conducted by global consulting firms with
deep cybersecurity and risk management expertise.
likelihood and integrated into our information technology function’s overall risk management program. The most
Related to Our Business, Strategy and Operations” in this report for a description of ongoing risks from
Governance
cybersecurity matters as part of its regular reports from the Audit Committee.
Cybersecurity risks are also considered by the Board of Directors as part of their regular review of risk
management and covered by the annual internal audit plan reviewed and approved by the Audit Committee.
We have also established the Global Cybersecurity and Data Privacy Committee, which meets regularly and
provides management-level oversight of our global security program, including in connection with cybersecurity,
data privacy and related strategy. The committee is chaired by our Chief Human Resources, Sustainability and
IT Officer and includes senior executives from engineering, finance, risk management, internal audit, legal and
manufacturing functions.
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conducted by the Cybersecurity Department within our information technology function. The Cybersecurity
Department is led by our CISO, a seasoned cybersecurity expert with more than a decade of experience dealing
with major cybersecurity threats. Our CISO reports directly to the CDIO, an experienced information technology
and cybersecurity leader with nearly 30 years of global information technology experience spanning multiple
When an incident is identified, dedicated teams within our Cybersecurity Department work to identify and
contain the scope, while following standardized processes for internal notification and escalation to top
Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation
Not Applicable.
Report of the Non-Executive Directors
Introduction
This report renders an account of the supervision exercised by the non-executive Directors in the 2025 financial
year as referred to in best practice provision 5.1.5 of the Dutch Corporate Governance Code.
It was the responsibility of the non-executive Directors of Stellantis to supervise the policies carried out by the
executive Directors and the general affairs of Stellantis and its affiliated enterprise, including the implementation
of the strategy of Stellantis regarding sustainable long-term value creation. In so doing, the non-executive
Directors acted solely in the interest of Stellantis. With a view to maintaining supervision on Stellantis, during the
2025 financial year the non-executive Directors regularly discussed Stellantis’ long-term business plans, the
implementation of such plans and the risks associated with such plans with the executive Directors.
According to the Articles of Association, the Board of Directors is a one-tier board and consists of three or more
members, comprising both members having responsibility for the day-to-day management of Stellantis
(executive Directors) and members not having such day-to-day responsibility (non-executive Directors). The
Articles of Association provided for the possibility to allocate tasks between the executive and non-executive
Directors. Regardless of an allocation of tasks, all Directors remained collectively responsible for oversight of the
strategy and management of the Company with particular focus on the development and supervision of the
strategy for sustainable long-term value creation (including supervision thereof in case of non-executive
Directors).
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The members of the Board of Directors during the year ended December 31, 2025, were as follows:
Year of Birth | Name | Gender | Nationality | |||
1976 | J. Elkann | M | Italian | |||
1973 | A. Filosa(1) | M | Italian | |||
1950 | R. Peugeot | M | French | |||
1954 | H. De Castries | M | French | |||
1966 | F. C. Cicconi(2) | F | British – Italian | |||
1963 | N. Dufourcq(2) | M | French | |||
1955 | A. Godbehere(2) | F | Canadian - British | |||
1971 | C. Parzani(2) | F | Italian | |||
1975 | D. Ramot(2) | M | U.S. - Israeli | |||
1972 | B. Ribadeau-Dumas(2) | M | French | |||
1956 | A. Davey Schroeder(2) | F | U.S. |
(1) Mr. Filosa was appointed as Executive Director and Chief Executive Officer by the 2025 Extraordinary General Meeting and Board of
Directors meeting held on July 18, 2025, with effect from the same date
(2) The seven non-executive directors were appointed at the 2025 AGM held on April 15, 2025 with effect from the same date
Details of the current composition of the Board of Directors (including the non-executive Directors) and its
committees are set forth in the section “Board of Directors” above.
Supervision by the non-executive Directors
The non-executive Directors, being part of the Stellantis’ one-tier Board of Directors, participate in all the board
meetings and are fully involved in any discussion and resolution, including strategies and related
implementation. In addition, the non-executive Directors cover all the positions of the Committees of the Board of
Directors.
The non-executive Directors supervised the policies carried out by the executive Directors and the general
affairs of Stellantis and its affiliated enterprises. In so doing, during the 2025 financial year the non-executive
Directors have also focused on key areas such as strategy, sustainable long-term value creation, climate
change, culture, human resources, as well as the effectiveness of Stellantis’ internal risk management and
control systems, the integrity and quality of the financial and sustainability reporting and Stellantis’ long-term
business plans, the implementation of such plans and the associated risks. The non-executive Directors also
discussed regular business updates, brand, region and function reviews, technology reviews, strategic plan
updates, competitive scenario analysis, risk management, budget review, ESG reviews, ERM, cybersecurity, as
well as major transactions, shareholder engagement.
On December 1, 2024, the Board of Directors resolved to accept the resignation of Mr. Tavares from his
positions of CEO and board member and to enter into a separation agreement with him. In addition, the non-
executive directors resolved to appoint Mr. Elkann, the Chairman, pursuant to Article 20.11 of the Articles of
Association to temporarily assist the Board in the management of the Company with full powers and authority for
the management of the day-to-day business of the Company and to represent Stellantis N.V. in all matters with
sole power of representation until the appointment of the CEO, as resolved by the EGM and the following Board
meeting on July 18, 2025, with effect from the same date.
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The non-executive Directors also determined the remuneration of the executive Directors. Furthermore, pursuant
to the Articles of Association, the Board of Directors had the possibility to allocate certain specific
responsibilities to one or more individual Directors or to a committee comprised of eligible Directors and its
subsidiaries. In this respect, the Board of Directors allocated certain specific responsibilities to the Audit
Committee, the Remuneration Committee and the ESG Committee.
According to the Audit Committee charter in place in 2025, the responsibilities of the Audit Committee were to
assist and advice the Board of Directors inter alia with respect to: (1) the integrity of the Company’s financial
statements, including any published interim reports, related press releases and other related corporate
communications; (2) the adequacy and effectiveness of the Company’s internal control over financial reporting,
financial reporting procedures and disclosure controls and procedures; (3) the integrity of the Company's
disclosures and reports on environmental, social, human rights and governance factors ("sustainability
reporting") in accordance with applicable reporting standards and the adequacy and effectiveness of the
Company's internal controls and audit in relation to sustainability reporting. (4) the Company’s policy on tax
planning adopted by management; (5) the Company’s financing; (6) the application by the Company of
information and communication technology, including risks relating to cybersecurity; (7) the systems of internal
controls that management and/or the Board of Directors have established; (8) the Company’s compliance with
legal and regulatory requirements; (9) the Company’s compliance with recommendations and observations of
internal and independent auditors; (10) the open and ongoing communications regarding the Company’s
financial position and results of operations between the Board of Directors, the independent auditors, the
Company’s management and internal audit department (11) the Company’s policies and procedures for
addressing certain actual or perceived conflicts of interest; (12) the qualifications, independence, oversight and
remuneration of the Company’s independent auditors and any non-audit services provided to the Company by
the independent auditors; (13) the selection of the independent auditor by recommending an independent
auditor for nomination, appointment or dismissal by the Company’s AGM; (14) the performance of the
Company’s internal auditors and independent auditors; (15) risk management and risk assessment guidelines
and policies, including major financial risk exposure, and the steps taken to monitor and control such risks; and
(16) the implementation and effectiveness of the Company’s ethics and compliance program.
The Audit Committee consisted of Ms. Godbehere (Chairperson), Mr. de Castries, Ms. Parzani and Ms.
Schroeder.
During 2025, ten meetings of Stellantis’ Audit Committee were held. The average attendance of its members at
those meetings was 100 percent. The Committee reviewed the Stellantis’ financial results for the period ended
on June 30, and the full year, as well as the shipments and revenues related to the first and the third quarter of
the year. The Committee, with the assistance of the Stellantis’ CFO and other Company officers mainly from
finance and legal departments, focused on main business drivers in addition to key accounting, reporting
matters and periodical reviews of the main areas such as enterprise risk management, treasury, acquisitions,
insurance, and employee benefits/pensions review with specific focus on the areas of major audit risks such as
the evaluation of assets and liabilities requiring management judgment. Particular focus was dedicated to
cybersecurity matters. Independent Auditors attended all the meetings providing regular information to the
Committee on their activity. The Committee reviewed the annual internal audit plan, the performance of external
auditor, and received updates on legal and compliance matters, with the General Counsel attending the
Committee meetings. Internal Audit activity was reviewed on a regular basis with the Head of Audit, and
Compliance attending all the meetings and discussing with the Committee the main findings and remediating
actions. Internal control over financial reporting was part of these reviews as well. In line with the policy adopted
by the Company, the Committee was regularly involved in the review and approval of transactions entered into
with related parties.
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According to the Remuneration Committee charter in place in 2025, the responsibilities of the Remuneration
Committee were to assist and advice the Stellantis Board of Directors inter alia with respect to: (1) compensation
for executive Directors; (2) Stellantis’ remuneration policy; (3) compensation of non-executive Directors; and (4)
remuneration reports.
The Stellantis Remuneration Committee consisted of Ms. Cicconi (Chairperson), Mr. Ribadeau-Dumas, Mr. De
Castries, Mr. Ramot and Mr. Peugeot.
During 2025, four meetings of Stellantis’ Remuneration Committee were held with 100 percent attendance of its
members at those meetings. The Remuneration Committee reviewed the 2025 Remuneration Report,
recommended to the AGM to slightly revise the Company's Remuneration Policy as approved by 2021 General
Meeting of Shareholders and subsequently amended and approved by the 2023 General Meeting of
Shareholders and carefully assessed the shareholders’ feedback on 2024 Remuneration Report. Details of the
activities of the Remuneration Committee are included in the REMUNERATION REPORT section included
elsewhere in this report.
According to the ESG Committee charter in place in 2025, the responsibilities of the ESG Committee were to
assist and advice the Stellantis Board of Directors inter alia with respect to: (1) drawing up the selection criteria
and appointment procedures for directors of the Company (the “directors” and each a “director”); (2) periodic
assessment of the size and composition of the Board of Directors and as appropriate making proposals for a
composition profile of the Board of Directors; (3) periodic assessment of the performance of individual directors
and reporting on this to the Board of Directors; (4) proposals to the non-executive members of the Board of
Directors for the nomination and re-nomination of directors to be elected by the shareholders; (5) supervision of
the policy on the selection and appointment criteria for top executive management and on succession planning;
and (6) monitoring, evaluation and reporting to the Board of Directors on the strategy, targets, achievements,
relating to ESG matters globally of the Company and its subsidiaries.
The Stellantis ESG Committee consisted of Mr. de Castries (Chairperson), Mr. Ribadeau-Dumas, Ms. Cicconi,
Mr. Dufourcq and Ms. Parzani.
During 2025, two meetings of the Stellantis ESG Committee were held with 90 percent attendance of its
members at those meetings. The ESG Committee reviews the Company’s ESG roadmap, achievements and
disclosures in accordance with 2030 Dare Forward strategic plan and its implementation. In addition, the ESG
Committee periodically assesses the performance of individual directors and reports on this to the Board of
Directors. In 2025, the ESG Committee, recommended to the Board of Directors the nomination of Ms. Fiona
Clare Cicconi, Mr. Nicolas Dufourcq, Ms. Ann Godbehere, Ms. Claudia Parzani, Mr. Daniel Ramot, Mr. Benoît
Ribadeau-Dumas and Ms. Alice Davey Schroeder as candidates for non-executive director positions at the 2025
AGM. In addition, the non-executive directors, including the ESG Committee, recommended the nomination of
Mr. Filosa as a candidate for Executive Director position and Chief Executive Officer at the 2025 EGM and Board
of Directors meeting.
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During the year, the Committee assisted the Board of Directors by sharing developments in ESG strategy. The
Committee presented key ESG initiatives, developments in ESG KPIs, and ESG ratings results from the main
non-financial rating agencies. The Committee also presented the main lessons learned from its analysis of the
gaps between the content delivered by the Company and the expectations of ESG agencies, supplemented by
stakeholder engagement analyses as defined in its stakeholder engagement policy. The committee highlighted
how regulatory changes affect ESG. The Committee clarified the Company's strategy regarding environmental
impact and updated ESG objectives to align with ongoing developments in corporate strategy. It shared the
developments brought about by updates to ESG-related policies and finally gave an overview of its philanthropic
projects and their impact on communities.
According to the profile of non-executive directors approved in 2022 and amended in 2024, the Board of
Directors shall be composed in such manner that its composition reflects an adequate mix of technical abilities,
professional background, and experience, both general and specific, gained in an international environment and
pertaining to the dynamics of the macro-economy and globalization of markets, more generally, as well as the
industrial and financial sectors, more specifically. The size and composition of the board of directors also allows
for a mix of skills and experience that is adequate in terms of the size of the Company and its Group, as well as
the complexity and specific characteristics of the sectors in which the Company’s group operates and the
geographic distribution of its businesses. Stellantis non-executive directors are selected and recommended
according to the following selection criteria: (a) background/education/training/degrees; (b) (international)
experience; (c) skills; (d) nationality; (e) age and gender; (f) independence; and (g) diversity. In selecting and
nominating new non-executive directors, the Company shall ensure that such new directors complement the
knowledge and experience of the other non-executive directors and the above criteria are taken into account.
Each non-executive director has to be capable of assessing the broad outline of the overall policy of the
Company. The Board of Directors will designate the non-executive director(s) considered financial expert(s) as
referred to in Section 2(3) of the Dutch Decree on the Establishment of an audit committee (i.e., a financial
expert with relevant knowledge and experience of financial administration and accounting).
Details on the current duties of the Audit Committee, Remuneration Committee and ESG Committee, are set forth
in the sections “The Audit Committee”, “The Remuneration Committee” and “The ESG Committee”, within “Board
Practices and Committees” above.
During the 2025 financial year, the non-executive Directors supervised the adoption and implementation of the
strategies and policies by Stellantis, received updates on legal and compliance matters, and they were regularly
involved in the review and approval of transactions entered into with related parties. The non-executive Directors
also reviewed the reports of the Board of Directors and its committees, the ESG achievement and objectives.
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During 2025, there were fifteen meetings of the Board of Directors. Portions of these meetings took place without
the executive Directors being present. The average attendance at those meetings was 98.66 percent. An
overview of the attendance of the individual Directors per meeting of the Board of Directors and its committees
set out against the total number of such meetings is set out below:
Name | Meeting Board of Directors | Audit Committee | ESG Committee | Remuneration Committee |
John Elkann | 15/15 | |||
Antonio Filosa | 6/6 | |||
Robert Peugeot | 15/15 | 4/4 | ||
Henri de Castries | 15/15 | 10/10 | 1/2 | 4/4 |
Fiona Clare Cicconi | 15/15 | 2/2 | 4/4 | |
Nicolas Dufourcq | 14/15 | 2/2 | ||
Ann Godbehere | 15/15 | 10/10 | ||
Wan Ling Martello | 3/3 | 2/2 | 1/1 | |
Claudia Parzani | 14/15 | 10/10 | 2/2 | |
Benoît Ribadeau-Dumas | 15/15 | 2/2 | 4/4 | |
Jacques de Saint-Exupery | 3/3 | |||
Daniel Ramot | 12/12 | 3/3 | ||
Alice Davey Schroeder | 12/12 | 8/8 |
As of the date of this report, the Board of Directors is composed of eleven Directors including: Mr. Elkann, Mr. Peugeot and Mr. de
Castries, who were elected on January 4, 2021; Mr. Filosa, who was appointed to the Board of Directors by the 2025 Extraordinary
General Meeting held on July, 18, 2025, the date on which the Board of Directors also granted him the title of Chief Executive Officer; and
seven non-executive directors – Ms. Cicconi, Mr. Dufourcq, Ms. Godbehere, Ms. Parzani, Mr. Ribadeau-Dumas, Mr. Ramot and Ms.
Schroeder, who were appointed by the 2025 Annual General Meeting held on April 15, 2025
During these meetings, the key topics discussed were, amongst others: the update of the long-term strategic
plan; the Stellantis’ strategy including the approach to electrification, batteries and software strategy; analysis of
investments, the Stellantis’ financial results and reporting, business performance by segment, acquisitions and
divestitures, executive compensation, product plan and technological developments, brand, region and function
reviews, competitive scenarios, brands’ strategy, risk management, legal and compliance matters,
environmental-social-governance key targets and related roadmap, human resources, talent management,
employee wellbeing, culture and the Remuneration Report.
Main topics discussed with Directors include the following:
•auto OEM business overview with a focus on geographic presence, corporate footprint, R&D methodologies
and applications;
•new product development process including solutions to reduce vehicles CO2 emissions, in accordance with
the evolution of market demand and customers’ freedom of choice;
•technological challenges, including software developments driving innovation in the industry and customer
experience; and
•auto OEM strategy plans, new emerging players and disruptive innovation and business models.
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Independence of the non-executive Directors
The non-executive Directors are required by Dutch law to act solely in the interest of the Company. The Dutch
Corporate Governance Code stipulates the corporate governance rules relating to the independence of non-
executive Directors and requires under most circumstances that a majority of the non-executive Directors be
“independent.”
The Board of Directors determined that, in 2025, seven non-executive members of Stellantis’ eleven Board of
Directors members qualified as independent for purposes of NYSE rules, Rule 10A-3 of the Exchange Act, and
the Dutch Corporate Governance Code. The remaining directors, being Mr. Elkann, Mr. Filosa for the period
starting from July 18, 2025, Mr. Peugeot, and Mr. Ribadeau-Dumas, did not qualify as independent for the
purposes referred to in the preceding sentence.
The rules of the NYSE require that listed companies have a majority of independent directors, based on the
NYSE independence standards. While Stellantis, as a foreign private issuer, is exempted from this rule, the
Board of Directors determines on an annual basis which of its directors meet the NYSE independence
requirements.
Pursuant to Section 303A of the NYSE Listed Company Manual, an independent director is a director who, as
affirmatively determined by the board of directors, has no material relationship with the Company, either directly
or as an officer, partner or stockholder of an entity that has a relationship with the company. A director will not be
considered independent if:
•the director is, or has been within the last three years, an employee of the Company, or an immediate family
member is, or has been within the last three years, an executive officer, of the Company;
•the director has received, or has an immediate family member who has received, during any twelve-month
period within the last three years, more than $120,000 in direct compensation from the Company, other than
director and committee fees and pension or other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued service);
• (1) the director is a current partner or employee of a firm that is the Company's internal or external auditor; (2)
the director has an immediate family member who is a current partner of such a firm; (3) the director has an
immediate family member who is a current employee of such a firm and personally works on the Company's
audit; or (4) the director or an immediate family member was within the last three years a partner or employee
of such a firm and personally worked on the Company's audit within that time;
•the director or an immediate family member is, or has been with the last three years, employed as an executive
officer of another company where any of the Company's present executive officers at the same time serves or
served on that company's compensation committee; or
•the director is a current employee, or an immediate family member is a current executive officer, of a company
that has made payments to, or received payments from, the Company for property or services in an amount
which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other
company's consolidated gross revenues.
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Rule 10A-3 under the Exchange Act provides that no member of the Audit Committee may, other than in his or
her capacity as a member of the Board of Directors or any committee thereof (including the Audit Committee):
(i)accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or
any of its subsidiaries (with limited exceptions for payments under a retirement plan with the Company);
or
(ii)be an “affiliated person” of the Company or any of its subsidiaries. The term affiliate of, or a person
affiliated with, a specified person, means a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the person specified.
Directors who are also employees of the company and/or any of its affiliates as well as any executive
officer, general partner or managing member of the Company or any of its affiliates and, generally, any
shareholder owning more than 10 percent of the voting share capital of the Company would be “affiliated
persons” under the Exchange Act.
For purposes of the Dutch Corporate Governance Code (2.1.8), a non-executive director is “independent” if, in
short, neither the director, nor the director’s spouse, registered partner or life companion, foster child or relative
by blood or marriage up to the second degree: (i) is an employee or executive director of the company (or an
issuing institution associated with the company) in the five years prior to his or her appointment; (ii) receives
personal financial compensation from the Company, or an entity associated with the Company, other than the
compensation received for the work performed as a non-executive director and in so far as this is not in keeping
with the normal course of business; (iii) has, or has had in the year prior to his appointment, an important
business relationship with the Company, or an entity associated with it; (iv) is a member of the management
board of a company in which an executive director of the Company is a supervisory director or a non-executive
director; (v) has temporarily performed management duties during the previous twelve months in the absence or
incapacity of the executive directors of the Company; (vi) has a shareholding in the Company of at least ten
percent, taking into account the shareholding of natural persons or legal entities collaborating with him on the
basis of an express or tacit, verbal or written agreement; or (vii) is a member of the management board or
supervisory board, an executive director or non-executive director, or representative, of a legal entity which
directly or indirectly holds at least ten percent of the shares in the Company, unless such entity is a member of
the same group as the Company.
Evaluation by the non-executive Directors
The non-executive Directors were responsible for supervising the Board of Directors and its committees, as well
as the individual executive and non-executive Directors, and are assisted by the ESG Committee in this respect.
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Each year, the Board of Directors, with a prominent role played by the Non Executive Directors, reviews and
discusses its own functioning and performance, as well as that of its Committees and individual Directors. In
2025, the Board conducted a comprehensive self-assessment, continuing its established practice of annual
evaluations. The assessment was supported by an external advisory firm and followed a structured, multi phase
methodology combining a tailored online questionnaire, in depth individual interviews, and a review of
governance practices. The process addressed both regulatory requirements and long term value creation,
examining Board composition, governance quality, strategic alignment, risk oversight, human capital, and
environmental awareness. A customized set of 59 questions, together with interviews with each Director,
enabled an evaluation of predictive factors of Board performance, including decision making dynamics,
information flow, committee effectiveness, board composition and skills, quality of debate and engagement,
alignment with strategic challenges and risk oversight capability. The most recent internal assessment (2024–
early 2025) confirmed that the Board operated with effective governance, demonstrating strong engagement,
constructive debate, and well structured committee work. Directors emphasized the high quality of meeting
organization and effective oversight of key strategic areas such as ESG, talent, long term strategy, and risk
management. The external assessment sought to build on these results by identifying improvement opportunities
and strengthening the Board’s readiness for major transitions, including software, electrification, regulatory
developments, and execution of the strategic plan. The final report, delivered in early 2026, provided
aggregated quantitative and qualitative insights, a skills matrix, complementarity analysis, and an action plan to
further enhance Board effectiveness.
The non-executive Directors were regularly informed by each committee as referred to in best practice provision
2.3.5 of the Dutch Corporate Governance Code and the conclusions of those committees were taken into
account when drafting this report of the non-executive Directors.
The non-executive Directors were able to review and evaluate the mission of the Audit Committee, ESG
Committee and Remuneration Committee. Based on the evaluations, the charters of the Audit Committee and of
the ESG Committee have been amended first at the Governance Effective Time in connection with the
implementation of the Stellantis governance arrangements following the merger and then during the year 2021
and 2024. Details on the current charters of the Audit Committee, the ESG Committee and the Compensation
Committee, are set forth in the sections “The Audit Committee”, “The Remuneration Committee” and “The ESG
Committee”, within “Board Practices and Committees” above.
Also, pursuant to Stellantis’ Remuneration Committee Charter, in 2021 the Compensation Committee
recommended the Amendment of the remuneration policy of the Board of Directors, also in view of the size of
the Company following the merger, implemented and oversaw the remuneration policy as it applied to non-
executive Directors of Stellantis, executive Directors of Stellantis and senior officers reporting directly to the
executive Directors of Stellantis. In 2023 and in 2025 the Remuneration Committee recommended to the Board
of Directors to amend the Company's remuneration policy and the revised remuneration policy of the Board of
Directors was approved by the AGM as of April 13, 2023 and as of April 15, 2025. The Remuneration Committee
administered all of the equity incentive plans and deferred compensation benefits plans of Stellantis. On the
basis of the assessments performed, the non-executive Directors determined the remuneration of the executive
Directors as reported in the Remuneration Report. Furthermore, the Remuneration Committee recommended the
review and approval of the Long-Term Incentive (“LTI”) Plan.
The non-executive Directors have supervised the performance of Stellantis’ Audit Committee, Remuneration
Committee and ESG Committee.
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Remuneration Report
This Remuneration Report provides an overview of our remuneration policy and practices, and its application to
executive compensation in 2025. This report has been approved by the Remuneration Committee of the Board
of Directors.
Letter from the Chairperson of the Remuneration Committee
Dear Shareholders,
On behalf of the Remuneration Committee of the Board of Directors, I am pleased to present Stellantis’ 2025
Remuneration Report. The year 2025 marked a decisive change of transition for our Company. With the
departure of our CEO at the end of 2024, our Chairman, John Elkann led the Company through the first half of
2025, followed by the appointment of Antonio Filosa as our new CEO mid-year.
As always, we remain committed to transparency and clarity regarding the compensation of our directors and
executives. The Board recognizes that remuneration is a complex and sensitive topic for shareholders and
stakeholders. Our pay for performance philosophy continues to guide us, ensuring that executive compensation
is thoughtfully aligned with long-term value creation for our shareholders and the sustained success of Stellantis.
Over the past few years, we have engaged with our shareholders in meaningful dialogue to better understand
any shareholder concerns with the approach and design of our executive compensation programs. The
Committee recognizes that with a 66.92 percent approval rate for our 2024 Remuneration Report, a 72.76
percent approval rate for our Remuneration Policy, and an 81.07 percent approval rate for our Equity Incentive
Plan for executives, there are diverse viewpoints and opportunities to improve alignment with investors’
expectations. Feedback has been welcomed, management and the Board understand the issues that matter
most to shareholders, and what we’ve learned will contribute to how practices evolve.
We appreciate your consideration in reviewing this year’s Remuneration Report and look forward to continued
engagement. We hope that our shareholders vote in favor of this year’s Remuneration Report which will be
submitted for an advisory vote at our AGM on April 14, 2026.
Fiona Clare Cicconi
Chair, Remuneration Committee
Key Business Highlights
Stellantis – Culture, Strategy and Vision
Culture
Five years ago, a new force in the automotive industry was born. A true constellation of iconic brands, with
impressive global scale, deep local roots, and powerful histories. A constellation energized by exciting products
that inspire passion and desire around the world.
Like any constellation, it is made up of shining stars. Thousands of them, spread across the planet, but united by
one shared aspiration: a deep commitment to putting our customers at the center of everything we do.
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At Stellantis, we have the talent, the resilience, and the determination to face our challenges head-on. We are
passionate about working together and we are hands-on. We simplified the organization and removed
obstacles to empower our teams in the regions to get us all closer to our customers. These efforts are now
leading us to gradual, but visible improvements. We are a Global company with strong regional roots.
Strategy and Vision
With the appointment of our new CEO in July and the subsequent establishment of our new leadership team, we
are focusing on growth and increased market share. The new leadership team has outlined 3 initial priorities:
•Back to Growth: Implementing a tailored product plan by region, listening to dealers and customers, reducing
the impact of tariffs.
•Rebuild Industrial Execution: Improving quality and rebuilding customer satisfaction and trust.
•Enhanced Profitability & Focus on Customers: The way we build value for our customers and shareholders
through dealer and supplier relationships, customer service and technical assistance, and delivering products
our customers want.
Despite a year of change and uncertainty, our focus and resilience have created real momentum for Stellantis.
We are now moving to decisively correct our course where this is necessary, while also building on the
achievements of the past five years. We are making excellent progress in building a new strategic plan that will
serve as our compass for an even stronger future.
Our Company’s Performance
In 2025 we faced tough challenges and results were far from our potential. We are determinedly working on
improvements and are confident in our ability to address those issues. Below is a brief summary of the
Company’s performance in 2025:
•5,484 thousand vehicles shipped (refer to Financial Overview - Shipment Information included elsewhere in
this report for additional information);
•Net revenues of €153.5 billion;
•Net loss of €22.3 billion;
•Adjusted Operating Income/(Loss) (“AOI”) of €(0.8) billion (refer to Non-GAAP Financial Measures included
elsewhere in this report for additional information);
•Cash flows used in operating activities of €4.7 billion; and
•Industrial free cash flow of €(4.5) billion (refer to Non-GAAP Financial Measures included elsewhere in this
report for additional information).
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Our Approach to Executive Remuneration
Clear alignment between executive rewards and shareholder interests is central to our Remuneration Policy. Our
pay-for-performance philosophy has strong links between rewards and results for both our short-term and long-
term incentive plans.
The Remuneration Committee has a clearly defined process for setting stretch targets for our incentive
compensation plans and a framework for decision-making around executive remuneration. A third-party,
independent consulting advisor provides recommendations and information on best market practices for
remuneration structure and design. The Committee had extensive discussions, supported by its external advisor,
to review the composition and key drivers of remuneration.
The Remuneration Committee determines executive remuneration on the basis of a set of principles (as shown in
the table below) that demonstrate clear alignment with shareholder and other stakeholder interests with the
responsibility to ensure that executive remuneration is closely aligned with financial and strategic performance.
Total Rewards Philosophy & Core Principles
 | Alignment with Strategy Compensation is strongly linked to the achievement of the Company’s disclosed performance targets. |
 | Pay for Performance Must reinforce our performance-driven culture and principles of meritocracy. Majority of pay is linked directly to Company performance through both short and long-term variable pay. |
 | Competitiveness Compensation will be competitive against the comparable global market and set in a manner to attract, retain and motivate expert leaders and highly qualified executives. Considering competitiveness across both the European and U.S. talent market is essential given our global footprint. |
 | Creating Long-term Shareholder Value Performance targets triggering any variable compensation payment should align with the interests of shareholders and other stakeholders. |
 | Compliance Compensation policies and practices are designed to comply with applicable laws and corporate governance requirements. |
 | Risk Prudence The compensation structure and design should avoid incentives that encourage unnecessary or excessive risks that could threaten the Company’s value. |
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Oversight and 2025 Remuneration Decisions
The Remuneration Committee oversees our executive compensation program and plans to align them with our
strategy, goals and shareholder interests. In making 2025 compensation decisions, the Committee considered
several factors, including:
(1) | (2) | (3) | (4) | (5) |
Compensation programs at peer companies (both US and European) | Stellantis’ past performance and for purposes of incentive planning, the upcoming Company annual and long-term business plans | Annual and long-term financial plans as part of our growth strategy and long-term outlook | Incentive plan payouts from our historical compensation programs | Methods of aligning executive compensation with shareholder returns |
The Remuneration Committee meets throughout the year and takes into account these factors for making any
actions for the remuneration yearly cycle. Performance metrics, targets and performance/payout ranges for our
incentive plans are established early in the respective performance years. For the 2025 remuneration cycle, the
following considerations and actions were taken:
•Continue the practice to reassess our annual bonus plan performance financial targets and performance/
payout ranges to help ensure a challenging, yet achievable plan that aligns with Company and shareholder
interests;
•Align performance targets and performance/payout ranges with 2025 performance equity grants and
Stellantis’ total rewards philosophy, long-term strategy and operating goals; and
•Although the Company’s business strategy and business plans had changed later in 2025 to address the
industry shift from electrification of vehicles, the Remuneration Committee did not revise or adjust the
performance financial targets and performance/payout ranges of the 2025 annual incentive program and
2025-2027 long-term incentive plan that were established from the prior 2025 business plan.
Our Executive Remuneration Framework
Our philosophy, approach and delivery of remuneration is strongly tied to the success of Stellantis to align executives’ interests with the long-term interest of our shareholders. Accordingly, a significant portion of our CEO’s compensation is designed to be “at risk” and dependent on achieving quantitative performance goals over both short- and long- term periods. |  |
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The table below provides a high-level summary of the core elements of the remuneration for our Executive Directors:
Remuneration Element | Key Feature | Alignment to Strategy and Shareholder Interests |
Base Salary | Market-based fixed cash compensation set competitively as compared to large global automobile manufacturers in the peer group. | Set at a level to attract, motivate and retain the best talents in global and/or regional markets. |
Short-Term Incentive Plan - Stellantis Annual Incentive Plan (“SAIP”) | Paid annually in cash; the CEO’s target opportunity is 200% of base salary and maximum opportunity is 400% of base salary. For 2025, under a one-time derogation to the Remuneration Policy, the Chairman is eligible to participate with a target opportunity of 100% of base salary and maximum opportunity of 200% of base salary. | Incentivize delivery of performance against our pre-established and challenging annual strategic and financial goals. |
LTI Plan | 100% Performance Share Units (PSUs): Conditional rights on ordinary shares, with amounts earned subject to Company performance and a three-year vesting schedule. | Incentivize delivery of financial performance and creation of long-term sustainable value; demonstrates long- term alignment with shareholder interests. PSUs are 100% at-risk and contingent upon Stellantis’ performance - no amounts are guaranteed. |
Share Ownership and Retention Guidelines | Executive Directors: •Six (6) x Annual Base Salary •Required to retain one hundred percent (100%) of net, after-tax shares of Common stock issued upon vesting and settlement of any equity awards granted until the fifth (5th) anniversary of the grant date of such award. •Shares owned outright and any unvested Restricted Stock Units (RSUs) are counted for purposes of satisfying the guideline. Unvested PSUs are not considered. | Establishes long-term alignment with shareholders; promotes focus on management of company risks. |
Retirement Benefits | Defined contribution retirement savings plan that is available to the CEO and all employees in the country of employment. The Chairman participates in a retiree health care benefit plan. | Provides appropriate retirement savings designed to be competitive in the relevant market. |
Other Benefits & Allowances | Executive Directors may receive usual and customary fringe benefits such as severance, company vehicles, security, medical insurance, tax preparation, financial consulting and tax equalization. | Recognizes competitive practices. |
Our Compensation Peer Group
The Remuneration Committee reviews each year the compensation peer group for compensation comparisons
and makes any updates as needed to align with the established criteria and Company strategy. Additional
companies may be considered for benchmarking particular executive/director compensation when necessary.
The Committee strives to identify a peer group that best reflects all aspects of Stellantis’ business and considers
our global footprint, revenue, market capitalization and/or enterprise value. It is important to note that to attract
and retain our top executive talent, we need to consider a blend of both U.S. and European companies - as a
significant portion of our business, revenue and profitability is driven by both regions. Given its global
footprint, Stellantis must be considered a global company.
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The allocation of revenues do not sum to 100 percent as the operating segments are not reflected
In addition to including U.S. and European automobile manufacturers, our peer group includes U.S. and
European companies with a global presence that have significant manufacturing and/or engineering operations.
We do not limit our peer group to our industry alone because we believe compensation practices at other large
global multinational companies affect our ability to attract and retain diverse talent.
For 2025, the Remuneration Committee approved the removal of Continental and Honeywell from the Company’s
peer group. The result of Continental’s spin-off of its automotive segment (Aumovio) and planned spin-off its
rubber/plastics segments (ContiTech) and Honeywell’s separation of its aerospace and automation segments
places them below our threshold in terms of company size. With this change, we continue the blended balance
between European-based and US-based companies.
U.S. Companies | European Companies | |||||
Boeing | General Dynamics | Airbus | Siemens | |||
Caterpillar | General Electric | ArcelorMittal | Volvo Cars | |||
Chevron | General Motors | BASF | TotalEnergies SE | |||
Deere | Lockheed Martin | BMW | Volkswagen | |||
Exxon Mobil | Raytheon Technologies | Mercedes-Benz | Volvo | |||
Ford | Renault | |||||
We review each element of compensation compared to the market and generally target our total direct
compensation (base salary, annual bonus and long-term incentives, or for Non-Executive Directors - retainers,
meeting fees, committee service) for Directors, on average, to be at or near market median.
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In addition, we consider Stellantis’ relative size and scope against those of our peers in assessing and setting
our pay levels and program designs for our Directors. An individual compensation element or an individual’s
total direct compensation may be positioned above or below the market median because of his or her specific
responsibilities, experience, and performance.
Pay for Performance
A key characteristic of Stellantis’ Remuneration Policy is pay for performance. All elements of our compensation
structure – base salary, incentive compensation and benefits – are benchmarked with our Peer Group and are
designed to align in driving shareholder value.
Our incentive programs are based on our pay-for-performance principles and include all employees of the
Company globally. Incentives based on performance come in the form of an annual bonus plan or a profit-
sharing plan, and long term incentive plan (covering eligible executives) – all plans are based on achievement of
strategic business annual and applicable long term goals. Our pay-for-performance approach in compensation
covers all employees of the Company – where substantially all employees share in the success for the year.
The realized 2025 compensation (in USD) reflects all pay received as CEO and Chief Operating Officer of North
America and does not contain the value of any fringe benefits.
Analysis of Risk in the Compensation Architecture
The Remuneration Committee, in reliance on analysis provided by an outside and independent consulting
advisor engaged by the Company, annually evaluates the risk profile of our executive compensation and
benefits programs. In its 2025 annual evaluation, the Committee reviewed our executive compensation structure
to determine whether our remuneration policies, programs and practices encourage our executives or
employees to take unnecessary or excessive risks that would be materially adverse to the Company. As a result
of that review, along with the outside and independent consulting advisor’s risk assessment analysis and results,
the Committee concluded that the 2025 executive compensation plans were designed in a manner to:
•achieve a balance of short- and long-term performance aligned with key stakeholder interests;
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•discourage executives from taking unnecessary or excessive risks that would threaten the reputation and
sustainability of Stellantis; and
•encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes.
Best Practices
 | What we do: |  | What we do not do: |
▪Pay for performance by structuring a significant percentage of target compensation in the form of variable, at risk compensation within Stellantis ▪Predetermined stretch performance goals for incentive pay programs ▪We align goals and values organization-wide through incentive pay and rigorous performance management ▪Market comparison of Executive Director and non- Executive Director remuneration against relevant peers ▪Conduct a rigorous and detailed analysis of CEO pay and Company performance against our peers ▪We consider pay ratios within the Company in establishing Executive Directors’ pay ▪Use of an independent compensation consultant reporting directly to the Remuneration Committee ▪We have robust stock ownership and share retention guidelines ▪We have clawback policies incorporated into our incentive plans ▪“Double-trigger” vesting of equity awards upon a change of control | ▪We do not offer remuneration which encourages our Executive Directors and non-Executive Directors to take any unnecessary or excessive risks or to act in their own interests ▪We do not reward for performance below threshold ▪We do not have excessive pay or retirement programs ▪We do not allow hedging, pledging or short-selling of our securities ▪We do not pay out guaranteed bonuses ▪We have no excessive perquisites |
Executive Summary - Executive Director Remuneration
The table below summarizes the remuneration of the CEO as shown in Table 1 of the report. Taking into
consideration Company performance and the principles of pay for performance in our remuneration approach,
the CEO and Chairman received no annual performance bonus in 2025.
New CEO Remuneration
Effective July 18, 2025, by resolution of the extra-ordinary meeting of shareholders of Stellantis N.V., Mr. Antonio
Filosa was appointed as executive director of Stellantis N.V. As part of the proposal, the compensation details
for the CEO were provided for review. Shareholders approved the assignment as executive director by 99.2
percent.
Using the remuneration framework and best practices, the Remuneration Committee decided to provide the
following compensation elements to the CEO in 2025:
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Antonio Filosa – CEO Remuneration Elements | |
Base Salary | Annual base salary of US $1,800,000 gross, to be paid in accordance with the Company’s regular payroll schedule (the Base Salary). The Base Salary will be reviewed periodically by the Remuneration Committee. |
Annual Bonus | Annual gross cash bonus of 200% of base salary (target) in line with the Remuneration Policy as applicable from time to time, subject to the achievement of pre-established objectives. |
CEO Cash Award | As a means to pay for consistent and competitive overall compensation until his first LTI is realized in 2028, the company provides as cash awards as follows (in each case subject to the CEO’s continued employment on the applicable payment date): •$1,200,000 on December 31, 2025 •$1,200,000 on December 31, 2026 •$1,200,000 on December 31, 2027 |
Equity Grants | Annual equity grant award of 500% of base salary target in line with the Remuneration Policy as applicable from time to time subject to the achievement of pre-established objectives. |
Allowances | Continuation of allowances under the terms of his then-current executive agreement as Chief Operating Officer of North America (COO-NA) with the Company as a result of his relocation from Brazil to the U.S. Allowances include tax equalization and relocation benefits (housing, schooling, travel), consistent with the terms of our U.S. relocation policy. Details can be found in Table 1. |
Personal Security | Provides the CEO with a security assessment and monitoring and related security services for the CEO’s primary residence. |
Retirement | Company contributions equal to 8% of base salary to the US 401(k) Plan (provided the employee contributes at least 10% of eligible earnings) and Executive Employees Retirement Plan, and 12% of base salary and bonus to Supplement Executive Retirement Plan. Total Company contributions cannot exceed 20% of base salary and annual bonus for each year. |
Severance | In accordance to limits of the Dutch Civil Code, a severance benefit equal to one-year’s base salary would be provided in the event of termination of employment by the Company without cause. As a derogation to the Remuneration Policy, a termination of employment without cause within the first three (3) years of the employment agreement will provide a severance benefit under the terms of his then-current executive agreement as COO-NA, which would equal $4,725,000 (1.5 times base salary and target bonus as COO-NA). Severance benefits do not include any acceleration of equity awards. |
Chairman Remuneration
In 2025, following the departure of the former Chief Executive Officer in December 2024, Mr. Elkann assumed an
enhanced leadership role to support the Company during a period of transition. He chaired an interim executive
committee composed of senior members of management to ensure continuity in day-to-day operations and
oversaw the process to identify and appoint a new Chief Executive Officer. During this period, he also
contributed to the development of the Company’s strategy and initiatives aimed at improving operational
performance. The Chair refused any additional compensation for that period.
In recognition of the additional duties undertaken during the transition period and by way of a one-time
derogation from the Remuneration Policy, the Chairman was included in the Company’s annual incentive plan for
2025, which did not generate any payout for 2025, so this inclusion had no economic impact on the Company.
For 2026 and subsequent years, the Chairman requested, and the Remuneration Committee approved, that the
Chairman will not participate in the Company’s annual incentive plan. The Board wants to thank the Chair for his
decisive commitment during this period.
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Following the appointment of the new CEO, the scope of the Chairman’s duties and responsibilities expanded,
with a particular focus on the oversight of the Company’s key strategic priorities, partnerships and engagement
with global stakeholders. The Chairman will continue to provide advice to senior leadership on matters relating to
strategy, brand, talent and culture, including employee and stakeholder engagement.
2025 Remuneration
Director’s Total Remuneration in 2025
The following table summarizes the remuneration of the members of the Board of Directors for the year ended
December 31, 2025. The table below provides cash received (any base salary and any performance bonus)
received in 2025 and 2024. The post-retirement benefits expense reflects retirement plan contributions for
deferred retirement income, and the fringe benefits show the value of Company payments for services or
benefits provided to the Directors and are considered competitive in the market. The long-term incentive (“LTI”)
reflects the accounting expense recognized during each period – not the actual LTI awards received during the
year upon vesting. Under IFRS, an award with market-based vesting conditions, which is the case for the LTI
with TSR targets, is fair valued at grant date. The grant date fair value of the award is then recognized as
expense over the vesting period irrespective of whether the market-based vesting condition will be satisfied or
not.
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Fixed Remuneration | Variable Remuneration | |||||||||||||||
Directors of Stellantis | Office Held | Year | Base salary/ Fees | Fringe benefits | Short-term incentive | Long-term incentive | Post Retirement Benefits Expense | Other Compensation | Total Remuneration | Proportion of Fixed Remuneration | Proportion of Variable Remuneration | |||||
ELKANN, John Philipp | Chairman | 2025 | 960,293 | 396,849 | (1) | 1,093,796 | (2) | 2,450,938 | 55% | 45% | ||||||
2024 | 922,386 | 721,830 | 1,153,062 | 2,797,278 | ||||||||||||
FILOSA, Antonio | CEO | 2025 (3) | 1,424,359 | 374,194 | (4) | 1,508,985 | (2) | 192,366 | (5) | 1,924,779 | (6) | 5,424,683 | 69% | 31% | ||
2024 | ||||||||||||||||
TAVARES, Carlos | Former CEO | 2025 | 1,896 | (4) | 9,926,170 | (7) | 2,000,000 | (8) | 11,928,066 | 17% | 83% | |||||
2024 | 2,000,000 | 71,224 | 20,514,494 | 500,000 | 23,085,718 | |||||||||||
PEUGEOT, Robert | Vice Chairman | 2025 | 205,000 | 20,202 | (9) | 225,202 | 100% | 0% | ||||||||
2024 | 205,000 | 15,405 | 220,405 | |||||||||||||
CASTRIES, Henri de | Director | 2025 | 275,000 | 16,018 | (9) | 291,018 | 100% | 0% | ||||||||
2024 | 275,000 | 14,829 | 289,829 | |||||||||||||
CICCONI, Fiona Clare | Director | 2025 | 213,750 | 48,953 | (9) | 262,703 | 100% | 0% | ||||||||
2024 | 215,000 | 23,046 | 238,046 | |||||||||||||
DUFOURCQ, Nicolas (10) | Director | 2025 | — | — | — | |||||||||||
2024 | — | — | — | |||||||||||||
GODBEHERE, Ann | Director | 2025 | 225,000 | 10,561 | 235,561 | 100% | 0% | |||||||||
2024 | 225,000 | — | 225,000 | |||||||||||||
MARTELLO, Wan Ling (11) | Former Director | 2025 | 64,066 | 23,675 | (9) | 87,741 | 100% | 0% | ||||||||
2024 | 220,000 | 25,960 | 245,960 | |||||||||||||
PARZANI, Claudia | Director | 2025 | 215,000 | 7,349 | 222,349 | 100% | 0 | |||||||||
2024 | 152,390 | 2,557 | (9) | 154,947 | ||||||||||||
RAMOT, Daniel (12) | Director | 2025 | 145,302 | 19,986 | 165,288 | |||||||||||
2024 | — | — | — | |||||||||||||
RIBADEAU- DUMAS, Benoit (13) | Director | 2025 | — | — | — | |||||||||||
2024 | — | — | — | |||||||||||||
SAINT- EXUPERY, Jacques (14) | Director | 2025 | 58,242 | — | 58,242 | 100% | 0% | |||||||||
2024 | 200,000 | — | 200,000 | |||||||||||||
SCHROEDER, Alice Davey (12) | Director | 2025 | 148,846 | 25,564 | 174,410 | |||||||||||
2024 | — | — | — | |||||||||||||
SCOTT, Kevin (15) | Former Director | 2025 | — | — | — | |||||||||||
2024 | 59,698 | 10,891 | 70,589 | |||||||||||||
3,934,858 | 945,248 | — | 12,528,951 | 192,366 | 3,924,779 | 21,526,202 | ||||||||||
(1) Fringe benefits include the use of company-provided transportation, tax-equalization services and insurance premiums. For Mr. Elkann,
the fringe benefits of €396,849 include €351,883 for company-provided transportation, €36,204 in tax equalization benefits for the use of
company-provided transportation, and €8,762 of insurance premiums
(2) The stated amounts represent the Company's 2025 expense relating to the grants issued to the Chairman and the CEO under the
Stellantis N.V Equity Incentive Plan
(3) The stated amounts reflect total remuneration earned during the year, including periods prior to and following appointment as Chief
Executive Officer
(4) For Mr. Filosa, the fringe benefits of €374,194 includes €1,401 for company provided transportation, €10,035 for company-provided
vehicles, €12,583 of insurance premiums and €116,399 in tax equalization, €21,422 for the company match and share discount from the
Company’s employee stock purchase plan, €212,354 for allowances - housing/schooling/return trip. For Mr. Tavares, the fringe benefit
reflects insurance premiums.
(5) The stated amount includes company contributions to the Company 401(k) Plan €23,009 ($26,000), Executive Employee’s Retirement
Plan €68,063 ($76,911) and Supplemental Executive Retirement Plan €101,294 ($114,462)
(6) The stated amount includes a cash award in the amount €1,061,947 ($1,200,000) and the tax equalization/relocation annual allowance
in the amount of €862,832 ($975,000) pursuant to the CEO’s then-current executive agreement as COO-NA.
(7) The stated amount represents €10,000,000 relating to achievement of one milestone of the CEO Transformation Incentive 2021-2025
Award (a description which is provided in the prior year’s Remuneration Report) and -€73,830 reflecting the cancellation of 32,255 PSUs
from the 2022 LTI Plan due to performance below target
(8) Reflects the severance received by the former CEO, pursuant to his employment and exit agreements
(9) The stated amounts include the use of transport
(10) In accordance, with internal regulations of Bpifrance S.A., the Company at which Mr. Dufourcq serves as Chief Executive Officer and
Executive Director, Mr. Dufourcq does not receive any remuneration for the performance of his duties as a Director of Stellantis
(11) Ms. Wan Ling Martello was a Director from January 1, 2025 to April 14, 2025
(12) Mr. Ramot and Ms. Alice Davey Schroeder were appointed a Director of Stellantis on April 15, 2025
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(13) Mr. Ribadeau-Dumas was appointed Director of Stellantis effective April 13, 2023. In accordance with Mr. Ribadeau-Dumas's
agreement with Exor N.V., non-executive directors, having a seat on behalf of Exor N.V. are not paid their respective director
compensation and that such compensation is paid directly to Exor N.V. An amount of €210,000 was paid to Exor N.V. in accordance with
the agreement
(14) Mr. Jacques Saint-Exupery was a Director from January 1, 2025 to April 14,2025
(15) Mr. Scott was a Director of Stellantis from January 1, 2024 to April 15, 2024
Base Salary
We provide competitive base salaries to compensate our Executive Directors for their primary roles and
responsibilities, and to provide a stable level of annual compensation. Actual salary levels are based on the
Executive Director’s role, level of responsibility, experience, individual performance, future potential and market
value.
Executive Director | 2025 Annual Base Salary |
John Elkann, Chairman | €1,000,000 |
Antonio Filosa, Chief Executive Officer | $1,800,000 |
2025 Stellantis Annual Incentive Plan (“SAIP”)
The SAIP provides approximately 53,000 employees, including our CEO and Chairman, with a cash incentive for
the achievement of specific annual targets for a set of financial and non-financial performance measures. The
SAIP target and maximum opportunity for our Executive Directors is shown below:
Executive Director | 2025 Annual Incentive Target Opportunity (as a % of base pay) | ||
Threshold | Target | Maximum | |
John Elkann, Chairman | 50% | 100% | 200% |
Antonio Filosa, Chief Executive Officer | 100% | 200% | 400% |
All performance-related goals were approved by the Remuneration Committee before the end of the first quarter
of 2025. Goals include both financial and strategic metrics important for Company to achieve during 2025.
Financial goals are based on the annual budget developed in-line with the long-term strategic plan. The 2025
SAIP also included a payout trigger whereby if the triggering metric is not achieved during the performance
year, no annual incentive is payable - regardless of whether the other financial or non-financial metrics
performed above the respective thresholds.
2025 Payout Trigger
For any SAIP award to be paid to the Executive Directors, the Company must have positive Free Cash Flow for
2025. If this trigger is not achieved, no SAIP is paid, regardless of achievement of any of the other metrics.
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2025 SAIP Metrics
Metric: | Weighting: |
Adjusted Operating Income (“AOI”) | 35% |
Industrial Free Cash Flow (excludes FinCo) | 35% |
Growth of Sales | 15% |
Quality: Failure Rate 3MS kppm | 10% |
Quality: Total Warranty Cost (Incident KPI) | 5% |
Performance below the threshold will result in a zero payout for that particular metric.
Adjusted Operating Income
Adjusted operating income: Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing
operations adjustments comprising restructuring and other termination costs, impairments, asset write-offs,
disposals of investments and unusual operating income/(expense) that are considered rare or discrete events
and are infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's
ongoing operating performance, and also excludes Net financial expenses/(income) and Tax expense/(benefit).
Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or
discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's
ongoing operating performance. Unusual operating income/(expense) includes, but may not be limited to:
•Impacts from strategic decisions to rationalize Stellantis’ core operations;
•Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to
market demand; and
•Convergence and integration costs directly related to significant acquisitions or mergers.
Industrial Free Cash Flows
Industrial free cash flows: is our key cash flow metric and is calculated as Cash flows from operating activities
less:
(i)cash flow from operating activities from discontinued operations;
(ii)cash flow from operating activities related to financial services, net of eliminations;
(iii)investments in property, plant and equipment and intangible assets for industrial activities; and
(iv)contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity
method and other investments;
and adjusted for: (i) net intercompany payments between continuing operations and discontinued operations; (ii)
proceeds from disposal of assets and (iii) contributions to defined benefit pension plans, net of tax.
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The timing of Industrial free cash flows may be affected by the timing of monetization of receivables, factoring
and the payment of accounts payables, as well as changes in other components of working capital, which can
vary from period to period due to, among other things, cash management initiatives and other factors, some of
which may be outside of the Company’s control.
Refer to “Financial Overview - Non-GAAP Financial Measures” included elsewhere in this report for additional
information.
Growth of Sales
Our goal is to deliver vehicles customers want, with the quality, capability and personality that define our brands.
Measured in units sold.
Quality
The Company and the Remuneration Committee conduct an annual review of our incentive plan metrics, which
include ESG performance measures. For 2025, employee safety remains a top priority, with the most effective
oversight and implementation occurring at the regional and country levels. Additionally, Quality is recognized as
both a social responsibility to our customers and a governance concern tied to compliance and internal controls.
Since 2021, quality has been one of the Group’s core objectives, with its significance and weighting in our
metrics increasing each year.
In addition, Quality is an extremely important metric for the Company as it establishes the trust between the
Company and our customers. Failure in product quality will impact future revenues and cannot be compromised.
Our Quality metric in the SAIP is broken down into three measurements - product quality rates, service quality
customer satisfaction, and total warranty cost and is based on continuous improvements to be “best-in-class”
within the industry.
•Failure Rate corresponds to number of incidents after 3 months in service (repaired under warranty in the
network). Based on feedback from customers on models marketed by Company globally and regarding the
number of cars produced during the same period; and
•Total Warranty Cost corresponds to the number of Warranty Incidents.
2025 Annual Bonus Performance Target Setting
The Remuneration Committee selects targets using the year’s annual budget which considers opportunities and
headwinds facing the Company and industry. As the Company underwent a restructuring in 2025 and faced
challenges in the industry and renewed focus and direction towards electrification of vehicles, the Remuneration
Committee remained committed to maintaining the incentive metrics with the previously established
performance targets and ranges set forth below.
2025 SAIP Performance Results
In 2025, the Company did not achieve the payout trigger of positive free cash flow. As a result, the CEO and
Chairman did not receive any 2025 SAIP award. Notwithstanding the payout trigger, the table below provides
the results of the 2025 SAIP performance metrics:
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Based on the results of the performance goals and payout trigger, the Committee approved that no annual
bonus would be awarded and paid as shown below:
Base Salary | Annual Cash Bonus Range | Actual 2025 SAIP Payout | ||||
Below Threshold | Threshold | Target | Maximum | |||
Antonio Filosa | $1,600,000* | $0 | $1,600,000 | $3,200,000 | $6,400,000 | $0 |
John Elkann | €1,000,000 | €0 | €500,000 | €1,000,000 | €2,000,000 | €0 |
* Mr. Filosa’s compensation above reflects base salary received during the 2025 year (both as COO-NA and CEO).
Long Term Incentive Plan (LTIP)
Our equity-based incentive awards are tied to Company performance and the future value of our common stock.
These awards are intended to focus executive behavior on our longer-term interests because today’s business
decisions affect the Company over several years.
The Remuneration Policy sets out the operation of the LTI Plan. The design incorporates annual rolling grants
directly linked to a three-year performance and vesting period. The process for setting targets for the LTI Plan
starts with our Company strategy, which is generally formulated every three years, and our three-year financial
plan, which is updated annually. Each equity award cliff vests after three years.
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Stellantis LTIP Rolling Period Framework
The LTI Plan covers approximately 2,400 employees, including our Executive Directors. The LTI Plan target
opportunity for our Executive Directors is determined as a percentage of base pay as shown below:
Executive Director | 2025 Long-Term Incentive Opportunity | |
Target Opportunity | Maximum Opportunity | |
John Elkann, Chairman | 300% of base salary | 390% of base salary |
Antonio Filosa, Chief Executive Officer | 500% of base salary * | 1040% of base salary |
* the Remuneration Policy allows a maximum target opportunity of up to 800% of base salary to the CEO.
Long-Term Incentive Plans: Performance Share Units
The actual payout of PSUs depends on meeting strategic, long-term Company performance goals. The
2023-2025 and 2024-2026 LTI Plan performance metrics for PSUs are the same and are listed below.
2023-2025 & 2024-2026 LTI PSU Metrics | ||
Measure | Weighting | How performance is calculated |
Relative Total Shareholder Return | 30% | Relative TSR performance as compared to peer group of companies. over a 3-year period; no payout below median performance. |
Adjusted operating income (3-yr period) | 40% | The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an average over a three-year performance period beginning January 1 through December 31 of each calendar year. |
Electrification of Vehicle Nameplates | 30% | Projected number of EV nameplates at the end of a 3-year period. Maximum payout for this metric is 100%. |
The 2025-2027 LTI plan included a quality performance metric, an extremely important metric for the Company
as it establishes the trust between the Company and our customers.
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2025-2027 LTI PSU Metrics | ||
Measure | Weighting | How performance is calculated |
Relative Total Shareholder Return | 30% | Relative TSR performance as compared to peer group of companies. over a 3-year period; no payout below median performance. |
Adjusted operating income (3-yr period) | 40% | The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an average over a three-year performance period beginning January 1, 2025 through December 31, 2025 & January 1, 2026 through December 31, 2026 & January 1, 2027 through December 31, 2027. |
Quality 3MIS kppm | 30% | Number of incidents after 3 months in service (repaired under warranty in the network) |
Relative Total Shareholder Return (2023-2025, 2024-2026, 2025-2027 LTI Plans)
The relative TSR Metric constitutes a market performance condition relative to eleven of the larger OEMs (“TSR
Peer Group”) and a payout scale subject to certain thresholds depending on the stock price appreciation plus
dividends and any other shareholder distribution over each cumulative performance period of the Company in
comparison with the companies forming part of the TSR Peer Group.
The TSR Peer Group consists of Volkswagen AG, Toyota Motor Corporation, Mercedes-Benz, General Motors
Company, Ford Motor Company, Honda Motor Co. Ltd., BMW Group, Nissan Motor Corporation, The Hyundai
Motor Company, Renault SA, and Kia Motors Corporation.
The tables below shows the payout scales for the three rolling period LTI plans.
TSR Payout Scale | |||
Stellantis | Stellantis Rank | Payout % of Target | |
Comparison vs. | 1st | 200% | |
Toyota | 2nd | 180% | |
Volkswagen | 3rd | 160% | |
Mercedes-Benz | 4th | 140% | |
Ford Motor | 5th | 120% | |
General Motors | 6th | 100% | |
Honda | 7th | —% | |
BMW | 8th | —% | |
Nissan | 9th | —% | |
Hyundai | 10th | —% | |
Renault | 11th | —% | |
KIA Motors | 12th | —% | |
Payout scales based on relative TSR performance during the respective 3-year performance period.
ESG Metric: Electrification of Vehicle Nameplates (2023-2025 & 2024-2026 LTI Plans)
The target for the electrification of vehicle nameplates is based on the availability of battery electric vehicles,
plug-in hybrid electric vehicles, and hybrid electric vehicles in the U.S. and European markets. A payout of 50
percent will occur when threshold performance is achieved, up to a maximum of 100 percent payout at target
achievement.
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Adjusted operating income (2023-2025, 2024-2026, 2025-2027 LTI Plans)
The measurement of adjusted AOI is the same as described in the short-term incentive plan but using an
average over a three-year performance period beginning January 1, 2025 through December 31, 2025 &
January 1, 2026 through December 31, 2026 & January 1, 2027 through December 31, 2027.
2023-2025 LTI Plan Results
The performance period of the 2023 PSU grant ended on December 31, 2025. The plan’s structure and design
are shown below along with the performance metric results. The LTI plan’s goals were established in early 2023
covering a three-year performance period.
The 2023-2025 PSU results are shown in the chart below. It indicates overall achievement of 23.4 percent of
target performance for the 2023-2025 performance period. The Committee certified the 2023-2025 LTI PSU final
awards to the CEO and Chairman at 23.4 percent of the target level that was achieved.
2023-2025 LTI PSU Performance Results
The table below summarizes the number of PSUs awarded from the 2023-2025 LTI plan to our Executive
Directors based on the plan’s performance of 23.4 percent of target. The shares will be distributed in May 2026.
Note that the value of this award has been reflected in Table 1 of this Remuneration Report.
Executive Director | 2023-2025 Long-Term Incentive PSUs Awarded | |
PSUs awarded in 2023 | PSUs to be distributed in May 2026 (based on 23.4% performance)* | |
John Elkann, Chairman | 169,773 | 39,727 |
Antonio Filosa, Chief Executive Officer | 96,204 | 22,512 |
*The multiplier for the PSU is calculated on each award and is not a straight calculation of the total shares granted.
Because the 2024 and 2025 PSU grants have a three-year performance period, performance objectives and
performance results will not be disclosed until the end of the respective performance periods. We are not
disclosing the 2024 & 2025 LTI PSU objectives in this Report because such information would provide
competitors with insight into our business plan that could substantially harm Stellantis’ business interests. At the
time the Remuneration Committee approved these targets, the Committee believed the targets to be ambitious
and achievable while incentivizing executives to exceed expectations.
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Former CEO Compensation
In December 2024, the Company and former CEO, Carlos Tavares, entered a Separation and Release
Agreement (“Settlement Agreement”) regarding his departure from the Company. As a result of the agreement,
the former CEO received a severance payment of one year base salary (maximum allowable pursuant to the
Dutch Civil Code), a payout of an evaluated milestone from the 2021-2025 Transformation Incentive and share
units from the Shareholder Return Incentive. Further information about these one-time awards can be found in
last year’s Remuneration Report.
Pursuant to the provisions of the EIP and equity award agreements, Mr. Tavares is eligible to receive a prorated
share of the 2022, 2023 and 2024 LTI awards based on his employment period during the respective three-year
performance periods. Payout of those awards will be based on actual performance.
The table below provides a summary of the former CEO’s remuneration for 2025:
Compensation Element | Remaining Remuneration Elements | |
Severance Amount | One year's base salary of €2,000,000, maximum allowable pursuant to Dutch Civil Code | |
2021-2025 Transformation Incentive | Attainment of transformation milestone payment of €10,000,000. Refer to the 2024 Remuneration Report for further details of the Transformation Incentive for the former CEO. | |
Shareholder Return Award Incentive | Planned to receive 800,000 shares in January 2026. | |
LTI Grants - 2022, 2023 & 2024 (2023 & 2024 LTI based on target performance) | Granted the following number of Share Units: 2022 LTI: 928,870 (696,650 PSUs + 232,200 RSUs) 2023 LTI: 744,417 PSUs 2024 LTI: 497,247 PSUs | Under the terms of the LTI Plan, eligible to receive a prorated share of units based on employment during the respective performance period: 2022 LTI: 610,292 (410,327 PSUs + 199,965 RSUs) - actual payout of PSUs based on performance of 58.93% of target 2023 LTI: 116,135 PSUs - actual payout of PSUs based on performance of 23.4% of target 2024 LTI: 165,750 PSUs (at target - actual payout of PSUs to be determined at the end of the 2024-2026 performance period) |
Other Benefits
Retirement Plan: The CEO participates in three Company-sponsored defined contribution plans - the Salaried
Employees’ Savings Plan (“SESP”), Executive Employees’ Retirement Plan (“EERP”) and a Supplemental
Executive Retirement Plan (“SERP”).
The SESP is a funded, tax-qualified 401(k) plan that covers U.S. salaried employees, including the CEO. The
Company contributes 3 percent of an employee’s eligible earnings (base salary rate). The 3 percent Company
contributions and their earnings become fully vested after three years of employment. If the employee
contributes at least 10 percent of eligible earnings, the Company provides a matching contribution of 5 percent
of eligible earnings. Matching contributions are 100 percent vested when made to the employee’s account. All
contributions to the SESP cannot exceed the maximum contribution limits imposed by Section 401(a)(17) and
415(c)(1)(A) of the Internal Revenue Code (“IRC”), as amended.
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The EERP is an unfunded, non-tax qualified retirement plan that covers eligible executives, including the CEO.
The plan provides eligible executives with Company contributions substantially equal to those they would have
received in the SESP but were not able to because of the IRC limitations.
The SERP is an unfunded, non-tax qualified retirement plan that provides the CEO retirement benefits in addition
to those provided by SESP and EERP contributions. The Company contributes 12 percent of the CEO’s quarterly
eligible earnings (base salary rate plus bonus paid from the Stellantis Annual Incentive Plan) to a notional
account. Any gains or losses credited or debited quarterly in the SERP account are based on the CEO’s
investment gains or losses from his EERP.
In accordance with IRC Section 409A, benefits accrued under the EERP and SERP may not be paid until at least
six months following separation of employment.
The total annual Company contribution to the CEO’s three retirement account plans is at least 20 percent of
eligible earnings, provided the CEO contributes at least 10 percent of eligible earnings (base salary) to the
SESP. The CEO is 100 percent vested in all Company contributions. The Chairman does not participate in a
retirement plan sponsored by the Company.
Health Care: The CEO participates in the same health care plan as other local based salaried employees. The
Company provides health care coverage for the Chairman who is eligible for a retiree healthcare plan as
provided to other executives in Italy which provides for a reimbursement of a portion of health care costs
incurred in retirement. Both Executive Directors participate in a comprehensive annual physical exam.
Severance Benefits: Pursuant to a service agreement between the CEO and the Company and in accordance
to limits of Dutch Civil Code, a severance benefit equal to one-year’s base salary would be provided in the event
of termination of employment by the Company without cause. Severance benefits do not include any
acceleration of equity awards. A derogation of the Remuneration Policy has been made in terms of severance to
the CEO - refer to the Section “Derogations and deviations from Remuneration Policy” of this Report.
Company Vehicle: Our CEO is eligible to participate in the Company’s U.S. vehicle benefit program.
Personal Use of Company Aircraft: The use of the Company’s aircraft for personal use ensures the security of
our CEO and Chairman. The Company pays the costs associated with both business and personal use of the
aircraft.
Detail and compensatory value of the above and other benefits and/or perquisites provided or paid in 2025 are
included in Table 1 of this Remuneration Report.
Tax Equalization: The Company will provide the Executive tax return preparation services for any filing of tax
returns in the Netherlands and the country in which the Executive is a tax resident (the Residence Country), so
long as this Agreement is in effect and until four (4) years after the Agreement is terminated other than for
Cause.
Personal Security: The CEO may receive security services that include home security systems and monitoring.
Such services are assessed by a third-party security consultant and our Company security team and is routinely
evaluated by the Remuneration Committee and the Board.
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Share Plans Grant to Directors
The following table provides an overview of the share plans held by Executive Directors for the year ended
December 31, 2025:
Name of Director, Position | Specification of Plan | Performance Period | Grant Date | Number of Units Granted | Fair Value at Grant Date(1) | Vesting Date | End of Holding Period | Opening Balance - January 01, 2025 | Shares Granted | Shares Cancelled / Forfeited(2) | Shares Vested(3) | Closing Balance | Long-Term Incentive Expense |
ELKANN, John Phillip, Chairman | 2022 LTI RSU | 2022-2024 | May 15, 2022 | 54,950 | € 580,959 | May 29, 2025 | May 29, 2027 | 54,950 | — | — | 54,950 | — | €16,337 |
2022 LTI PSU | 2022-2024 | May 15, 2022 | 164,840 | € 1,686,462 | May 29, 2025 | May 29, 2027 | 164,840 | — | 67,749 | 97,091 | — | €46,407 | |
2023 LTI PSU | 2023 - 2025 | May 1, 2023 | 169,773 | € 2,138,008 | May 15, 2026 | May 15, 2028 | 169,773 | — | — | — | 169,773 | €464,109 | |
2024 LTI PSU | 2024 - 2026 | May 15, 2024 | 115,886 | €1,182,036 | May 15, 2027 | May 15, 2029 | 115,886 | — | — | — | 115,886 | €241,848 | |
2025 LTI PSU | 2025 - 2027 | July 21, 2025 | 350,877 | €2,096,140 | May 15, 2028 | May 15, 2030 | 350,877 | — | — | — | 350,877 | €325,096 | |
TAVARES, Carlos Former CEO | 2021 CEO PSU(4) | 2021-2025 | June 28, 2021 | 1,000,000 | € 19,560,000 | January 17, 2026 | January 17, 2028 | 800,000 | — | — | — | 800,000 | €— |
2022 LTI RSU | 2022-2024 | May 15, 2022 | 232,220 | € 2,584,366 | May 15, 2025 | May 15, 2027 | 199,965 | — | — | 199,965 | — | €— | |
2022 LTI PSU | 2022-2024 | May 15, 2022 | 696,650 | € 7,502,483 | May 15, 2025 | May 15, 2027 | 410,536 | — | — | 410,536 | — | €(73,830) | |
2023 LTI PSU | 2023 - 2025 | May 1, 2023 | 744,417 | € 9,374,692 | May 1, 2026 | May 1, 2028 | 496,303 | — | — | — | 496,303 | €— | |
2024 LTI PSU | 2024 - 2026 | May 15, 2024 | 497,247 | €5,071,920 | May 15, 2027 | May 15, 2029 | 165,750 | — | — | — | 165,750 | €— | |
FILOSA, Antonio CEO | 2022 LTI RSU | 2022 - 2024 | May 15, 2022 | 28,210 | €313,948 | May 15, 2025 | — | — | — | 28,210 | — | €8,387 | |
2022 LTI PSU | 2022 - 2024 | May 15, 2022 | 84,620 | €891,724 | May 15, 2025 | 84,610 | — | 34,779 | 49,841 | — | €23,822 | ||
2023 LTI PSU | 2023 - 2025 | May 1, 2023 | 96,204 | €665,763 | May 15, 2026 | 96,204 | — | — | — | 96,204 | €262,991 | ||
2024 LTI RSU | 2024 - 2026 | May 15, 2024 | 16,220 | €511,908 | May 15, 2026 | 16,200 | — | — | 8,110 | 8,110 | €110,111 | ||
2024 LTI PSU | 2024 - 2026 | May 15, 2024 | 101,400 | €180,285 | May 15, 2027 | 101,400 | — | — | — | 101,400 | €211,615 | ||
2025 LTI PSU | 2025 - 2027 | July 1, 2025 | 962,803 | €5,751,785 | May 15, 2028 | May 15, 2030 | 962,803 | 0.00 | — | — | 962,803 | €892,059 |
(1) Fair Value at Grant Date is calculated as described in the Share Based Compensation note within the Consolidated Financial
Statements included elsewhere in this report
(2) Reflects adjustments to the share grant based on performance and in the case of the Former CEO, the Settlement Agreement
(3) The fair market value of the shares that vested during 2025 for the Chairman was €1,399,702 and the fair market value of the shares
that vested during 2025 for the CEO was €836,711
(4) CEO Transformation Incentive 2021 - 2025 Award provided under the terms of the Remuneration Policy and approved by the Board
Non-Executive Board of Directors Compensation
Remuneration of Non-executive Directors is set forth in the Remuneration Policy. Non-executive Directors receive
cash retainers; they do not receive Board meeting fees. Non-executive Directors are not eligible for variable
compensation and do not participate in any incentive plans based on Company performance. Non-executive
Directors are eligible to receive one vehicle rotated annually and discounts on purchases and leases of vehicles
(same discounts as for eligible employees). Vehicle benefits are subject to taxes for imputed income.
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Current annual remuneration for the non-executive directors is shown in the table below:
Non-executive Director Remuneration | |
Annual cash retainer: | € 200,000 |
Additional retainer for Senior Independent Director: | € 50,000 |
Additional retainer for Audit Committee Chair: | € 25,000 |
Additional retainer for Audit Committee membership: | € 10,000 |
Additional retainer for other Committee Chairs: | € 10,000 |
Additional retainer for other Committee membership: | € 5,000 |
Other Remuneration Matters
Compliance with Remuneration Policy
The remuneration paid to Executive and Non-executive Directors for 2021 was done in line with the
Remuneration Policy approved by Shareholders at the April 15, 2021 Annual General Meeting. We refer to the
paragraphs on the Elements of Executive Director Remuneration, Base Salary, 2025 Stellantis Annual Incentive
Plan, Long-Term Incentive Plan, more detailed information on how the remuneration in the Remuneration Report
contribute to the long-term performance of the Company.
Derogations and Deviations from Remuneration Policy
John Elkann, our Chairman, was eligible for the 2025 Stellantis Annual Incentive Plan (SAIP), as a derogation to
the Remuneration Policy and based on an external review and benchmarking of the competitiveness of his total
remuneration, as further provided in the Chairman Remuneration section of this Report. Based on actual
performance results for the 2025 year, there was no payout for the 2025 SAIP. For 2026 and subsequent years,
at the Chairman’s request, and with the approval of the Remuneration Committee, the Chairman will not
participate in the Company’s annual incentive plan.
For our CEO Antonio Filosa, a derogation of the Remuneration Policy was made to allow payment of a severance
benefit under the terms of his then-current employment agreement as Chief Operating Officer of North America
(COO-NA) in the event such termination without cause occurs within the first three years of his current CEO
agreement. Given the challenges facing the Company and industry when Mr. Filosa accepted the CEO position,
the CEO and Remuneration Committee agreed to strike the right balance between performance during the term
of the five-year CEO agreement terms and a fair and competitive severance package (as provided during his
then-current COO-NA employment agreement) so that the CEO can be fully dedicated and strategically focused
in achieving both short-term results and creating value during the longer term. After the first three years of the
CEO contract term, any severance amount will be based on his annual base salary, subject to the maximum
allowance under the Dutch Civil Code.
Terms of Engagement - Service Agreement
The CEO was employed by the Company on the basis of a Service Agreement (dated July 18, 2025) for a five-
year period ending on July 18, 2030, subject to any earlier termination by either party.
Restrictive Covenants
Pursuant to the services agreement between the CEO and the Company, the CEO was subject to a non-
competition restriction for a period of one year following termination of employment. A customary provision
regarding confidentiality is also included in the services agreement.
184
Stock Ownership and Retention Guidelines
Our Board recognizes the critical role that executive stock ownership and retention has in aligning the interests
of management with those of shareholders. In 2021, the Board approved stock ownership and retention
guidelines for Executive Directors and Non-executive Directors. Shares owned outright and any unvested RSUs
are counted for purposes of meeting the guideline (unvested PSUs are not considered).
The Chairman and CEO are subject to stock ownership guidelines which require owning shares with an
aggregate value of not less than six (6) times base salary. Non-executive Directors are required to own shares
with an aggregate value of not less than one year of the annual cash retainer. All are required to meet their
required level of ownership within five years.
The Chairman and CEO are required to retain one hundred percent of net, after-tax shares of common stock
issued upon vesting and settlement of any equity awards granted until the fifth (5th) anniversary of the grant date
of such award. Mr. Elkann has met the Stock ownership and Retention guidelines and Mr. Filosa has until
December 31, 2030 to satisfy such requirements.
Clawback Policy
The Company is dedicated to maintaining and enhancing a culture focused on integrity and accountability.
Pursuant to the terms of the Equity Incentive Plan (“EIP”) and the Remuneration Policy, the Company may
recover, or clawback, incentive compensation, including the ability to retroactively adjust if any cash or equity
incentive award is predicated upon achieving financial results and the financial results were subject to an
accounting restatement. In addition, the Board had approved a clawback policy in 2023 that complies with
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and is provided, as required, in our 2023
Annual Report.
In the financial year 2025, no situation occurred where variable remuneration has been, or had to be, reclaimed.
Insider Trading Policy / Security Hedging Provisions
The Company maintains an insider trading policy applicable to all directors, employees, members of the
households and immediate family members (including spouse and children) of persons listed and other
unrelated persons, if they are supported by the persons listed. The insider trading policy provides that the
aforementioned individuals may not buy, sell or engage in other transactions in the Company’s stock while in
possession of material non-public information; buy or sell securities of other companies while in possession of
material non-public information about those companies they become aware of as a result of business dealings
between the Company and those companies; disclose material non-public information to any unauthorized
persons outside of the Company; or engage in hedging transactions through the use of certain derivatives, such
as put and call options involving the Company’s securities. The insider trading policy also restricts trading by
specified individuals to defined window periods which follow the Company’s earnings and revenue releases.
To ensure alignment with shareholders' interest and to further strengthen our compensation risk management
policies and practice, the Company’s insider trading policy prohibits all individuals to whom the policy applies
from engaging in a short sale of the Company's or its subsidiaries' securities and derivatives (such as options,
puts, calls, or warrants).
185
Internal Pay Ratios and Comparative Information
The Remuneration Committee considers internal pay ratios within the Company when setting the Executive
Directors’ compensation. In line with the guidance provided under the Dutch Corporate Governance Code and
the Dutch Civil Code, the CEO pay ratio and five-year average employee compensation are to be disclosed in
the annual Remuneration Report.
To meet the five-year trend of average employee compensation requirement, total personnel costs reported in
the annual report less any Executive Director compensation divided by the average headcount reported in the
annual report less any Executive Directors who are included in the total average headcount was utilized and is
illustrated in the tables below.
Employees excluding Executive Directors | 2025 | 2024 | 2023 | 2022 | 2021 | 5 years average | ||||||
Personnel cost (€ billion) | 16.8 | 17.1 | 19.1 | 18.2 | 17.1 | 17.6 | ||||||
Average number of employees | 253,654 | 259,118 | 271,292 | 282,926 | 292,432 | 271,884 | ||||||
Average employee compensation (€) | 66,232 | 65,993 | 70,404 | 64,328 | 58,475 | 65,086 |
2025 | 2024 | 2023 | 2022 | 2021(1) | 5 years average | |||||||
CEO compensation (€) | 5,424,683 | 23,085,718 | 36,494,025 | 23,459,006 | 17,453,507 | 21,183,388 | ||||||
Average employee compensation (€) | 66,232 | 65,993 | 70,404 | 64,328 | 58,475 | 65,086 | ||||||
CEO Pay Ratio | 82 (2) | 350* | 518* | 365 | 298 | 248 |
(1) CEO Compensation used to calculate the 2021 CEO pay ratio excludes Other Compensation reported in table 1
(2) The stated amounts reflect total remuneration earned during the year, including periods prior to and following appointment as Chief
Executive Officer.
*The CEO pay ratio reported in 2024 and 2023 includes remuneration received from the Transformation Incentive 2021 - 2025. Excluding
the amount relating to the CEO Transformation Incentive 2021 - 2025 would result in a CEO pay ratio of 315 for 2023 and 124 for 2024.
In accordance with the guidance provided under the Dutch Corporate Governance Code, further pay ratios
including scenario analysis reflecting incentive plan performance were conducted between the CEO and senior
management. Considering base salary and incentive opportunities (both short-term and long-term incentives),
the CEO pay ratio ranged from 2.4 to 4.8.
Comparative Table over Remuneration and Company Performance
In line with guidance provided under the Dutch Corporate Governance Code and the Dutch Civil Code, the
performance of the Company, the remuneration of each Director and the average employee compensation other
than directors from 2021 to 2025 financial years is disclosed in the following table.
Company Performance | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
Net revenues (€ million) | 153,508 | 156,878 | 189,544 | 179,592 | 149,419 | |||||||||||||||
Net profit/(loss) from continuing operations (€ million) | (22,332) | 5,520 | 18,625 | 16,779 | 13,218 | |||||||||||||||
Diluted earnings/(loss) per share from continuing operations (€) | (7.75) | 1.84 | 5.94 | 5.31 | 4.19 | |||||||||||||||
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Director | Position | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||
ELKANN, John Philipp | Chairman | €2,450,938 | €2,797,278 | €4,823,519 | €5,850,051 | €7,884,085 | ||||||
FILOSA, Antonio | CEO | 5,424,683 | ||||||||||
TAVARES, Carlos | Former CEO | 11,928,066 | 23,085,718 | 36,494,025 | 23,459,006 | 19,153,507 | ||||||
PEUGEOT, Robert | Director | 225,202 | 220,405 | 216,927 | 219,595 | 203,782 | ||||||
AGNELLI, Andrea | Former Director | - | - | 62,644 | 223,022 | 226,135 | ||||||
CASTRIES, Henri de | Director | 291,018 | 289,829 | 286,294 | 290,010 | 273,725 | ||||||
CICCONI, Fiona Clare | Director | 262,703 | 238,046 | 234,478 | 227,611 | 208,061 | ||||||
DAVEY-SCHROEDER, Alice | Director | 174,410 | ||||||||||
DUFOURCQ, Nicolas | Director | - | - | - | - | - | ||||||
GODBEHERE, Ann | Director | 235,561 | 225,510 | 225,510 | 228,106 | 228,458 | ||||||
MARTELLO, Wan Ling | Former Director | 87,741 | 245,960 | 245,960 | 234,440 | 221,546 | ||||||
PARZANI, Claudia | Director | 222,349 | 154,947 | - | - | - | ||||||
RAMOT, Daniel | Director | 165,288 | ||||||||||
RIBADEAU-DUMAS, Benoit | Director | - | - | - | - | - | ||||||
SAINT-EXUPERY, Jacques | Director | 58,242 | 200,000 | 200,000 | 201,853 | 198,436 | ||||||
SCOTT, Kevin | Former Director | - | 70,589 | 230,960 | 218,702 | 203,498 | ||||||
MARCHIONNE, Sergio | Former CEO | - | - | - | - | 26,080,867 | ||||||
MANLEY, Michael | Former CEO | - | - | - | 51,184,773(1) | 305,876 | ||||||
PALMER, Richard | Former CFO | - | - | 345,686(2) | - | 14,766,580 | ||||||
ABBOTT, John | Former Director | - | - | - | - | 8,456 | ||||||
BRANDOLINI D'ABBA, Tiberto | Former Director | - | - | - | - | 9,169 | ||||||
EARLE, Glenn | Former Director | - | - | - | - | 8,387 | ||||||
MARS, Valerie | Former Director | - | - | - | - | 11,872 | ||||||
THOMPSON, Ronald L. | Former Director | - | - | - | - | 14,611 | ||||||
VOLPI, Michelango A. | Former Director | - | - | - | - | 12,198 | ||||||
WHEATCROFT, Patience | Former Director | - | - | - | - | 8,723 | ||||||
ZEGNA, Emenegildo | Former Director | - | - | - | - | 24,479 |
(1) This amount represents the amount paid as described in the Pre-merger Legacy Matters - Remuneration of Former Executive Directors
FCA N.V. section of the 2022 Remuneration Report
(2) This amount represents the amount paid as described in the Pre-merger Legacy Matters - Remuneration of Former Executive Directors
of FCA N.V. section of the 2023 Remuneration Report
Average employee compensation | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||
Average employee compensation | €66,232 | €65,993 | €70,404 | €64,328 | €58,475 | ||||||||||||||||
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CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision, and with the participation, of its management, including the CEO and CFO, Stellantis
conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2025
pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, the CEO and CFO concluded that Stellantis’
disclosure controls and procedures were effective to provide reasonable assurance that information required to
be disclosed in Stellantis’ Exchange Act filings is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to
Stellantis management, including the CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure.
Principal Characteristics of the Internal Control System and Internal Control over
Financial Reporting
Stellantis has designed a system of internal control over financial reporting based on the model provided in the
COSO Framework for Internal Controls, according to which the internal control system is defined as a set of
rules, procedures and tools designed to provide reasonable assurance of the achievement of corporate
objectives. In relation to the financial reporting process, reliability, accuracy, completeness and timeliness of the
information contribute to the achievement of such corporate objectives. A periodic evaluation of the system of
internal control over financial reporting is designed to provide reasonable assurance regarding the overall
effectiveness of the components of the COSO Framework (control environment, risk assessment, control
activities, information and communication, and monitoring) in achieving those objectives.
The approach adopted by Stellantis for the evaluation, monitoring and continuous updating of the system of
internal control over financial reporting, is based on a “top-down, risk-based” process consistent with the COSO
Framework. This enables focus on areas of higher risk and/or materiality, where there is risk of significant errors,
including those attributable to fraud, in the elements of the financial statements and related documents. The key
components of the process are:
•identification and evaluation of the source and probability of material errors in elements of financial reporting;
•assessment of the adequacy of key controls in preventing or detecting potential misstatements in elements of
financial reporting; and
•verification of the operating effectiveness of controls based on the assessment of the risk of misstatement in
financial reporting, with testing focused on areas of higher risk.
188
Management's Report on Internal Control over Financial Reporting
Stellantis management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Exchange Act Rule 13a-15(f). The Stellantis internal control system was designed to
provide reasonable assurance regarding the preparation and fair presentation of published Consolidated
Financial Statements in accordance with IFRS. All internal control systems, no matter how well designed, have
inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to the reliability of financial reporting and the
preparation and presentation of Consolidated Financial Statements in accordance with IFRS. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of Stellantis internal control over financial reporting as of December 31,
2025, using the criteria set forth in the “Internal Control - Integrated Framework (2013)” issued by COSO. Based
on that assessment, management concluded that the internal control over financial reporting was effective as of
December 31, 2025.
Changes in Internal Control
During the year ended December 31, 2025, Stellantis implemented a new financial consolidation system,
replacing the prior legacy platforms, resulting in changes to internal control over financial reporting related to
controls to support the new consolidation system and process.
189
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Stellantis N.V.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Stellantis N.V. and subsidiaries (the “Company”)
as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31,
2025 and the related consolidated income statement, statements of comprehensive income, cash flows and
changes in equity for the year then ended, and the related notes and our report dated February 26, 2026
expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
190
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Associés
Paris – La Défense, France
February 26, 2026
191
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
STELLANTIS N.V. AND SUBSIDIARIES
Index to the Consolidated Financial Statements
Page | ||
Report of Independent Registered Public Accounting Firm Deloitte & Associés (PCAOB ID: | 192 | |
Report of Independent Registered Public Accounting Firm EY S.p.A (PCAOB ID: 1521) | 196 | |
Consolidated Income Statement | 197 | |
Consolidated Statement of Comprehensive Income | 198 | |
Consolidated Statement of Financial Position | 199 | |
Consolidated Statement of Cash Flows | 200 | |
Consolidated Statement of Changes in Equity | 201 | |
Notes to Consolidated Financial Statements | 202 | |
(1) Principal activities | 202 | |
(2) Basis of preparation | 202 | |
(3) Scope of consolidation | 239 | |
(4) Net revenues | 243 | |
(5) Research and development costs | 245 | |
(6) Net financial expenses/(income) | 246 | |
(7) Tax expense/(benefit) | 247 | |
(8) Other information by nature | 253 | |
(9) Goodwill and intangible assets with indefinite useful lives | 254 | |
(10) Other intangible assets | 256 | |
(11) Property, plant and equipment | 257 | |
(12) Investments accounted for using the equity method | 261 | |
(13) Financial assets | 264 | |
(14) Inventories | 264 | |
(15) Working capital | 265 | |
(16) Trade receivables, other assets, prepaid expenses and tax receivables | 265 | |
(17) Derivative financial and operating assets and liabilities | 269 | |
(18) Cash and cash equivalents | 271 | |
(19) Share-based compensation | 272 | |
(20) Employee benefits liabilities | 276 | |
(21) Provisions | 284 | |
(22) Debt | 286 | |
(23) Trade payables | 293 | |
(24) Other liabilities | 294 | |
(25) Fair value measurement | 296 | |
(26) Related party transactions | 299 | |
(27) Guarantees granted, commitments and contingent liabilities | 302 | |
(28) Equity | 310 | |
(29) Earnings/(loss) per share | 313 | |
(30) Segment reporting | 314 | |
(31) Explanatory notes to the Consolidated Statement of Cash Flows | 319 | |
(32) Qualitative and quantitative information on financial risks | 323 | |
(33) Subsequent events | 330 |
192
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Stellantis N.V.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of Stellantis N.V. and
subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated income
statement, statement of comprehensive income, cash flows and changes in equity for the two years then ended,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025
and 2024, and the consolidated results of its operations and its cash flows for the two years then ended, in
conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
The consolidated financial statements of the Company for the year ended December 31, 2023, before the effects
of the retrospective adjustments to the consolidated statement of cash flows discussed in Note 2 to the financial
statements, were audited by predecessor auditors whose report, dated February 22, 2024, expressed an
unqualified opinion on those statements. We have audited the 2023 adjustments made to the consolidated
statement of cash flows to retrospectively adjust that statement for changes in accounting policy in 2025, as
discussed in Note 2 to the consolidated financial statements. Our procedures included (1) comparing the
previously reported cash flow statement items to the previously issued financial statements; (2) comparing the
retrospective adjustments to the Company’s underlying accounting analysis; and (3) evaluating the consistency
of the retrospective adjustments with comparable amounts presented within the years ended December 31,
2024 and 2025. In our opinion, such retrospective adjustments are appropriate and have been properly applied.
However, we were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial
statements of the Company other than with respect to the retrospective adjustments, and accordingly, we do not
express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a
whole.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025,
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026 expressed an
unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
193
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that (1) relate
to accounts or disclosures that are material to the financial statements and (2) involved particularly challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to
which they relate.
Provision – Product Warranty - North America and Enlarged Europe – Refer to Notes 2 and 21 to the
financial statements
Critical Audit Matter Description
The Company establishes reserves for product warranty at the time the related sale is recognized. The
estimated future costs of actions, which are recorded in cost of revenues in the consolidated income statement,
are principally based on assumptions regarding the lifetime warranty costs of each vehicle line and each model
year of that vehicle line, as well as historical claims experience for the vehicles. Given the volatility of initial data
for any given model year, these assumptions also require judgment in the use of historical averages until
sufficient actual experience data becomes available.
We identified the product warranty provision in North America and Enlarged Europe as a critical audit matter due
to the complexity of the valuation models used and the significant management judgement involved in
estimating the provision. Our audit procedures required a high degree of auditor judgment and increased effort,
including involving our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the provision for product warranty in North America and Enlarged Europe
included the following, among others:
•We assessed the appropriateness of management’s accounting treatment for the current-year change in
warranty estimation methodology as a change in estimate under IAS 8.
•We evaluated the design and tested the operating effectiveness of controls over the Company’s product
warranty process, including controls over management’s review of the valuation models, related inputs, and
significant assumptions.
•We used our actuarial specialists to assist us in evaluating the appropriateness of the estimation model, the
accuracy of calculations used and the appropriateness of significant assumptions regarding the historical
claim data and averages used by the Company.
•We performed audit procedures on the claims data used in the valuation models.
•We independently calculated a range of likely outcomes for the product warranty provision.
194
•We evaluated the adequacy of the related disclosures in the consolidated financial statements.
Recoverability of non-current assets with definite useful lives - Enlarged Europe and North America –
Refer to Notes 2, 10 and 11 to the financial statements
Critical Audit Matter Description
Non-current assets with definite useful lives include property, plant and equipment, intangible assets, and assets
held for sale. The Company reviews the carrying amount of non-current assets with definite useful lives when
events or circumstances indicate that an asset may be impaired and, if required, the carrying amount of the
asset is reduced to its recoverable amount, which is the higher of fair value less costs of disposal and its value in
use. The recoverable amount is determined at the cash generating unit (CGU) level.
We identified the recoverability of non-current assets with definite useful lives in Enlarged Europe and North
America as a critical audit matter due to the significant management judgment required, particularly related to
forecasted volumes and margins, to estimate the recoverable amount for certain CGUs within these segments.
Our audit procedures required a high degree of auditor judgment and an increased extent of effort to evaluate
the reasonableness of these assumptions, including the use of our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recoverability of non-current assets with definite useful lives in Enlarged
Europe and North America included the following, among others:
•We evaluated the design and tested the operating effectiveness of controls over the Company’s impairment
assessment process for non-current assets with definite useful lives, including controls over impairment
triggering events, prospective financial information, and the significant inputs used to support its assessment
of the recoverability of non-current assets with definite useful lives in Enlarged Europe and North America.
•We evaluated the allocation of assets to each CGU identified by management and the related carrying
amount.
•We evaluated the forecasted volumes and margins data in management’s impairment test using external
market data and the assistance of an automotive industry specialist.
•We involved our fair value specialists in evaluating the impairment test model prepared by the Company and
performed independent calculations and sensitivity analyses.
•We evaluated the adequacy of the related disclosures in the financial statements, including the disclosures of
related significant judgements made by management.
Provisions – Commercial risks - Costs related to product plan realignment and program cancellations –
North America and Enlarged Europe - Refer to Notes 2 and 21 to the financial statements
Critical Audit Matter Description
The Company enters into supply arrangements to support its product development, manufacturing and
assembly activities. The Company’s strategic plan reassessment initiated during 2025 resulted in the
cancellation of certain planned programs and a significant adjustment to forecasted electric vehicle volumes.
These actions resulted in supplier-related costs and provisions that were recognized within Cost of revenues,
primarily in North America and Enlarged Europe.
195
We identified these supplier-related costs and provisions arising from the product plan realignment and program
cancellations in North America and Enlarged Europe as a critical audit matter due to the magnitude of the
related charges and the significant auditor judgment required to evaluate management’s estimated obligations.
In particular, these estimates involved judgment in assessing the unsettled claims and interpreting contractual
terms and communications with suppliers.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the costs pertaining to the product plan realignment and program cancellations
included the following, among others:
–We evaluated the design and tested the operating effectiveness of controls over the identification,
evaluation, and recording of costs related to the product plan realignment and program cancellations,
including controls over the review and approval of estimated obligations and management’s review of
key assumptions used to estimate the claims.
–We inspected underlying support for recorded amounts, such as executed settlement agreements,
where settled, supplier correspondence, and relevant program documentation.
–We evaluated the (contractual) basis for management’s estimates by comparing key terms and
conditions used in the estimates to supplier agreements or other related support.
–We assessed the mathematical accuracy of management’s calculations.
–We evaluated the reasonableness of management’s assumptions related to expected outcomes and
future payment amounts for claims not yet settled.
–We evaluated the adequacy of the related disclosures in the financial statements.
/s/ Deloitte & Associés
February 26, 2026
We have served as the Company’s auditor since 2024.
196
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Stellantis N.V.
Opinion on the Financial Statements
We have audited the accompanying consolidated income statement, statements of comprehensive income,
cash flows and changes in equity of Stellantis N.V. and subsidiaries (the Company) for the year ended
December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements, before the adjustments described in Note 2, present fairly, in
all material respects, the results of the Company’s operations and its cash flows for the year ended December
31, 2023, in conformity with International Financial Reporting Standards (Accounting Standards) as issued by
the International Accounting Standards Board (IFRS).
We were not engaged to audit, review or apply any procedures to the adjustments described in Note 2 that were
applied to restate the 2023 consolidated statement of cash flows as a result of the change in accounting policy,
and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments
are appropriate and have been properly applied. Those adjustments were audited by Deloitte & Associés in
2025. In the opinion of Deloitte & Associés, such adjustments are appropriate and have been properly applied.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provide a reasonable basis for our opinion.
/s/ EY S.p.A.
We have served as the Company’s auditor from 2021 to 2024.
Turin, Italy
February 22, 2024
197
STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED INCOME STATEMENT
Years ended December 31, | |||||||
(€ million, except per share amounts) | Note | 2025 | 2024 | 2023 | |||
Net revenues | 4 | ||||||
Cost of revenues | |||||||
Selling, general and other costs | |||||||
Research and development costs | 5 | ||||||
Gains/(losses) on disposal of investments | 3 | ( | ( | ||||
Restructuring costs | |||||||
Share of the profit/(loss) of equity method investees | 12 | ( | ( | ||||
Operating income/(loss) | ( | ||||||
Net financial expenses/(income) | 6 | ( | ( | ||||
Profit/(loss) before taxes | ( | ||||||
Tax expense/(benefit) | 7 | ( | ( | ||||
Net profit/(loss) | ( | ||||||
Net profit/(loss) attributable to: | |||||||
Owners of the parent | ( | ||||||
Non-controlling interests | |||||||
Earnings/(loss) per share: | 29 | ||||||
Basic earnings/(loss) per share (€) | ( | ||||||
Diluted earnings/(loss) per share (€) | ( | ||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
198
STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Years ended December 31, | |||||||
(€ million) | Note | 2025 | 2024 | 2023 | |||
Consolidated profit/(loss) for the period | ( | ||||||
Fair value remeasurement of cash flow hedges | ( | ||||||
of which, reclassified to the income statement | |||||||
of which, recognized in equity during the period | ( | ||||||
Gains and losses from remeasurement of financial assets | |||||||
of which, reclassified to the income statement | ( | ||||||
of which, recognized in equity during the period | |||||||
Exchange differences on translating foreign operations | ( | ( | |||||
Income tax (expense)/benefit | ( | ( | |||||
Share of Other comprehensive income/(loss) for equity method investees | ( | ( | |||||
Amounts to be potentially reclassified to profit or loss | 28 | ( | ( | ||||
Actuarial gains and losses on defined benefit pension obligations | ( | ( | |||||
Share of Other comprehensive income/(loss) for equity method investees | ( | ||||||
Income tax (expense)/benefit | |||||||
Amounts not to be reclassified to profit or loss | 28 | ( | ( | ||||
TOTAL CONSOLIDATED COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD | ( | ||||||
of which, attributable to equity holders of the parent | ( | ||||||
of which, attributable to non-controlling interests | |||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
199
STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At December 31, | |||||
(€ million) | Note | 2025 | 2024 | ||
Assets | |||||
Goodwill and intangible assets with indefinite useful lives | 9 | ||||
Other intangible assets | 10 | ||||
Property, plant and equipment | 11 | ||||
Equity method investments | 12 | ||||
Non-current financial assets | 13 | ||||
Other non-current assets and prepaid expenses | 16 | ||||
Deferred tax assets | 7 | ||||
Non-current tax receivables | 16 | ||||
Total Non-current assets | |||||
Inventories | 14 | ||||
Assets sold with a buy-back commitment | |||||
Trade receivables | 16 | ||||
Current tax receivables | 16 | ||||
Other current assets and prepaid expenses | 16 | ||||
Current financial assets | 13 | ||||
Cash and cash equivalents | 18 | ||||
Assets held for sale | 3 | ||||
Total Current assets | |||||
Total Assets | |||||
Equity and liabilities | |||||
Equity | 28 | ||||
Equity attributable to owners of the parent | |||||
Non-controlling interests | |||||
Total Equity | |||||
Liabilities | |||||
Long-term debt | 22 | ||||
Other non-current financial liabilities | 17 | ||||
Other non-current liabilities | 24 | ||||
Non-current provisions | 21 | ||||
Employee benefits liabilities | 20 | ||||
Non-current tax liabilities | |||||
Deferred tax liabilities | 7 | ||||
Total Non-current liabilities | |||||
Short-term debt and current portion of long-term debt | 22 | ||||
Current provisions | 21 | ||||
Employee benefit liabilities | 20 | ||||
Trade payables | 23 | ||||
Current tax liabilities | |||||
Other liabilities | 24 | ||||
Other current financial liabilities | 17 | ||||
Liabilities held for sale | 3 | ||||
Total Current liabilities | |||||
Total Equity and liabilities | |||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
200
STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF CASH FLOWS
Years ended December 31, | |||||||
(€ million) | Note | 2025 | 2024(1) | 2023(1) | |||
Profit/(loss) before taxes | ( | ||||||
Adjustments for non-cash items and other: | 31 | ||||||
depreciation and amortization | |||||||
(gains)/losses on disposals | ( | ( | |||||
share of the (profit)/loss of equity method investees | ( | ||||||
other non-cash items | |||||||
Change in provisions and employee benefits liabilities | 31 | ||||||
Net change in receivables related to financial services activities | 31 | ( | ( | ( | |||
Change in carrying amount of leased vehicles(2) | ( | ( | ( | ||||
Dividends received | |||||||
Income tax received/(paid), net | ( | ( | ( | ||||
Changes in working capital | 15 | ( | ( | ( | |||
Net cash from/(used in) operating activities | ( | ||||||
Proceeds from disposal of shares in consolidated companies and of investments in non-consolidated companies | |||||||
Acquisitions of consolidated subsidiaries and equity method and other investments | ( | ( | ( | ||||
Proceeds from disposals of property, plant and equipment and intangible assets | |||||||
Investments in property, plant and equipment and intangible assets | ( | ( | ( | ||||
Change in amounts payable on property, plant and equipment and intangible assets | ( | ||||||
Changes in loans to joint ventures and associates | ( | ( | |||||
Change in securities | ( | ||||||
Other changes | ( | ||||||
Net cash from/(used in) investing activities | ( | ( | ( | ||||
Distributions paid: | |||||||
to Stellantis shareholders | ( | ( | ( | ||||
to non-controlling shareholders of subsidiaries | ( | ( | |||||
Proceeds from issuance of shares | |||||||
(Purchases)/sales of treasury shares | ( | ( | |||||
Changes in short-term debt and other financial assets and liabilities | 31 | ||||||
Gross outflows in repayments of long-term debt | 31 | ( | ( | ( | |||
Proceeds from issuances of long-term debt | 31 | ||||||
Other changes | ( | ( | |||||
Net cash from/(used in) financing activities | ( | ( | |||||
Effect of changes in exchange rates | ( | ( | |||||
(Increase)/decrease in cash and cash equivalents included in asset held for sale | ( | ( | |||||
Increase/(decrease) in cash and cash equivalents | ( | ( | ( | ||||
Net cash and cash equivalents at beginning of the period | |||||||
Net cash and cash equivalents at end of the period | 18 | ||||||
Refer to Note 1, Basis of presentation for additional information
subject to operating leases recognized under Property, plant and equipment and Payables for buy-back agreements recognized under
Other liabilities. This includes depreciation, impairment losses, and write-offs of leased vehicles
The accompanying notes are an integral part of the Consolidated Financial Statements.
201
STELLANTIS N.V. AND SUBSIDIARIES - CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to the Owners of the parent | ||||||||||||||||||||||
(€ million) | Share capital(1) | Treasury shares | Retained earnings and other reserves(1) | Cash flow hedge reserve | Remeasure ment of the fair value of financial assets | Actuarial gains and losses on pension obligations plans | Effect of change in exchange rates | Cumulative share of OCI of equity method investees | Equity - Attributable to Owners of the parent | Non- controlling interests | Total Equity | |||||||||||
At January 1, 2023 | ( | ( | ( | |||||||||||||||||||
Other comprehensive income | — | — | — | ( | ( | ( | ( | ( | ( | ( | ||||||||||||
Net profit | — | — | — | — | — | — | — | |||||||||||||||
Total Other comprehensive income | — | — | ( | ( | ( | ( | ||||||||||||||||
(Purchases) sales of treasury shares | — | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||
Cancellation of treasury shares | ( | ( | — | — | — | — | — | ( | — | ( | ||||||||||||
Distributions | — | — | ( | — | — | — | — | — | ( | ( | ||||||||||||
Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||
Other changes(1) | — | — | — | — | — | — | ||||||||||||||||
At December 31, 2023 | ( | ( | ( | |||||||||||||||||||
Other comprehensive income | — | — | — | ( | ||||||||||||||||||
Net profit | — | — | — | — | — | — | — | |||||||||||||||
Total Other comprehensive income | — | — | ( | |||||||||||||||||||
Capital increase | — | ( | — | — | — | — | — | — | ||||||||||||||
(Purchases) sales of treasury shares | — | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||
Cancellation of treasury shares | ( | ( | — | — | — | — | — | — | ||||||||||||||
Distributions | — | — | ( | — | — | — | — | — | ( | ( | ( | |||||||||||
Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||
Other changes(1) | — | — | ( | — | — | — | — | ( | ||||||||||||||
At December 31, 2024 | ( | ( | ( | |||||||||||||||||||
Other comprehensive income | — | — | — | ( | ( | ( | ( | ( | ( | |||||||||||||
Net loss | — | — | ( | — | — | — | — | — | ( | ( | ||||||||||||
Total Other comprehensive income | — | — | ( | ( | ( | ( | ( | ( | ||||||||||||||
Distributions | — | — | ( | — | — | — | — | — | ( | ( | ( | |||||||||||
Share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||
Other changes(1) | — | — | ( | — | — | — | — | |||||||||||||||
At December 31, 2025 | ( | ( | ( | |||||||||||||||||||
(1) Includes:
•deferred hedging gains/(losses) transferred to inventory, net of tax of €(10 ) million (€(47 ) million at December 31, 2024 and €1 million at
December 31, 2023); and
•the effect of hyperinflation for entities whose functional currency is the Turkish Lira, beginning from January 1, 2022, and the Argentine
Peso, from July 1, 2018 of €196 million at December 31, 2025, €454 million at December 31, 2024 and €323 million at December 31,
2023.
The accompanying notes are an integral part of the Consolidated Financial Statements.
202
STELLANTIS N.V. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. | Principal activities |
Stellantis N.V. was created as a result of the merger between Peugeot S.A. (“PSA”) and Fiat Chrysler
Automobiles N.V. (“FCA N.V.”), effective on January 17, 2021, with FCA N.V. as the surviving company. Upon
the merger, FCA N.V. was renamed to Stellantis N.V., a public limited liability company (naamloze
vennootschap), organized in the Netherlands, as the parent of Stellantis with its principal executive offices
located at Taurusavenue 1, 2132LS Hoofddorp, the Netherlands.
Stellantis is engaged in the design, engineering, manufacturing, distribution and sale of automobiles and light
commercial vehicles, engines, transmission systems, mobility services and financial services activities relating to
dealer and customer financing as well as vehicle leasing and rental. In addition, Stellantis is involved in certain
other activities, including independent after-market parts and service businesses and software and data
businesses.
Unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to Stellantis N.V.,
together with its consolidated subsidiaries, or any one or more of them, as the context may require. References
to “FCA”, and “FCA Group” mean Fiat Chrysler Automobiles N.V. together with its consolidated subsidiaries, or
any one or more of them, as the context may require. References to “PSA” and “Groupe PSA” mean Peugeot
S.A. together with its consolidated subsidiaries, or any one or more of them, as the context may require.
References to the “merger” refer to the merger between PSA and FCA completed on January 17, 2021 and
resulting in the creation of Stellantis.
All references in this report to “Euro” and “€” refer to the currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as
amended. Stellantis financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”,
“U.S.$” and “$” refer to the currency of the United States of America (“U.S.”). Unless otherwise stated, all
amounts are given in millions of euros (€ million).
2. | Basis of preparation |
Reporting Standards
The Consolidated Financial Statements, together with the notes thereto, of Stellantis as of and for the year ended
December 31, 2025 (the “Consolidated Financial Statements”) were authorized for issuance by the Stellantis
Board of Directors on February 26, 2026 and have been prepared in accordance with the International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as
IFRS as adopted by the European Union. There is no effect on these Consolidated Financial Statements resulting
from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The
designation “IFRS” includes International Accounting Standards (“IAS”) as well as all interpretations of the IFRS
Interpretations Committee (“IFRIC”).
203
The Consolidated Financial Statements are prepared under the historical cost method, modified for the
measurement of certain financial instruments as required, as well as on a going concern basis. In this respect,
the Company’s assessment is that no material uncertainties (as defined in IAS 1 - Presentation of Financial
Statements) exist about its ability to continue as a going concern.
For the presentation of the Consolidated Income Statement, Stellantis uses a classification based on the function
of expenses rather than based on their nature as it is considered more representative of the format used for
internal reporting and management purposes and is consistent with international practice in the automotive
sector.
Strategic plan undergoing reassessment
In 2022, Stellantis introduced its Dare Forward strategic plan, establishing long-term electrification targets of 100
percent EV sales in Europe and 50 percent in the United States by 2030. Over the subsequent years, the
Company focused on expansion of its electric vehicle capabilities while continuing to offer a broad range of
hybrid and internal combustion engine solutions to meet diverse customer needs.
Following the leadership transition in mid-2025, newly appointed executive leadership initiated and is overseeing
a comprehensive reassessment of the Company’s long-term strategy, including its climate transition roadmap.
This reassessment forms part of a broader reset of the business and is being conducted in preparation for the
communication of a new strategic plan. This review encompasses major programs and product plans with the
objective of realigning the Company’s strategy, portfolio and investment priorities with real-world customer
preferences, market demand and evolving regulatory frameworks, while also addressing the effects of prior
operational and execution challenges, targeting to re-establish the conditions for sustainable, profitable growth.
The strategic reassessment reflects a revised view on the expected pace of the energy transition in certain
markets, informed by customer purchasing behavior, affordability considerations, infrastructure readiness and
incentive frameworks. While the Company remains committed to the development of electrified powertrains,
including BEVs, the review emphasizes a demand-led approach to adoption and the importance of maintaining
flexibility across powertrain technologies.
Separately, the Company experienced commercial and operational headwinds in its key European and U.S.
markets during 2024 and the first half of 2025, including quality related challenges associated with new
platforms and powertrains and broader inflationary cost pressures. These factors further reinforced the need for
the strategic reassessment undertaken by the new executive leadership.
The updated strategy will be communicated at the Investor Day in May 2026.
As a result of the strategic reassessment and business reset led by the new management team, the Company
recognized significant charges during the year ended December 31, 2025. These charges primarily relate to
impairments of vehicle platforms, product plan realignments and associated costs, costs related to resizing of
the EV supply chain, and the discontinuation of the hydrogen fuel cell development program. These items reflect
the cost of aligning the Company’s product plans, manufacturing footprint and investment profile with revised
strategic priorities and market demand. The nature and financial impact of these charges, which were all
excluded from Adjusted Operating Income (“AOI”), are detailed below. The accounting for these charges also
required the use of estimates and application of critical judgment.
204
2025 | Cost of Revenues | Research and development costs | Gains/ (losses) on disposal of investments | Share of the profit/(loss) of equity method investees | Total | |||||
(€ million) | ||||||||||
Platform impairments | ||||||||||
Costs related to product plan realignments and program cancellations | ||||||||||
Battery JVs | ||||||||||
Hydrogen fuel cell program discontinuation | ||||||||||
Total |
Platform impairments
As part of the strategic reassessment, the Company revised its volume and profitability projections, including the
cancellation of certain vehicle programs. As a result, indicators of impairment were identified for several vehicle
platform cash generating units (“CGUs”), and impairment tests were performed, as further described in
Impairment of long-lived assets.
Based on the results of these impairment tests, for the year ended December 31, 2025, the Company
recognized total impairment charges of €6.6 billion, comprising:
•€2.7 billion recognized within Cost of revenues, relating to property, plant and equipment, primarily tooling;
and
•€3.9 billion recognized within Research and development costs, primarily relating to the write off of capitalized
development expenditures.
The impairment charges were recognized in North America (€5.7 billion), Maserati (€0.6 billion) and Enlarged
Europe (€0.3 billion).
Costs related to product plan realignments and program cancellations
As part of the strategic reassessment, the Company cancelled certain future products that were not expected to
achieve profitable scale, including the previously planned Ram 1500 BEV, reflecting alignment with customer
demand and changes in the U.S. regulatory framework.
As a result, the Company recognized asset write offs and other costs related to product plan realignments and
program cancellations.
For the year ended December 31, 2025, product plan realignments and program cancellations resulted in total
charges of €9.1 billion, comprising:
•€7.0 billion recognized within Cost of revenues; and
•€2.1 billion recognized within Research and development costs
These charges were recognized in North America (€6.5 billion), Enlarged Europe (€2.2 billion) and South
America (€0.3 billion).
205
EV supply chain
During the year ended December 31, 2025, the Company recognized charges of €2.1 billion in connection with
actions taken to rationalize battery manufacturing capacity, comprising the following:
•€1.6 billion recognized within Gains/(losses) on disposal of investments, relating to the decision to exit the
Company’s battery joint venture with LG Energy Solution, NextStar Energy Inc. (“NextStar”). As a result, the
investment was classified as held for sale and remeasured to fair value less costs to sell, resulting in a full write
down of the investment (€0.9 billion). In addition, a €0.7 billion liability was accrued in respect of obligations
arising from the exit of the joint venture. These charges were recognized within North America; and
•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full impairment of
the Company’s investment in the Automotive Cells Company SE (“ACC”) battery joint venture and the
impairment of the majority of the shareholder loans provided by the Company to ACC. These charges were
recognized within Enlarged Europe. The full impairment of ACC is due to the revised view of the pace of
energy transition in Enlarged Europe.
Hydrogen fuel cell program discontinuation
During the year ended December 31, 2025, the Company concluded that, due to the limited availability of
hydrogen refueling infrastructure, high capital requirements and the need for stronger consumer purchasing
incentives, the adoption of hydrogen powered light commercial vehicles is not expected before the end of the
decade. Accordingly, in July 2025, the Company announced the decision to discontinue its hydrogen fuel cell
technology development program.
As a result of this decision, the Company recognized total charges of €1.1 billion, comprising:
•€0.5 billion recognized within Share of profit/(loss) of equity method investments, relating to a full write down of
the investment in Symbio, a joint venture focused on hydrogen fuel cell technology, and the impairment of
loans granted to the joint venture;
•€0.3 billion recognized within Cost of revenues, relating to the write off of fuel cell related property, plant and
equipment, inventory write downs and other related costs; and
•€0.3 billion recognized within Research and development costs, primarily relating to the write off of fuel cell
related capitalized development expenditures.
These charges were recognized within Enlarged Europe.
The areas of financial reporting which rely on the use of cash flow projections (such as impairment testing and
deferred tax asset recognition assessments) incorporate climate change related estimates and judgments
applied by management in the development of the MTP (”Medium Term Plan”), which covers the period from
January 1, 2026 through December 31, 2028.
For further details of impairment testing, refer to: Recoverability of non-current assets with definite useful lives
and Recoverability of Goodwill and Intangible assets with indefinite useful lives. For further details of the
deferred tax asset recoverability assessment refer to Recoverability of deferred tax assets.
206
Changes in climate-related assumptions could also impact the estimated useful lives and residual value
estimates of property, plant and equipment and intangible assets, as these are based on the period over which
the assets are expected to be used by the Company, which could change in response to climate-related
assumptions, for example as a result of amendments to the regulatory landscape. Refer to Note 11, Property,
plant and equipment and Note 10, Other intangible assets for additional information.
As described in Note 19, Share-based compensation, certain of the long-term equity incentive plans vest upon
the achievement of certain nameplate electrification targets. The Company accrues the share-based payment
expense on the basis of the progress towards achieving the MTP (i.e. periodically an evaluation is performed to
determine the best estimate for how much may vest). In the event that the Company does not expect to achieve
the electrification targets, certain of the amounts accrued in relation to these awards may need to be reversed.
The Company accrues provisions for costs related to regulatory emission compliance requirements. Such
provisions are accrued at the time the vehicle is sold, if it is concluded that it is more likely than not that the
Company will have to settle the obligation. The Company performs the recognition assessment based on its
most recent projections which reflect the climate-related assumptions. The provision accrued is the estimated
cost to settle the obligation, measured as the sum of the cost of regulatory credits expected to be used in
settlement plus the amount, if any, of the fine expected to be paid in cash per unit. In instances where there are
changes to regulatory emission schemes, the impacts are accounted for in the period of the change. Such
provisions are included within Note 21, Provisions, for additional information.
Consolidated Statement of Cash Flows
The Company has reclassified certain items in the Consolidated Statement of Cash Flows. These
reclassifications were made to enhance the consistency and comparability of the financial disclosures. These
changes are considered to be changes in accounting policy, in accordance with IAS 8. The reclassifications are
as follows:
•As the loans and receivables of our financial services activities are growing and as we consider these activities
to be part of our principal revenue-producing activities, the net change in receivables related to financial
services activities was reclassified from Net cash from/(used in) investing activities to Net cash from/(used in)
operating activities;
•Changes in securities have been reclassified from Net cash from/(used in) financing activities to Net cash
from/(used in) investing activities; and
•Certain financial receivables related to factoring transactions that qualify for derecognition of the trade
receivable have been reclassified from Net cash from/(used in) financing activities to Net cash from/(used in)
operating activities to the line Changes in working capital.
The following changes improve the structure and content of the Consolidated Statement of Cash Flows by
integrating information previously reported as disclosure notes:
•The change in long-term debt, which was previously presented net on the Statement of Cash Flows, will be
presented in separate lines presenting gross inflows in Proceeds from issuances of long-term debt and gross
outflows in Repayments of long-term debt; and
•The Company has moved the disclosures of the cash flows related to dividends received and income taxes
paid to the face of the Statement of Cash Flows. This information was previously disclosed in Note 31,
Explanatory notes to the Consolidated Statement of Cash Flows in the Consolidated Financial Statements at
December 31, 2024.
207
Year ended December 31, 2024 | |||||
(€ million) | As previously reported | Reclassifications | As reclassified | ||
Net profit/(loss) | ( | — | |||
Profit/(loss) before taxes | |||||
Adjustments for non-cash items and other: | |||||
depreciation and amortization | |||||
(gains)/losses on disposals | ( | ( | |||
change in deferred taxes | ( | ||||
share of the profit/(loss) of equity method investees | ( | ||||
other non-cash items | |||||
Change in provisions and employee benefits liabilities | |||||
Net change in receivables related to financial services activities | ( | ( | |||
Change in carrying amount of leased vehicles | ( | ( | |||
Dividends received | |||||
Income tax received/(paid), net | ( | ( | |||
Changes in working capital | ( | ( | |||
Net cash from/(used in) operating activities | ( | ||||
Proceeds from disposal of shares in consolidated companies and of investments in non-consolidated companies | |||||
Acquisitions of consolidated subsidiaries and equity method investments | ( | ( | |||
Proceeds from disposals of property, plant and equipment and intangible assets | |||||
Investments in property, plant and equipment and intangible assets | ( | ( | |||
Change in amounts payable on property, plant and equipment and intangible assets | |||||
Changes in loans to joint ventures and associates | ( | ( | |||
Change in securities | |||||
Other changes | |||||
Net cash from/(used in) investing activities | ( | ( | |||
Distributions paid: | |||||
to Stellantis shareholders | ( | ( | |||
to non-controlling shareholders of subsidiaries | ( | ( | |||
Proceeds from issuance of shares | |||||
(Purchases)/sales of treasury shares | ( | ( | |||
Changes in short-term debt and other financial assets and liabilities | ( | ||||
Changes in long-term debt | ( | ||||
Gross outflows in repayments of long-term debt | ( | ( | |||
Proceeds from issuances of long-term debt | |||||
Change in securities | ( | ||||
Other changes | ( | ( | |||
Net cash from/(used in) financing activities | ( | ( | |||
Effect of changes in exchange rates | |||||
(Increase)/decrease in cash and cash equivalents included in asset held for sale | ( | ( | |||
Increase/(decrease) in cash and cash equivalents | ( | ( | |||
Net cash and cash equivalents at beginning of the period | |||||
Net cash and cash equivalents at end of the period | |||||
208
Year ended December 31, 2023 | |||||
(€ million) | As previously reported | Reclassifications | As reclassified | ||
Net profit/(loss) | ( | — | |||
Profit/(loss) before taxes | |||||
Adjustments for non-cash items and other: | |||||
depreciation and amortization | |||||
(gains)/losses on disposals | ( | ( | |||
change in deferred taxes | ( | ||||
share of the profit/(loss) of equity method investees | ( | ( | ( | ||
other non-cash items | |||||
Change in provisions and employee benefits liabilities | |||||
Net change in receivables related to financial services activities | ( | ( | |||
Change in carrying amount of leased vehicles | ( | ( | |||
Dividends received | |||||
Income tax received/(paid), net | ( | ( | |||
Changes in working capital | ( | ( | ( | ||
Net cash from/(used in) operating activities | ( | ||||
Proceeds from disposal of shares in consolidated companies and of investments in non-consolidated companies | |||||
Acquisitions of consolidated subsidiaries and equity method investments | ( | ( | |||
Proceeds from disposals of property, plant and equipment and intangible assets | |||||
Investments in property, plant and equipment and intangible assets | ( | ( | |||
Change in amounts payable on property, plant and equipment and intangible assets | |||||
Changes in loans to joint ventures and associates | ( | ( | |||
Change in securities | ( | ( | |||
Other changes | ( | ( | |||
Net cash from/(used in) investing activities | ( | ( | |||
Distributions paid: | — | — | |||
to Stellantis shareholders | ( | ( | |||
to non-controlling shareholders of subsidiaries | |||||
Proceeds from issuance of shares | |||||
(Purchases)/sales of treasury shares | ( | ( | |||
Changes in short-term debt and other financial assets and liabilities | |||||
Changes in long-term debt | ( | ||||
Gross outflows in repayments of long-term debt | ( | ( | |||
Proceeds from issuances of long-term debt | |||||
Change in securities | ( | ||||
Other changes | ( | ( | |||
Net cash from/(used in) financing activities | ( | ( | |||
Effect of changes in exchange rates | ( | ( | |||
(Increase)/decrease in cash and cash equivalents included in asset held for sale | ( | ( | |||
Increase/(decrease) in cash and cash equivalents | ( | ( | |||
Net cash and cash equivalents at beginning of the period | |||||
Net cash and cash equivalents at end of the period | |||||
209
Material accounting policies
Basis of consolidation
Subsidiaries are entities over which the Company has control. Control is achieved when the Company (i) has
power over the investee; (ii) is exposed to, or has rights to, variable returns from its involvement with the investee
and (iii) has the ability to use its power over the investee to affect the amount of the investor’s returns.
Subsidiaries are consolidated on a line-by-line basis from the date which control is achieved by the Company.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control listed above.
The Company recognizes a non-controlling interest in the acquiree on a transaction-by-transaction basis, either
at fair value or at the non-controlling interest’s share of the recognized amounts of the acquiree’s identifiable net
assets. Net profit or loss and each component of Other comprehensive income/(loss) are attributed to Equity
attributable to owners of the parent and to Non-controlling interests. Total comprehensive income/(loss) of
subsidiaries is attributed to Equity attributable to the owners of the parent and to the non-controlling interest
even if this results in a deficit balance in Non-controlling interests.
Changes in the Company’s ownership interests in a subsidiary that do not result in the Company losing control
over the subsidiary are accounted for as equity transactions. The carrying amounts of Equity attributable to
owners of the parent and Non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiary. Any difference between the carrying amount of the non-controlling interests and the fair value of
the consideration paid or received in the transaction is recognized directly in Equity attributable to the owners of
the parent.
Subsidiaries are deconsolidated from the date on which control ceases. When the Company ceases to have
control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary at
their carrying amounts, derecognizes the carrying amount of non-controlling interests in the former subsidiary, if
any, and recognizes the fair value of any consideration received from the transaction. Any gain or loss is
recognized in the Consolidated Income Statement. Any retained interest in the former subsidiary is then
remeasured to its fair value.
All intra-group balances and transactions, and any unrealized gains and losses arising from intra-group
transactions, are eliminated in preparing the Consolidated Financial Statements.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of
the parties sharing the control.
An associate is an entity over which the Company has significant influence. Significant influence is where the
Company has the power to participate in the financial and operating policy decisions of the investee but does
not have control or joint control over those policies.
210
Joint ventures and associates are accounted for using the equity method of accounting from the date joint
control or significant influence is obtained. On acquisition, any excess of the investment over the share of the net
fair value of the investee's identifiable assets and liabilities is recognized as goodwill and is included in the
carrying amount of the investment. Any excess of the Company’s share of the net fair value of the investee’s
identifiable assets and liabilities over the cost of the investment is included as income in the determination of the
Company’s share of the investee’s profit/(loss) in the acquisition period.
Under the equity method, investments are initially recognized at cost and adjusted thereafter to recognize the
Company’s share of the profit/(loss) and other comprehensive income/(loss) of the investee. The Company’s
share of the investee’s profit/(loss) is recognized in the Consolidated Income Statement. Distributions received
from an investee reduce the carrying amount of the investment. Post-acquisition movements in Other
comprehensive income/(loss) are recognized in Other comprehensive income/(loss) with a corresponding
adjustment to the carrying amount of the investment.
Unrealized gains arising on transactions between the Company and its joint ventures and associates are
eliminated to the extent of the Company’s interest in the joint venture or associate. Unrealized losses are also
eliminated unless the transaction provided evidence of an impairment of the asset transferred.
When the Company’s share of the losses of a joint venture or associate exceeds its interest in that joint venture
or associate, the Company discontinues recognizing its share of further losses. Additional losses are provided
for and a liability is recognized only to the extent that the Company has incurred legal or constructive obligations
or made payments on behalf of the joint venture or associate. The Company tests the carrying value of a joint
venture or associate for impairment when indicators of impairment are identified.
The Company discontinues the use of the equity method from the date the investment ceases to be an associate
or a joint venture, or when it is classified as held for sale.
A joint operation is a type of joint arrangement whereby the parties that have joint control have rights to the
assets and obligations for the liabilities relating to the arrangement. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities require the
unanimous consent of the parties sharing control.
The Company recognizes its related interest in the joint operation including: (i) its assets, including its share of
any assets held jointly, (ii) its liabilities, including its share of any liabilities incurred jointly, (iii) its revenue from
the sale of its share of the output arising from the joint operation, (iv) its share of the revenue from the sale of the
output by the joint operation and (v) its expenses, including its share of any expenses incurred jointly.
Pursuant to IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations, non-current assets and
disposal groups are classified as held for sale if their carrying amount will be recovered principally through a
sale transaction rather than through continuing use. This condition is regarded as met only when the asset or
disposal group is available for immediate sale in its present condition, subject only to terms that are usual and
customary for sales of such an asset or disposal group, and the sale is highly probable, with the sale expected
to be completed within one year from the date of classification.
211
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying
amount and fair value less costs to sell and are presented separately in the Consolidated Statement of Financial
Position. Non-current assets and disposal groups are not classified as held for sale within the comparative
period presented for the Consolidated Statement of Financial Position.
A discontinued operation is a component of the Company that either has been disposed of or is classified as
held for sale and (i) represents either a separate major line of business or a geographical area of operations, (ii)
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of
operations, or (iii) is a subsidiary acquired exclusively with a view to resell and the disposal will result in the loss
of control.
Classification as a discontinued operation occurs upon disposal or, if earlier, when the asset or disposal group
meets the criteria to be classified as held for sale. When the asset or disposal group is classified as a
discontinued operation, the comparative information is reclassified within the Consolidated Income Statement
and the Consolidated Statement of Cash Flows as if the asset or disposal group had been discontinued from the
start of the earliest comparative period presented. In addition, when an asset or disposal group is classified as
held for sale, depreciation and amortization cease.
For the years ended December 31, 2025, 2024 and 2023 the Company did not have any discontinued
operations.
The classification, presentation and measurement requirements of IFRS 5 - Non-current Assets Held for Sale and
Discontinued Operations outlined above also apply to an asset or disposal group that is classified as held for
distribution to owners, whereby there must be commitment to the distribution, the asset or disposal group must
The functional currency of the Company’s entities is the currency used in their respective primary economic
environments. In individual companies, transactions in foreign currencies are recorded at the exchange rate
prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rate prevailing at the date of the Consolidated Statement of Financial Position.
Exchange differences arising on the settlement of monetary items or on reporting monetary items at rates
different from those initially recorded, are recognized in the Consolidated Income Statement.
All assets and liabilities of foreign consolidated companies with a functional currency other than the Euro are
translated using the closing rates as at the date of the Consolidated Statement of Financial Position. Income and
expenses are translated into Euro on a monthly basis at the average exchange rate for each month. Translation
differences arising from the application of this method are classified within Other comprehensive income/(loss)
until the disposal of the subsidiary.
Average exchange rates for the period are used in preparing the Consolidated Statement of Cash Flows to
translate the cash flows of foreign subsidiaries.
212
2025 | 2024 | 2023 | |||||||||
Average | At December 31 | Average | At December 31 | Average | At December 31 | ||||||
U.S. Dollar (USD) | |||||||||||
Canadian Dollar (CAD) | |||||||||||
Mexican Peso (MXN) | |||||||||||
Pound Sterling (GBP) | |||||||||||
Polish Zloty (PLN) | |||||||||||
Swiss Franc (CHF) | |||||||||||
Turkish Lira (TRY)(1) | n.a. | n.a. | n.a. | ||||||||
Brazilian Real (BRL) | |||||||||||
Argentine Peso (ARS)(2) | n.a. | n.a. | n.a. | ||||||||
Chinese Renminbi (CNY) | |||||||||||
Japanese Yen (JPY) | |||||||||||
n.a. = not applicable
(1) From April 1, 2022, Türkiye’s economy was considered to be hyperinflationary. Transactions after January 1, 2022 for entities with the
Turkish Lira as the functional currency were translated using the spot rate at the end of the period. The price indices used are published
by the Turkish Statistical Institute
(2) From July 1, 2018, Argentina’s economy was considered to be hyperinflationary. Transactions after July 1, 2018 for entities with the
Argentine Peso as the functional currency were translated using the spot rate at the end of the period. The price indices used are
published by the Insituto Nacional de Estadistica y Censos de la Republica Argentina
Goodwill
Goodwill represents the excess of the fair value of consideration paid in a business combination over the fair
value of net tangible and identifiable intangible assets acquired. Goodwill is not amortized but is tested for
impairment annually or more frequently if events or changes in circumstances indicated that it might be
impaired. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Intangible assets with indefinite useful lives
Intangible assets with indefinite useful lives consist principally of brands which have no legal, contractual,
competitive, economic or other factors that limit their useful lives. Intangible assets with indefinite useful lives are
not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances
indicated that the asset may be impaired.
Development expenditures
Development expenditures for vehicle production and related components, engines and production systems are
recognized as an asset if all of the following conditions within IAS 38 – Intangible assets are met: (i) development
expenditures can be measured reliably, (ii) technical feasibility of the product, projected volumes and pricing
support the view that the development expenditure will generate future economic benefits and (iii) the intention
to complete the intangible asset as well as the availability of adequate technical, financial and other resources
for this purpose. Capitalized development expenditures include all costs that are directly attributed to the
development process. All other development expenditures are expensed as incurred.
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Capitalized development expenditures are amortized on a straight-line basis from when the related asset is
available for use, generally from the beginning of production, over the expected life cycle of the models
(generally 5 -9 years) or propulsion systems (generally 10 -12 years) developed.
The useful lives of capitalized development expenditures are reviewed at least annually, or more frequently if
facts and circumstances indicate that there could be a change from the previous assessment. Changes in useful
lives are accounted for as a change in accounting estimate prospectively from the date of change. The useful
life assessment considers any updates to the Company’s product development strategy (including any climate-
related changes in assumptions), reflecting the Company’s most recently approved plans (including the MTP),
which would also reflect any regulatory developments (for example the phasing out of certain technologies).
Refer to the section “Climate change” for additional information.
Other internally developed or purchased intangible assets, excluding development expenditures
The portion of development expenditures relating to software for internal use that corresponds to directly
attributable internal or external costs necessary to create the software or improve its performance is recognized
as an intangible asset when it is probable that these costs will generate future economic benefits. Other software
acquisition and development-costs are expensed as incurred.
Other intangible assets are amortized on a straight-line basis over their estimated useful lives.
Cost
Property, plant and equipment is initially recognized at cost and includes the purchase price, any costs directly
attributable to bringing the assets to the location and condition necessary to be capable of operating in the
manner intended by management and any initial estimate of the costs of dismantling and removing the asset
and restoring the site on which it is located. Self-constructed assets are initially recognized at production cost.
Subsequent expenditures and the cost of replacing parts of an asset are capitalized only if they increase the
future economic benefits embodied in that asset. All other expenditures are expensed as incurred. When such
replacement costs are capitalized, the carrying amount of the parts that are replaced is expensed to the
Consolidated Income Statement.
Depreciation
over their estimated useful lives as follows:
Years | |
Buildings | |
Plant, machinery and equipment | |
Other assets - Assets subject to operating leases | |
Other assets - Other assets |
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The useful life of property, plant and equipment is reviewed at least annually, or more frequently if facts and
circumstances indicate that there could be a change from the previous assessment. Changes in useful lives are
accounted for as a change in accounting estimate prospectively from the date of change. The useful life
assessment considers any updates to the Company’s product development strategy (including any climate-
related changes in assumptions), reflecting the Company’s most recently approved plans (including the MTP),
which would also reflect any regulatory developments (for example the phasing out of certain technologies).
Refer to the section “Climate change” for additional information.
Borrowing costs that are directly attributable to the acquisition, construction or production of property, plant or
equipment or an intangible asset that is deemed to be a qualifying asset as defined in IAS 23 - Borrowing Costs
are capitalized. Only assets with a construction period of 12 months or longer are considered. The amount of
borrowing costs eligible for capitalization corresponds to the actual borrowing costs incurred during the period,
less any investment income on the temporary investment of any borrowed funds not yet used. The amount of
borrowing costs capitalized in the years ended December 31, 2025 and 2024 was €317 million and €324 million,
respectively.
As a Lessee
At the inception of a contract, the Company assesses whether the contract has, or contains, a lease. A contract
has, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
At inception or on reassessment of a contract that contains a lease component, the Company allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices.
Right-of-use asset
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-
of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or restore the underlying asset or the site on
which it is located if required by the lease, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date
to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated
useful life of the right-of-use asset is determined based on the nature of the asset, taking into consideration the
lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted
for certain corresponding remeasurements of the lease liability.
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Lease liability
The lease liability is initially measured at the present value of the lease payments that have not been paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company's incremental borrowing rate. The incremental borrowing rate is determined
considering macro-economic factors such as the risk free rate based on the relevant currency and term, as well
as the Company specific factors contributing to the Company’s credit spread, including the impact of security.
The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.
Lease payments used to measure the lease liability include the following, if appropriate:
•fixed payments, including in-substance fixed payments;
•variable lease payments that depend on an index or a rate, initially measured using the index or rate
applicable as at the commencement date;
•amounts expected to be payable under a residual value guarantee;
•if reasonably certain to exercise, the exercise price under a purchase option, or lease payments in an optional
renewal period; and
•penalties for early termination of a lease unless the Company was reasonably certain not to terminate early.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is
a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or
if the Company changes its assessment of whether it would exercise a purchase, extension or termination
option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
The Company presents right-of-use assets that do not meet the definition of investment property in Property,
plant and equipment and lease liabilities in Long-term debt and Short-term debt and current portion of long-term
debt in the Consolidated Statement of Financial Position.
The Company elects to not recognize right-of-use assets and lease liabilities for short-term leases and low-value
leases for all classes of leased assets. The Company recognizes the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
As a Lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an
operating lease.
To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially
all the risks and rewards incidental to ownership of the underlying asset. If the risks and rewards are
substantially transferred, then the lease is a finance lease; if not, then it is an operating lease. As part of this
assessment, the Company considers certain indicators such as whether the lease is for the major part of the
economic life of the asset.
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Semi-annually, or when facts or circumstances indicate otherwise, the Company assesses whether there is any
indication that its finite-lived intangible assets (including capitalized development expenditures) and its property,
plant and equipment may be impaired.
If indicators of impairment are present, an impairment test is performed, comparing the carrying amount of the
asset to its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. In
the event that the carrying amount is in excess of the recoverable amount, an impairment is recorded to reduce
the value of the asset to its recoverable amount. The recoverable amount is determined for the individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets, in which case the asset is tested as part of the cash-generating unit (“CGU”) to which the
asset belongs. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets. In assessing the value in use of an asset
or CGU, the estimated future cash flows are discounted to their present value using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or CGU.
When an impairment loss for assets, other than goodwill, no longer exists or has decreased, the carrying amount
of the asset or CGU is increased to the revised estimate of its recoverable amount but not in excess of the
carrying amount that would have been recorded had no impairment loss been recognized.
Impairment losses, along with any required reversal of a previously recorded impairment loss, are recognized in
the Consolidated Income Statement. Refer to the section “Critical judgments and use of estimates” below for
Financial assets primarily includes trade receivables, receivables from financing activities, investments in other
companies, derivative financial instruments, cash and cash equivalents, and other financial securities that do not
satisfy the requirements for being classified as cash equivalents.
Financial liabilities primarily consists of debt, derivative financial instruments, trade payables and other liabilities.
Receivables from dealer financing activities are typically generated by shipments of vehicles and are generally
managed under dealer network financing programs as a component of the portfolio of the Company's financial
services companies. These receivables accrue interest, except in most cases during an initial, limited period
when they are non-interest bearing. This non-interest bearing period does not apply to U.S. receivables. The
contractual terms governing the relationships with the dealer networks vary according to market and payment
terms, which generally range from one to 21 months.
In addition, the Company generates receivables from financing activities related to installment sales contracts
and loans as a component of the portfolio of the Company’s financial services companies, originated through its
automobile dealer relationships and directly with consumers. The Company primarily used warehouse credit
facilities with financial institutions and asset-backed facilities to fund its origination activities. When sufficient
volume is originated, the Company will complete an on-balance sheet securitization and issue term notes,
thereby freeing up capacity in the warehouse credit facilities.
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In our securitizations, we transfer receivables from financing activities to securitization trusts (“Trusts”), which
issue one or more classes of asset-backed securities. These asset-backed securities are then sold to investors.
These Trusts are included in our consolidated financial statements, but they are separate legal entities. The
assets held by these Trusts are legally owned by the Trusts and are not available to the Company’s creditors or
creditors of our other Trusts. When the securitized assets are transferred to a Trust, we make certain
representations and warranties regarding the securitized assets. These representations and warranties relate to
specific aspects of the securitized assets, such as origination, obligors, accuracy, and security interest, but not
the underlying performance of the securitized asset. If a breach were to occur related to one or more of these
representations that materially affects the noteholders’ interest, we would be obligated to repurchase the
securitized assets.
The transfers of assets in the Company’s securitization transactions do not qualify for derecognition. The
Company accounts for all securitization transactions as if they were secured financing and therefore the assets,
liabilities, and related activity of these transactions are consolidated in the Company’s financial statements. As
the securitized receivables amortize, finance charge collections are passed through to the investors at a
specified rate for the life of the securitization and an interest in collections exceeding the specified rate is
retained by the Company. The majority of these securitization transactions are within Stellantis Financial Services
US Corp (“SFS U.S.”).
The Company classifies financial liabilities that arise from supplier finance arrangements within Trade payables
in the Consolidated Statement of Financial Position if they have a similar nature and function to trade payables.
This is the case if the supplier finance arrangement is part of the working capital used in the Company’s normal
operating cycle and the terms of the liabilities that are part of the supply chain finance arrangement are not
substantially different from the terms of trade payables that are not part of the arrangement. Cash flows related
to liabilities arising from supplier finance arrangements that are classified in Trade payables in the Consolidated
Statement of Financial Position are included in operating activities in the Consolidated Statement of Cash Flows.
Classification and measurement
The classification of a financial asset is dependent on the Company’s business model for managing such financial
assets and their contractual cash flows. The Company considers whether the contractual cash flows represent
solely payments of principal and interest that are consistent with a basic lending arrangement. Where the
contractual terms introduce exposure to risk or volatility that are inconsistent with a basic lending arrangement,
the related financial assets are classified and measured at fair value through profit or loss (“FVPL”).
Financial asset cash flow business model | Initial measurement(1) | Measurement category(3) |
Solely to collect the contractual cash flows (Held to Collect) | Fair Value including transaction costs | Amortized Cost(2) |
Collect both the contractual cash flows and generate cash flows arising from the sale of assets (Held to Collect and Sell) | Fair Value including transaction costs | Fair value through other comprehensive income (“FVOCI”) |
Generate cash flows primarily from the sale of assets (Held to Sell) | Fair Value | FVPL |
(1) Trade receivables without a significant financing component, as defined by IFRS 15 - Revenue from contracts with customers, are
initially measured at the transaction price
(2) Receivables with maturities of over one year, which bear no interest or have an interest rate significantly lower than market rates are
discounted using market rates
(3) On initial recognition, the Company could irrevocably designate a financial asset at FVPL that otherwise met the requirements to be
measured at amortized cost or at FVOCI if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise
Factors considered by the Company in determining the business model for a group of financial assets include:
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•past experience on how the cash flows for these assets were collected;
•the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
future sales activity expectations;
•how the asset’s performance is evaluated and reported to key management personnel; and
•how risks are assessed and managed and how management is compensated.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its
business model for managing financial assets, in which case all affected financial assets are reclassified on the
first day of the first reporting period following the change in the business model.
Cash and cash equivalents include cash at banks, units in money market funds and other money market
securities, commercial paper and certificate of deposits that are readily convertible into cash, with original
maturities of three months or less at the date of purchase. Cash and cash equivalents are subject to an
insignificant risk of changes in value and consist of balances across various primary national and international
banks and of money market instruments. Money market funds consist of investments in high quality, short-term,
diversified financial instruments that can generally be liquidated on demand and are measured at FVPL. Cash at
banks and Other cash equivalents are measured at amortized cost.
Investments in other companies are measured at fair value. Equity investments for which there is no quoted
market price in an active market and there is insufficient financial information in order to determine fair value may
be measured at cost as an estimate of fair value, as permitted by IFRS 9 - Financial Instruments (“IFRS 9”). The
Company may irrevocably elect to present subsequent changes in the investment’s fair value in Other
comprehensive income (“OCI”) upon the initial recognition of an equity investment that is not held to sell. This
election is made on an investment-by-investment basis. Generally, any dividends from these investments are
recognized in Net financial expenses/(income) when the Company’s right to receive payment is established.
Other net gains and losses are recognized in OCI and will not be reclassified to the Consolidated Income
Statement in subsequent periods. Impairment losses (and the reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes in fair value in OCI.
Impairment of financial assets
The Company’s credit risk differs in relation to the type of activity. In particular, receivables from financing
activities, such as dealer and retail financing that are carried out through the Company’s financial services
companies, are exposed both to the direct risk of default and the deterioration of the creditworthiness of the
counterparty, whereas trade receivables arising from the sale of vehicles and spare parts, are mostly exposed to
the direct risk of counterparty default. These risks are mitigated by different kinds of security received and the
fact that collection exposure is spread across a large number of counterparties.
The IFRS 9 impairment requirements are based on a forward-looking expected credit loss (“ECL”) model. ECL is
a probability-weighted estimate of the present value of cash shortfalls.
The calculation of the amount of ECL is based on the risk of default by the counterparty, which is determined by
taking into account the information available at the end of each reporting period as to the counterparty’s
solvency, the fair value of any guarantees and the Company’s historical experience. The Company considers a
financial asset to be in default when: (i) the borrower is unlikely to pay its obligations in full and without
consideration of compensating guarantees or collateral (if any exist); or (ii) the financial asset is more than 90
days past due.
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The Company applies two impairment models for financial assets as set out in IFRS 9: the simplified approach
and the general approach. The table below indicates the impairment model used for each of the Company’s
financial asset categories. Impairment losses on financial assets are recognized in the Consolidated Income
Statement within the corresponding line items, based on the classification of the counterparty.
Financial asset | IFRS 9 impairment model |
Trade receivables | Simplified approach |
Receivables from financing activities | General approach |
Other receivables | General approach |
In order to test for impairment, individually significant receivables and receivables for which collectability is at
risk are assessed individually, while all other receivables are grouped into homogeneous risk categories based
on shared risk characteristics such as instrument type, industry or geographical location of the counterparty.
The simplified approach for determining the lifetime ECL allowance is performed in two steps:
•All trade receivables that are in default, as defined above, are individually assessed for impairment; and
•A general reserve is recognized for all other trade receivables (including those not past due) based on
historical loss rates.
The Company applies the general approach as determined by IFRS 9 by assessing at each reporting date
whether there has been a significant increase in credit risk on the financial instrument since initial recognition.
The Company considers receivables to have experienced a significant increase in credit risk when certain
quantitative or qualitative indicators have been met or the borrower was more than 30 days past due on its
contractual payments.
recognition are summarized below:
Stage | Description | Time period for measurement of ECL |
Stage 1 | A financial instrument that is not credit-impaired on initial recognition | 12-month ECL |
Stage 2 | A financial instrument with a significant increase in credit risk since initial recognition | Lifetime ECL |
Stage 3 | A financial instrument that is credit-impaired or has defaulted | Lifetime ECL |
Considering forward-looking economic information, ECL is determined by projecting the probability of default,
exposure at default and loss given default for each future contractual period and for each individual exposure or
collective portfolio. The discount rate used in the ECL calculation is the stated effective interest rate or an
approximation thereof. Each reporting period, the assumptions underlying the ECL calculation are reviewed and
updated as necessary. Since adoption, there have been no significant changes in estimation techniques or
significant assumptions that led to material changes in the ECL allowance.
The gross carrying amount of a financial asset is written-off to the extent that there is no realistic prospect of
recovery. This is generally the case when the Company determined that a debtor does not have assets or
sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
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Derivative financial instruments are used for economic hedging purposes in order to reduce currency, interest
rate and market price risks (primarily related to commodities). In accordance with IFRS 9, derivative financial
instruments are recognized when we become a party to the contractual provisions of the instrument and, upon
initial recognition, are measured at fair value. Subsequent to initial recognition, all derivative financial instruments
are measured at fair value. Furthermore, derivative financial instruments qualify for hedge accounting when (i)
there is formal designation and documentation of the hedging relationship and the Company’s risk management
objective and strategy for undertaking the hedge at inception of the hedge and (ii) the hedge is expected to be
effective. If the hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge
ratio but the risk management objective for that designated hedging relationship remains the same, this ratio
must then be rebalanced. Rebalancing consists in adjusting either the designated quantities of the hedged item
or the hedging instrument of an already existing hedging relationship.
When derivative financial instruments qualify for hedge accounting, the following accounting treatments apply:
•Fair value hedges - where a derivative financial instrument is designated as a hedge of the exposure to
changes in fair value of a recognized asset or liability attributable to a particular risk that could affect the
Consolidated Income Statement, the gain or loss from remeasuring the hedging instrument at fair value is
recognized in the Consolidated Income Statement. The gain or loss on the hedged item attributable to the
hedged risk adjusts the carrying amount of the hedged item and is recognized in the Consolidated Income
Statement.
•Cash flow hedges - where a derivative financial instrument is designated as a hedge of the exposure to
variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and
could affect the Consolidated Income Statement, the effective portion of any gain or loss on the derivative
financial instrument is recognized directly in Other comprehensive income/(loss). When the hedged forecasted
transaction results in the recognition of a non-financial asset, the gains and losses previously deferred in Other
comprehensive income/(loss) are reclassified and included in the initial measurement of the cost of the non-
financial asset. The effective portion of any gain or loss is recognized in the Consolidated Income Statement at
the same time as the economic effect arising from the hedged item that affects the Consolidated Income
Statement. The gain or loss associated with a hedge or part of a hedge that has become ineffective is
recognized in the Consolidated Income Statement immediately.
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to
occur, the cumulative gain or loss realized to the point of termination remains and is recognized in the
Consolidated Income Statement at the same time as the underlying transaction occurred. If the hedged
transaction is no longer probable, the cumulative unrealized gain or loss held in Other comprehensive income/
(loss) is recognized in the Consolidated Income Statement immediately.
•Hedges of a net investment - if a derivative financial instrument is designated as a hedging instrument for a
net investment in a foreign operation, the effective portion of the gain or loss on the derivative financial
instrument is recognized in Other comprehensive income/(loss). The cumulative gain or loss is reclassified
from Other comprehensive income/(loss) to the Consolidated Income Statement upon disposal of the foreign
operation.
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Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective
effectiveness assessments to ensure the hedge relationships meet the effectiveness requirements (including the
existence of an economic relationship between the hedged item and hedging instrument). The Company enters
into hedge relationships where the critical terms of the hedging instrument match closely or exactly with the
terms of the hedged item, and so a qualitative assessment of effectiveness is performed. In the event there was
a hedge relationship where the critical terms of the hedged item do not match closely or perfectly with the
critical terms of the hedging instrument, the Company would perform a quantitative assessment to assess
effectiveness.
Ineffectiveness is measured by comparing the cumulative changes in fair value of the hedging instrument and
cumulative change in fair value of the hedged item arising from the designated risk. The primary potential
sources of hedge ineffectiveness are mismatches in timing or the critical terms of the hedged item and the
hedging instrument.
The hedge ratio is the relationship between the quantity of the derivative and the hedged item. The Company’s
derivatives have the same underlying quantity as the hedged items, therefore the hedge ratio is expected to be
one for one.
If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative
financial instruments are recognized immediately in the Consolidated Income Statement.
Refer to Note 17, Derivative financial and operating assets and liabilities, for additional information on fair value
measurements.
The Company derecognizes financial assets when the contractual rights to the cash flows arising from the asset
are no longer held or if it transfers substantially all the risks and rewards of ownership of the financial asset. On
derecognition of financial assets, the difference between the carrying amount of the asset and the consideration
received or receivable for the transfer of the asset is recognized in the Consolidated Income Statement.
The Company transfers certain of its financial, trade and tax receivables, mainly through factoring transactions.
Factoring transactions may be either with recourse or without recourse. Certain transfers include deferred
payment clauses requiring first loss cover (for example, when the payment by the factor of a minor part of the
purchase price is dependent on the total amount collected from the receivables), whereby the transferor has
priority participation in the losses, or requires a significant exposure to the variability of cash flows arising from
the transferred receivables to be retained. These types of transactions do not meet the requirements of IFRS 9
for the derecognition of the assets since the risks and rewards connected with ownership of the financial asset
are not substantially transferred, and accordingly the Company continues to recognize these receivables within
the Consolidated Statement of Financial Position and recognizes a financial liability for the same amount under
Asset-backed financing, which is included within Debt. These types of receivables are classified as held-to-
collect, since the business model is consistent with the Company’s continuing recognition of the receivables.
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Raw materials, semi-finished products and finished goods inventories are stated at the lower of cost and net
realizable value, with cost being determined on a first-in, first-out basis. The measurement of Inventories
includes the direct cost of materials and labor as well as indirect costs (variable and fixed). A provision is made
for obsolete and slow-moving raw materials, finished goods, spare parts and other supplies based on their
expected future use and realizable value. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and the estimated costs for sale and distribution.
The measurement of production systems construction contracts is based on the stage of completion, which is
determined as the proportion of cost incurred at the balance sheet date over the estimated total contract cost.
These items are presented net of progress billings received from customers. Any losses on such contracts are
Defined contribution plans
Costs arising from defined contribution plans are expensed as incurred.
Defined benefit plans
The Company’s net obligations are determined separately for each defined benefit plan by estimating the
present value of future benefits that employees have earned and deducting the fair value of any plan assets. The
present value of defined benefit obligations is measured using actuarial techniques and actuarial assumptions
that are unbiased, mutually compatible and attribute benefits to periods in which the obligation to provide post-
employment benefits arise by using the Projected Unit Credit Method. Plan assets are recognized and measured
at fair value.
The components of defined benefit cost are recognized as follows:
•Service cost is recognized in the Consolidated Income Statement by function and is presented within the
relevant line items (Cost of revenues, Selling, general and other costs, and Research and development costs);
•Net interest expense on the defined benefit liability/(asset) is recognized in the Consolidated Income
Statement within Net financial expenses and is determined by multiplying the net liability/(asset) by the
discount rate used to discount obligations taking into account the effect of contributions and benefit payments
made during the year; and
•Remeasurement components of the net obligation, which comprise actuarial gains and losses, the return on
plan assets (excluding interest income recognized in the Consolidated Income Statement) and any change in
the effect of the asset ceiling are recognized immediately in Other comprehensive income/(loss). These
remeasurement components are not reclassified to the Consolidated Income Statement in a subsequent
period.
Past service costs arising from plan amendments and curtailments and gains and losses on the settlement of a
plan are recognized immediately in the Consolidated Income Statement.
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Other long-term employee benefits
The Company’s obligations represent the present value of future benefits that employees have earned in return
for their service. The effects of remeasuring other long-term employee benefits to the present value of future
benefits are recognized within the Consolidated Income Statement in the period in which they arise.
The Company has several compensation plans that provide for the granting of share-based compensation to
certain employees and directors. Share-based compensation plans are accounted for in accordance with IFRS 2
-Share-based Payment, which requires the recognition of share-based compensation expense based on fair
value.
For equity-settled transactions, the cost is determined by the fair value at the date when the grant is determined
with reference to the grant-date share price and, where applicable, using a Monte Carlo simulation model. Refer
to Note 19, Share-based compensation, for additional information.
Share-based compensation expense is recognized within Selling, general and other costs within the
Consolidated Income Statement, together with a corresponding increase in equity, over the period in which the
service and, where applicable, the performance conditions are fulfilled (“vesting period”). The cumulative
expense is recognized for equity-settled transactions at each reporting date using the graded vesting method
and reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The
expense, or credit, in the Consolidated Income Statement for a period represents the movement in cumulative
expense recognized as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best
estimate of the number of equity instruments that will ultimately vest. Market performance conditions are
reflected within the grant date fair value. Any other conditions attached to an award, but without an associated
service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair
value of an award and lead to an immediate expensing of an award unless there were also service and/or
performance conditions.
No expense is recognized for awards that do not ultimately vest because non-market performance and/or
service conditions have not been met. Where awards included a market or non-vesting condition, the
transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair
value of the unmodified award, provided the original vesting terms of the award are met. Any incremental
expense between the original grant and the modified grant, measured at the date of modification, is recognized
over the modified vesting terms. Where an award is cancelled by the entity or by the counterparty, any
unrecognized element of the fair value of the award is expensed immediately through the Consolidated Income
Statement.
For cash-settled transactions, a liability is recognized for the fair value measured initially and at each reporting
date up to and including the settlement date. The fair value is expensed over the period until the vesting date,
with recognition of a corresponding liability. The approach used to account for vesting conditions when
measuring equity-settled transactions also applies to cash-settled transactions.
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Revenue is recognized when control of the Company’s vehicles, services or parts has been transferred and the
Company’s performance obligations to its customers have been satisfied. Revenue is measured as the amount
of consideration the Company expects to receive in exchange for transferring goods or providing services. The
timing of when the Company transfers the goods or services to the customer could differ from the timing of the
customer’s payment. The Company recognizes a contract liability when it invoices an amount to a customer prior
to the transfer of the goods or services provided. When the Company gives its customers the right to return
eligible goods, the Company estimates the expected returns based on an analysis of historical experiences.
Sales, value added and other taxes that the Company collects on behalf of others concurrently with revenue
generating activities are excluded from revenue and are recognized within the Other liabilities and the Tax
liabilities line items in the Consolidated Statement of Financial Position. Incidental items that are immaterial in the
context of the contract are recognized as expense.
The Company also enters into contracts with multiple performance obligations. For these contracts, the
Company allocates revenue from the transaction price to the distinct goods and services in the contract on a
relative standalone selling price basis. To the extent that the Company sells the good or service separately in the
same market, the standalone selling price is the observable price at which the Company sold the good or
service separately. For all other goods or services, the Company estimates the standalone selling price using a
cost-plus-margin approach.
Shipments of vehicles and sales of other goods
The Company has determined that its customers from the sale of vehicles and service parts are generally
dealers, distributors, fleet customers or retail customers. Transfer of control, and therefore revenue recognition,
generally corresponds to the date when the vehicles or service parts are made available to the customer, or
when the vehicles or service parts are released to the carrier responsible for transporting them to the customer.
This is also the point at which invoices are issued, with payment for vehicles typically due immediately and
payment for service parts typically due in the following month. For component part sales, revenue recognition is
consistent with that of service parts. In the case of service parts sold that are expected to be used for repairs
under warranty, no revenue is recognized upon shipment or upon transfer to the customer. The Company also
sells tooling, with control transferring at the point in time when the customer accepts the tooling.
The cost of incentives, if any, is estimated at the inception of a contract at the expected amount that will
ultimately be paid and is recognized as a reduction to revenue at the time of the sale. If the estimate of the
incentive changes following the sale to the customer, the change in estimate is recognized as an adjustment to
revenue in the period of the change. Refer to the section Critical judgments and use of estimates - Sales
incentives for additional information.
New vehicle sales with residual value guarantees provided by the Company are recognized as revenue when
control of the vehicle transfers to the customer, except in situations where the Company issues a put option for
which there is a significant economic incentive to exercise, as discussed below. Upon recognition of the vehicle
revenue, the Company establishes a liability equal to the estimated amount of any residual value guarantee.
For the vehicle sales where the contract includes a put option whereby the customer may require the Company
to repurchase the vehicles, the Company assesses whether a significant economic incentive exists for the
customer to exercise its put option:
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•If it is concluded that a significant economic incentive does not exist for the customer to exercise its put option,
then revenue is recognized when control of the vehicle transferred to the customer and a liability is recognized
equal to the estimated amount of the residual value guarantee if any; and
•If it is concluded that a significant economic incentive exists, the contract is accounted for as an operating
lease similarly to a repurchase obligation, as described in Lease installments from assets sold with buy-back
commitments and from operating leases.
Other services provided
Other revenues from services provided are primarily comprised of maintenance plans, extended warranties, and
connectivity services, and are recognized over the contract period in proportion to the costs expected to be
incurred based on the Company’s historical experience. These services are either included in the selling price of
the vehicle or separately priced. Revenue for services is allocated based on the estimated stand-alone selling
price. Costs associated with these services are deferred and are subsequently amortized to expense consistent
with how the related revenue is recognized. The Company had €258 million of deferred costs related to these
services at December 31, 2025 (€320 million at December 31, 2024) and recognized €121 million of amortization
expense during the year ended December 31, 2025 (€106 million and €98 million during the year ended
December 31, 2024 and 2023, respectively).
Contract revenues
Revenue from construction contracts, which is comprised of industrial automation systems, included within
“Other activities”, is recognized as revenue over the contract period in proportion to the costs expected to be
incurred based on the Company’s historical experience. A loss is recognized if the sum of the expected costs
for services under the contract exceeds the transaction price. Until December 2024, Stellantis operated in the
production systems sector under the Comau brand.
Lease installments from assets sold with buy-back commitments and from operating leases
Vehicle sales to customers can include a repurchase obligation, whereby the Company is required to
repurchase the vehicles at a given point in time. The Company accounts for such sales as an operating lease.
Upon the transfer of vehicles to the customer, the Company records a liability equal to the proceeds received
within Other liabilities in the Consolidated Statement of Financial Position. The difference between the proceeds
received and the guaranteed repurchase amount is recognized as revenue over the contractual term on a
straight-line basis. The cost of the vehicle is recorded within Assets sold with a buy-back commitment if the
contract term is 12 months or less, and recorded in Property, plant and equipment if the contract term is greater
than 12 months. The difference between the cost of the vehicle and the estimated net residual value is
recognized within Cost of revenues in the Consolidated Income Statement over the contractual term.
The Company (primarily in North America through SFS U.S.) also offers vehicles under operating leases as a
lessor to customers. The vehicles leased to customers under operating leases are recorded within Property,
plant and equipment.
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Third party estimates are utilized in conjunction with proprietary modelling to develop expected residual values
for the vehicles accounted for as an operating lease. Changes in estimated residual value result in increases or
decreases in depreciation expenses over the remaining term of the lease. Expected residual values are
analyzed quarterly and depreciation rates are adjusted accordingly. Factors that influence the expected residual
value are not limited to but include macro-economic factors such as fuel prices, industry supply and demand,
manufacturer’s incentive programs, model changes or redesigns, regulatory developments, and recent
wholesale market performance. The Company records gains and losses upon the disposal of a leased vehicle
by comparing the net proceeds at disposition to the carrying value of the lease at disposal.
As the Company expects the proportion of assets sold with a buy-back commitment to increasingly comprise of
LEVs, estimating the residual values has become more complex. Residual values for LEVs are subject to greater
uncertainty than for ICE vehicles, due to limited historical resale data and rapid technological developments,
particularly in battery chemistry and driving range. These additional uncertainties are reflected in the Company’s
residual value assumptions for LEVs which generally result in higher depreciation rates compared with ICE
vehicles.
Interest income of financial services activities
Interest income, which is primarily generated from the Company by providing dealer and retail financing, is
recognized using the effective interest method.
Cost of revenues comprises expenses incurred in the manufacturing and distribution of vehicles and parts.
Historically the most significant element is the cost of materials and components and the remaining costs
included labor (consisting of direct and indirect wages), transportation costs, depreciation of property, plant and
equipment and amortization of other intangible assets relating to production. In 2025, a strategic reassessment
and business reset led by the new management team resulted in the Company recognizing significant charges
during the year ended December 31, 2025. These charges primarily relate to impairments of vehicle platforms,
product plan realignments and associated costs, costs related to resizing of the EV supply chain, and the
discontinuation of the hydrogen fuel cell development program. Refer to Note 2, Basis of preparation - Strategic
plan undergoing reassessment. In addition, expenses which are directly attributable to the consolidated
financial services companies, including interest expense related to their financing as a whole and provisions for
risks and write-downs of assets, are recorded within Cost of revenues (€2,060 million, €997 million and €563
million for the years ended December 31, 2025, 2024 and 2023, respectively). Cost of revenues also included
€358 million, €179 million and €82 million related to the decrease in value for assets sold with buy-back
commitments for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, estimated costs
related to product warranty and recall campaigns are recorded within Cost of revenues (refer to the section
Critical judgments and use of estimates below for further information).
Government grants are recognized in the Consolidated Financial Statements when there is reasonable
assurance of the Company's compliance with the conditions for receiving such grants and that the grants will be
received. Government grants are recognized over the same periods as the related costs which they are
intended to offset.
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Government grants related to assets are recognized as a reduction in the cost of the corresponding assets.
Government grants related to income are generally recognized as a reduction of the expense they are intended
to offset.
A below-market rate of interest loan provided by a government or governmental authority is treated as a
government grant. The government grant is measured as the difference between the initial carrying amount of
the loans (their fair values, including transaction costs) and the proceeds received.
Government grants of €2,634 million, €1,716 million, and €1,665 million were recognized in in 2025, 2024, and
2023, respectively in the Consolidated Income Statement and €220 million and €219 million were deducted from
the carrying amount of the related assets in the Consolidated Statement of Financial Position in 2025 and 2024,
respectively. These are mainly related to tax credits for incentivizing investments in specific regions, supporting
research and development activities and fostering job creation. In Brazil, certain tax benefits and government
grants that have historically favorably impacted our results are scheduled to expire at the end of 2032.
Amounts reported in the Consolidated Income Statement are presented within the respective line item that best
reflects the nature of the tax benefit or government grant and are primarily included in Net revenues and
Research and development costs, while Consolidated Statement of Financial Position amounts are reflected as
deductions from the cost of the respective assets and recognized in Property, Plant and Equipment and
Intangible assets.
Income taxes include all taxes which are based on the taxable profits of the Company. Current and deferred
taxes are recognized as a benefit or expense and are included in the Consolidated Income Statement for the
period, except for tax arising from (i) a transaction or event which is recognized, in the same or a different
period, either in Other comprehensive income/(loss) or directly in Equity, or (ii) a business combination.
Deferred taxes are accounted for under the full liability method. Deferred tax liabilities are recognized for all
taxable temporary differences between the carrying amounts of assets or liabilities and their tax base, except to
the extent that the deferred tax liabilities arise from the initial recognition of goodwill or the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time of the transaction, affects
neither accounting profit nor taxable profit. Deferred tax assets are recognized for all deductible temporary
differences to the extent that it was probable that taxable profit will be available against which the deductible
temporary differences can be utilized, unless the deferred tax assets arise from the initial recognition of an asset
or liability in a transaction that is not a business combination and at the time of the transaction, affected neither
accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the substantively enacted tax rates in the respective
jurisdictions in which the Company operates that are expected to apply to the period when the asset is realized
or liability is settled.
The Company recognizes deferred tax liabilities associated with the existence of a subsidiary’s undistributed
profits when it is probable that this temporary difference will reverse in the foreseeable future, except when it is
able to control the timing of the reversal of the temporary difference. The Company recognizes deferred tax
assets associated with the deductible temporary differences on investments in subsidiaries only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilized.
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Deferred tax assets relating to the carry-forward of unused tax losses and tax credits, as well as those arising
from deductible temporary differences, are recognized to the extent that it is probable that future profits will be
available against which they can be utilized. The Company monitors unrecognized deferred tax assets at each
reporting date and recognizes a previously unrecognized deferred tax asset to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered. Refer to the section Critical
judgments and use of estimates - Recoverability of deferred tax assets for additional information.
Current income taxes and deferred taxes are offset when they relate to the same taxation jurisdiction and there is
a legally enforceable right of offset. Other taxes not based on income, such as property taxes and capital taxes,
are included within Cost of revenue, Selling, general and other costs and Research and development costs.
Fair value for measurement and disclosure purposes is determined as the consideration that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date, regardless of whether that price is directly observable or estimated using a valuation
technique. Fair value measurement is based on the presumption that the transaction to sell the asset or transfer
the liability takes place either:
•in the principal market for the asset or liability; or
•in the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their own economic best interest. A
fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use. In estimating fair value, the Company use market-observable
data to the extent it is available. When market-observable data is not available, the Company use valuation
techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
IFRS 13 - Fair Value Measurement establishes a hierarchy which prioritizes the inputs used in measuring fair
value. The hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets
and liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases, the
inputs used to measure the fair value of an asset or a liability might be categorized within different levels of the
fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of
the fair value hierarchy at the lowest level input that is significant to the entire measurement.
Levels used in the hierarchy are as follows:
•Level 1 inputs include quoted prices (unadjusted) in active markets for identical assets and liabilities that the
Company can access at the measurement date. Level 1 primarily consists of financial instruments such as
certain held to collect and sell and held to sell securities;
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•Level 2 inputs include those which are directly or indirectly observable as of the measurement date. Level 2
instruments include commercial paper and non-exchange-traded derivatives such as over-the-counter
currency and commodity forwards, swaps and option contracts, which are valued using models or other
valuation methodologies. These models are primarily industry-standard models that consider various
assumptions, including quoted forward prices for similar instruments in active markets, quoted prices for
identical or similar inputs not in active markets, and observable inputs; and
•Level 3 inputs are unobservable from objective sources in the market and reflect management judgment about
the assumptions market participants would use in pricing the instruments. Instruments in this category include
non-exchange-traded derivatives such as certain over-the-counter commodity option and swap contracts that
are complex or with non-standard clauses.
The Consolidated Financial Statements are prepared in accordance with IFRS which requires the use of
estimates, judgments and assumptions that affect the carrying amount of assets and liabilities, the disclosure of
contingent assets and liabilities and the amounts of income and expenses recognized. The estimates and
associated assumptions are based on management's best judgment of elements that were known when the
financial statements are prepared, on historical experience and on any other factors that are considered to be
relevant. The following items discussed in this section are topics which we consider to have sources of
estimation uncertainties that may have a significant risk of resulting in a material adjustment to the carrying
amount of assets and liabilities in the next 12 months.
Estimates and underlying assumptions are reviewed by the Company periodically and when circumstances
require. Actual results could differ from the estimates, which would require adjustment accordingly. The effects
of any changes in estimates are recognized in the Consolidated Income Statement in the period in which the
adjustment is made, or in future periods.
Items requiring estimates for which there is a risk that a material difference could arise in the future in respect of
the carrying amounts of assets and liabilities are discussed below.
Employee Benefits
The Company provides post-employment benefits for certain of its active employees and retirees, which vary
according to the legal, fiscal and economic conditions of each country in which the Company operates and may
change periodically. The plans are classified by the Company on the basis of the type of benefit provided as
follows: pension benefits, health care and life insurance plans and other post-employment benefits.
The Company provides certain post-employment benefits, such as pension or health care benefits, to their
employees under defined contribution plans whereby the Company pays contributions to public or private plans
on a legally mandatory, contractual, or voluntary basis. The Company recognizes the cost for defined
contribution plans as incurred and classifies this by function within Cost of revenues, Selling, general and other
costs, and Research and development costs in the Consolidated Income Statement.
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Pension plans
The Company sponsors defined benefit pension plans primarily in the U.S., Canada, the UK and Germany, the
majority of which were funded. In the U.S. and Canada, pension plans cover certain hourly and salaried
employees which provide benefits based on a fixed rate for each year of service. Additionally in the U.S. and
Canada, benefits are provided to certain salaried employees which provide benefits based on a fixed rate base
and final average salary. Plans in the UK provide benefits based on final pensionable salary. The main plan in
Germany provides benefits based on contributions multiplied with predefined age factor.
The Company’s defined benefit pension plans are accounted for on an actuarial basis, which requires the use of
estimates and assumptions to determine the net liability or net asset. The Company estimates the present value
of the projected future payments to all participants by taking into consideration parameters of a financial nature
such as discount rates, the rate of salary increases and the likelihood of potential future events estimated by
using demographic assumptions, which may have an effect on the amount and timing of future payments, such
as mortality, dismissal and retirement rates, which are developed to reflect actual and projected plan
experience. Mortality rates are developed using Stellantis plan-specific populations where appropriate as well as
recent mortality information published by recognized experts in this field such as the U.S. Society of Actuaries
and the Canadian Institute of Actuaries and other data where appropriate to reflect actual and projected plan
experience. Comparable country specific sources and methods are used for all other countries. The expected
amount and timing of contributions are based on an assessment of minimum funding requirements. From time to
time, contributions are made beyond those that are legally required.
When the net pension obligation is a potential asset, the recognized amount is limited to the present value of any
economic benefits available in the form of future refunds or reductions in future contributions to the plan (asset
ceiling). The economic benefit available to us from a reduction in future contributions is equal to the difference
between the present value of the employer current service cost, including expenses and the present value of the
projected employer minimum funding current service requirements.
Plan obligations and costs are based on existing retirement plan provisions. Assumptions regarding any
potential future changes to benefit provisions beyond those to which the Company is presently committed are
not made. Significant differences in actual experience or significant changes in the following key assumption
may affect the pension obligations and pension expense:
•Discount rates. The Company’s discount rates are based on yields of high-quality (AA-rated) fixed income
investments for which the timing, currency and amounts of maturities match the timing and amounts of the
projected benefit payments.
The effects of actual results differing from assumptions and of amended assumptions are included in Other
comprehensive income/(loss). The weighted average discount rates used to determine the defined benefit
obligation for the defined benefit plans were 5.21 percent and 5.25 percent at December 31, 2025 and 2024,
respectively.
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rate, holding all other assumptions constant, is as follows:
(€ million) | Effect on pension benefit obligation increase/(decrease) in Net liability | Germany and France | UK | U.S. and Canada | Other | ||||
( | ( | ( | ( | ( |
Refer to Note 20, Employee benefits liabilities, for additional information on the Company’s pension plans.
Other post-employment benefits
The Company provides health care, legal, severance, indemnity life insurance benefits and other post-retirement
benefits to certain hourly and salaried employees. Upon retirement, these employees may become eligible for a
continuation of certain benefits. Benefits and eligibility rules may be modified periodically.
These other post-employment benefits (“OPEB”) are accounted for on an actuarial basis, which requires the
selection of various assumptions. The estimation of the Company’s obligations, costs and liabilities associated
with OPEB requires the use of estimates of the present value of the projected future payments to all participants,
taking into consideration the likelihood of potential future events estimated by using demographic assumptions,
which may have an effect on the amount and timing of future payments, such as mortality, dismissal and
retirement rates, which are developed to reflect actual and projected plan experience, as well as legal
requirements for retirement in respective countries. Mortality rates are developed using plan-specific
populations, recent mortality information published by recognized experts in this field and other data where
appropriate to reflect actual and projected plan experience.
Plan obligations and costs are based on existing plan provisions. Assumptions regarding any potential future
changes to benefit provisions beyond those to which the Company are presently committed are not made.
Significant differences in actual experience or significant changes in the following key assumptions may affect
the OPEB obligation and expense:
•Discount rates. Stellantis’ discount rates are based on yields of high-quality (AA-rated) fixed income
investments for which the timing, currency and amounts of maturities matched the timing and amounts of the
projected benefit payments.
•Health care cost trends. The Company’s health care cost trend assumptions are developed based on
historical cost data, the near-term outlook and an assessment of likely long-term trends.
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life insurance plans, holding all other assumptions constant, is shown below:
(€ million) | Effect on health care, life insurance and OPEB obligation |
( | |
( | |
Refer to Note 20, Employee benefits liabilities, for additional information on the Company’s OPEB liabilities.
Recoverability of non-current assets with definite useful lives
Non-current assets with definite useful lives include property, plant and equipment, intangible assets and assets
held for sale. Intangible assets with definite useful lives mainly consist of capitalized development expenditures
primarily related to the North America and Enlarged Europe segments. The recoverability of non-current assets
with definite useful lives is based on the estimated future cash flows, using the Company’s MTP of the CGUs to
which the assets relate. The lowest level of asset groups that generate largely independent cash flows is the
vehicle platform level, which is considered the CGU for impairment testing.
The MTP represents the Company’s most recent approved business plan, which reflects its production plan
based on the latest interpretation of the changing geo-political and economic circumstances and is developed
using the Company’s climate-related assumptions and targets. Refer to the section “Climate change” for
additional information. As relevant circumstances change, the Company expects to adjust its product plans
which may result in changes to the expected use of certain of the Company’s vehicle platforms and propulsion
systems.
These uncertainties may result in either impairments of, or reductions to the expected useful lives of, platforms
and propulsion systems, or both. Any change in recoverability would be accounted for at the time such change
to the business plan occurs. For the years ended December 31, 2025, 2024 and 2023, the impairment tests
performed compared the carrying amount of the assets included in the respective CGUs to their value-in-use.
The value-in-use of the CGUs is determined using a discounted cash flow methodology based on estimated pre-
tax future cash flows attributable to the CGUs and a pre-tax discount rate, which ranges from 9.5 percent to 19.0
percent, reflecting a current market assessment of the time value of money and the risks specific to the CGUs.
As a result, impairment charges, totaling €6,005 million were recognized on platforms used for North America,
Enlarged Europe and Maserati primarily due to significantly reduced volume and profitability resulting from the
strategic plan update, in addition to the €578 million impairment recognized on platforms used for Maserati and
Alfa Romeo vehicles as a result of the impairment test performed during the first half of 2025. Refer to Note
2, Basis of preparation - Strategic plan undergoing reassessment.
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In addition to the impairments discussed above, during the year ended December 31, 2025, Stellantis
recognized impairments of €3,498 million. These impairments were driven primarily by €609 million of purchased
credits which are no longer expected to be utilized due to the elimination of corporate average fuel economy
(“CAFE”) penalty rate (refer to Note 10, Other intangible assets for additional information), €341 million of the
discontinuation of Stellantis’ hydrogen fuel cell technology development program due to limited availability of
hydrogen refueling infrastructure, high capital requirements, and the need for stronger consumer purchasing
incentives, and €2,548 million driven primarily by cancellation of select product initiatives due to changes to our
strategic and product plans, mainly in North America and Enlarged Europe. Refer to Note 2, Basis of preparation
- Strategic plan undergoing reassessment for additional information.
During the year ended December 31, 2024, impairment losses of €1,063 million were recognized, mainly related
to impairment of certain platform assets in Maserati and Enlarged Europe driven by a decrease in projected
vehicle margins and the cancellation of certain projects prior to launch.
During the year ended December 31, 2023, impairment losses of €201 million were recognized, mainly related to
impairment of research and development assets in China and India & Asia Pacific, and to impairment of certain
platform assets in Enlarged Europe.
Recoverability of Goodwill and Intangible assets with indefinite useful lives
In accordance with IAS 36 - Impairment of Assets, Goodwill and intangible assets with indefinite useful lives are
not amortized but are tested for impairment annually or more frequently if facts or circumstances indicate that
the asset may be impaired.
Goodwill and intangible assets with indefinite useful lives are allocated to operating segments or to CGUs within
the operating segments or other CGUs which represent the lowest level within the entity at which the goodwill is
monitored for internal management purposes. The impairment test is performed by comparing the carrying
amount (which mainly comprises property, plant and equipment, goodwill, brands, capitalized development
expenditures, working capital and reserves) and the recoverable amount of each CGU or group of CGUs to
which Goodwill has been allocated. The recoverable amount of a CGU is the higher of its fair value less costs of
disposal and its value-in-use. The balance of Goodwill and intangible assets with indefinite useful lives
recognized by the Company primarily relate to the merger with FCA. Goodwill from the merger with FCA is
allocated to the North America, South America, India and Asia Pacific and Enlarged Europe operating segments.
All other Goodwill balances relate primarily to Enlarged Europe, Other activities and to a lesser extent China.
The MTP is used as a basis to perform the Company’s annual impairment test for Goodwill and intangible assets
with indefinite useful lives. Refer to the section “Climate Change” for additional information.
The estimate of the recoverable amount for purposes of performing the annual impairment test for each of the
operating segments is determined using value-in-use and was based on the following assumptions:
•The expected future cash flows cover the period from October 1, 2025 through December 31, 2028. These
expected cash flows reflect the current expectations regarding economic conditions and market trends as well
as the Company’s initiatives for the period covered by the projections. These cash flows relate to the
respective CGUs in their current condition when preparing the financial statements and exclude the estimated
cash flows that might arise from restructuring plans or other structural changes. Volumes and sales mix used
for estimating the future cash flow are based on assumptions that are considered reasonable and sustainable
and represent the best estimate of expected conditions regarding market trends and segment, brand and
model share for the respective operating segment over the period considered;
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•The expected future cash flows include a normalized terminal period to estimate the future result beyond the
time period explicitly considered which incorporated a long-term growth rate assumption of 1.9 percent to 2.2
percent. The growth rate per region is determined by reference to the risk free rate and the rate of inflation
considered in the regional discount rate. The long-term AOI margins are set considering the Company’s long-
term projections for each of the CGUs;
•The estimated future cash flows are discounted to their present value using a discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU that are not
reflected in the estimated future cash flows; and
•Pre-tax cash flows are discounted using a pre-tax discount rate which reflects the current market assessment
of the time value of money for the period being considered, and the risks specific to those cash flows under
consideration. The pre-tax Weighted Average Cost of Capital (“WACC”) discount rate applied ranged from 9.5
percent to 19 percent.
The values estimated as described above are determined to be in excess of the carrying amount for each
operating segment or other CGUs to which Goodwill is allocated, except for the Free2Move business, which is
allocated to the Other Activities, where the carrying amount was determined to be in excess of the recoverable
amount as a result of decreases in projected cash flows. As such, an impairment loss of €164 million was
recognized, comprising of €94 million related to Goodwill, €70 million related to Property, plant and equipment
and Intangible assets. No other impairments of goodwill and intangible assets with indefinite useful lives were
recognized for the year ended December 31, 2025. However, the projected future cash flows of India & Asia
Pacific, Maserati and Financial Services CGUs are sensitive to certain assumptions, primarily the projected
margins for the terminal period and the discount rate, such that a reduction of less than 1 percentage point in
the long-term profit margin applied for the terminal period or an increase of less than 1 percentage point in the
discount rate would reduce the value-in-use to its carrying value. The terminal period assumptions consider
profit margins ranging from 3 percent to 10 percent. The discount rate used has been determined consistently
with the methodology disclosed, reflecting current market conditions and the specific risks associated with the
operating segment. The assumptions used are considered reasonable and represent the best estimate of
expected conditions in the operating segment.
During the year ended December 31, 2024, the carrying amount of the Maserati segment was determined to be
in excess of the recoverable amount as a result of decreases in projected margins. As such, an impairment of
€514 million was recognized. No other impairments of goodwill and intangible assets with indefinite useful lives
were recognized for the year ended December 31, 2024.
years ended December 31, 2023.
Provisions recognized resulting from the product plan realignment and program cancellations
The Company enters into supply arrangements to support its product development, manufacturing and
assembly activities. As described in the “Strategic plan undergoing reassessment” the reassessment of the
Company’s strategy in 2025 resulted in the cancellation of certain planned programs and a significant
adjustment to forecasted EV volumes. These cancellations and volume adjustments could give rise to disputes
with suppliers.
Provisions are recognized when the Company has a present obligation, an outflow of economic resources is
probable and a reliable estimate can be made. Determining the amount of these provisions requires judgment,
particularly in evaluating the range of potential settlement outcomes. These estimates involve inherent
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uncertainty and actual outcomes may differ from the amounts recorded. Provisions are reassessed at each
reporting date as new information becomes available.
Valuation of interests in joint ventures and associates
The Company has investments that are accounted for under the equity method. Significant judgment may be
required in assessing the recoverability of these equity method investments when there is an indicator of
impairment. Management assesses the recoverable amounts of equity method investments, and the
recoverability of any associated loans, in accordance with IAS 36, IAS 28 and IFRS 5, as appropriate, taking into
account revised cash‑flow forecasts, changes in strategic direction, and the viability of each venture’s business
plan.
During the twelve months ended December 31, 2025, the Company assessed the classification and
recoverability of the equity method investments in the ACC, NextStar and Symbio joint ventures. This included
judgment in determining that the investments in NextStar and Symbio met the criteria to be classified as held for
sale. These judgments involve inherent uncertainty, and actual outcomes may differ from estimates; carrying
amounts are reassessed at each reporting date as new information becomes available.
Recoverability of deferred tax assets
Deferred tax assets are recognized to the extent that it is probable that sufficient taxable profit will be available
to allow the benefit of part or all of the deferred tax assets to be utilized. The recoverability of deferred tax assets
is dependent on the Company’s ability to generate sufficient future taxable income in the period in which it is
assumed that the deductible temporary differences reverse and tax losses carried forward can be utilized. In
making this assessment, the Company considers future taxable income arising based on the MTP (refer to the
section “Climate change” for additional information). Moreover, the Company estimates the impact of the
reversal of taxable temporary differences on earnings and it also considers the period over which these deferred
tax assets could be recovered. The estimates and assumptions used in the assessment are subject to
uncertainty especially related to the Company’s future performance as compared to the business plan.
Therefore, changes in current estimates due to unanticipated events could have a significant impact on the
Consolidated Financial Statements. Refer to Note 7, Tax expense/(benefit) for additional information.
Sales incentives
The Company records the estimated cost of sales incentive programs offered to dealers and consumers as a
reduction to revenue at the time of sale to the dealer. This estimated cost represents the incentive programs
offered to dealers and consumers, as well as the expected modifications to these programs in order to facilitate
sales of the dealer inventory. Subsequent adjustments to sales incentive programs related to vehicles previously
sold to dealers are recognized as an adjustment to Net revenues in the period the adjustment is determinable.
The Company uses price discounts to adjust vehicle pricing in response to a number of market and product
factors, including pricing actions and incentives offered by competitors, economic conditions, the amount of
excess industry production capacity, the intensity of market competition, consumer demand for the product and
the desire to support promotional campaigns. The Company may offer a variety of sales incentive programs at
any given point in time, including cash offers to dealers and consumers and subvention programs offered to
customers, or lease subsidies, which reduce the retail customer’s monthly lease payment or cash due at the
inception of the financing arrangement, or both. Sales incentive programs are generally brand, model and
region specific for a defined period of time.
236
The key estimate that is developed by the Company is the expected incentive cost needed to facilitate the sales
of the inventory by the dealers. This key estimate uses multiple inputs, such as the current incentive programs in
the market, planned promotional programs and the normal incentive escalation incurred as the model year ages.
The estimated incentive rates are reviewed monthly and changes to planned rates are adjusted accordingly,
thereby impacting Net revenues. As there are a multitude of inputs affecting the calculation of the estimate for
sales incentives, an increase or decrease of any of these variables could have a significant effect on Net
revenues.
Product warranties, recall campaigns and product liabilities
The Company establishes reserves for product warranties at the time the related sale is recognized. The
Company issues various types of product warranties under which the performance of products delivered is
generally guaranteed for a certain period or term. The accrual for product warranties includes the expected
costs of warranty obligations imposed by law or contract, as well as the expected costs for policy coverage,
recall actions and buyback commitments. The estimated future costs of these actions are principally based on
assumptions regarding the lifetime warranty costs of each vehicle line and each model year of that vehicle line,
as well as historical claims experience for the Company’s vehicles. In addition, the number and magnitude of
additional service actions expected to be approved and policies related to additional service actions are taken
into consideration. Due to the uncertainty and potential volatility of these estimated factors, changes in the
assumptions used could materially affect the results of operations.
The Company periodically initiates voluntary service and recall actions to address various customer satisfaction
as well as safety and emissions issues related to vehicles sold. Included in the reserve is the estimated cost of
these service and recall actions. The Company accrues estimated costs for recalls when they are probable of
occurring and a reliable estimate of the costs can be made.
Estimates of the future costs of these actions are subject to numerous uncertainties, including the enactment of
new laws and regulations, the number of vehicles affected by a service or recall action and the nature of the
corrective action. It is reasonably possible that the ultimate cost of these service and recall actions may require
the Company to make expenditures in excess of (or less than) established reserves over an extended period of
time and in a range of amounts that cannot be reasonably estimated. The estimate of warranty and additional
service and recall action obligations is periodically reviewed during the year. Experience has shown that initial
data for any given model year can be volatile; therefore, the Company’s process relies upon long-term historical
averages until sufficient data is available. As actual experience becomes available, it is used to modify the
historical averages to ensure that the forecast is within the range of likely outcomes. Resulting accruals are then
compared with current spending rates to ensure that the balances are adequate to meet expected future
obligations.
In addition, the Company makes provisions for estimated product liability costs arising from property damage
and personal injuries including wrongful death, and potential exemplary or punitive damages alleged to be the
result of product defects. By nature, these costs can be infrequent, difficult to predict and have the potential to
vary significantly in amount. The valuation of the reserve is actuarially determined on an annual basis based on,
among other factors, the number of vehicles sold and product liability claims incurred. Costs associated with
these provisions are recorded in the Consolidated Income Statement and any subsequent adjustments are
recorded in the period in which the adjustment is determined.
During the year ended December 31, 2025, the Company updated its estimation approach for contractual
warranties. This change in accounting estimate resulted in additional provisions of €5.4 billion, recognized within
Cost of revenues and as further described in Note 21, Provisions.
237
Litigation
Various legal proceedings, claims and governmental investigations are pending against the Company on a wide
range of topics, including vehicle safety, emissions and fuel economy, competition, tax and securities matters,
alleged violations of law, labor, dealer, supplier and other contractual relationships, intellectual property rights,
product warranties and environmental matters. Some of these proceedings allege defects in specific component
parts or systems (including airbags, seats, seat belts, brakes, ball joints, batteries, transmissions, engines and
fuel systems), in various vehicle models or allege general design defects relating to vehicle handling and
stability, sudden unintended movement or crashworthiness. These proceedings seek recovery for damage to
property, personal injuries or wrongful death and in some cases include a claim for exemplary or punitive
damages. Adverse decisions in one or more of these proceedings could require the Company to pay substantial
damages, or undertake service actions, recall campaigns or other costly actions.
Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with
assurance. Moreover, the cases and claims against the Company are often derived from complex legal issues
that are subject to differing degrees of uncertainty, including the facts and circumstances of each particular
case, the manner in which the applicable law is likely to be interpreted and applied and the jurisdiction and the
different laws involved. A provision is established in connection with pending or threatened litigation if it is
probable there would be an outflow of funds and when the amount can be reasonably estimated. If an outflow of
funds becomes probable, but the amount cannot be estimated, the matter is disclosed in the notes to the
Consolidated Financial Statements. In addition to recognized provisions, the Company is exposed to contingent
liabilities for which the likelihood of an outflow is more than remote but less than probable. These matters do not
meet the criteria for recognition under IFRS, but are disclosed in the notes to the Consolidated Financial
Statements. Since these provisions represent estimates, the resolution of some of these matters could require
the Company to make payments in excess of the amounts accrued or may require the Company to make
payments in an amount or range of amounts that could not be reasonably estimated.
The Company monitors the status of pending legal proceedings and consults with specialists on legal and tax
matters on a regular basis. As such, the provisions for the Company’s legal proceedings and litigation may vary
as a result of future developments in pending matters. Refer to Note 27, Guarantees granted, commitments and
contingent liabilities for additional information.
The following new standards and amendments, were adopted by the Company. The adoption of these
amendments did not have a material impact on the Consolidated Financial Statements.
•In August 2023, the IASB issued amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates,
which requires companies to provide more useful information in their financial statements when a currency
cannot be exchanged into another currency. These amendments require companies to apply a consistent
approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in
determining the exchange rate to use and the disclosures to provide.
238
•In December 2024, the IASB issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS
9 and IFRS 7). The amendments were issued to help companies better report the financial effects of nature-
dependent electricity contracts, which are often structured as power purchase agreements. The amendments
include clarifying the application of the “own-use” requirements; permitting hedge accounting if these
contracts are used as hedging instruments; and adding new disclosure requirements to enable investors to
understand the effect of these contracts on a company’s financial performance and cash flows. The
amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier
The following new standards and amendments were issued by the IASB. We will comply with the relevant
guidance no later than their respective effective dates:
•In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments. The amendments relate to the settling of financial liabilities using an
electronic payment system, as well as assessing contractual cash flow characteristics of financial assets,
including those with environmental, social and governance linked features. The amendments are effective for
periods beginning on or after January 1, 2026, with early adoption permitted. We are currently evaluating the
impact of adoption;
•In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, which
included amendments to the following standards: updated wording regarding hedge accounting in IFRS 1 -
First-time Adoption of IFRS, to address potential confusion from an inconsistency with the hedge accounting
requirements of IFRS 9 Financial Instruments; replaced an obsolete reference in IFRS 7 – Financial
Instruments: Disclosures, to IFRS 13 – Fair Value Measurement, and made other minor revisions regarding
inconsistencies with IFRS 13; amended IFRS 9 Financial Instruments, to clarify how a lessee accounts for the
derecognition of a lease liability and removed a potentially confusing cross reference to the term “transaction
price” in IFRS 15 – Revenue from Contracts with Customers, as the term is used elsewhere in IFRS 9 and is not
necessarily consistent with the definition in IFRS 15; revised the wording in IFRS 10 - Consolidated Financial
Statements, to addresses a potential confusion arising from an inconsistency between two paragraphs related
to an investor determining whether another party is acting on its behalf by aligning the language in both
paragraphs; amended IAS 7 – Statement of Cash Flows, to remove a reference to the term “cost method” that
is no longer defined in IFRS. The amendments are effective for periods beginning on or after January 1, 2026,
with early adoption permitted. We are currently evaluating the impact of adoption;
•In March 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements, which is
intended to give investors more transparent and comparable information about companies’ financial
performance. IFRS 18 replaces IAS 1 - Presentation of Financial Statements but carries forward many
requirements of IAS 1 unchanged. The standard introduces three defined categories for income and expenses
- operating, investing and financing - to improve the structure of the income statement, and requires all
companies to provide new defined subtotals, including operating profit. IFRS 18 also introduces additional
disclosure requirements in relation to management-defined performance measures. The standard is effective
for annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. The
adoption will impact the classification of certain expenses within the Consolidated Income Statement and the
classification of certain amounts in the Consolidated Statement of Cash Flows, Additional disclosure will also
be included in the notes of our financial statements;
239
•In May 2024, the IASB issued IFRS 19 - Subsidiaries without Public Accountability: Disclosure, which permits
eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. Subsidiaries using IFRS
Accounting Standards for their own financial statements provide disclosures that maybe disproportionate to
the information needs of their users, and this standard provides reduced disclosures which are better suited to
the needs of the users of their financial statements. Subsidiaries are eligible to apply IFRS 19 if they do not
have public accountability and their parent company applies IFRS Accounting Standards in their consolidated
financial statements. In August of 2025, the IASB issued amendments to IFRS 19 to reduce disclosure
requirements for standards and amendments issued between February 2021 and May 2024, as it originally
only covered those standards and amendments issued up to February 2021. The standard is effective for
annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. We do not
expect the standard to have an impact on the consolidated financial statements; and
•In November 2025, the IASB issued an amendment to IAS 21 - The Effects of Changes in Foreign Exchange
Rates, which clarify how companies should translate financial statements from a non-hyperinflationary
currency into a hyperinflationary one. The narrow-scope amendments aim to improve the usefulness of the
resulting information in a cost-effective manner. The amendments are effective for annual periods beginning
on or after January 1, 2027, with earlier adoption permitted. We are currently evaluating the impact of
adoption.
3. | Scope of consolidation |
reportable segments, as well as listing of companies within Other activities.
240
Name | Country | Percentage Interest Held | ||
North America | ||||
FCA US LLC | USA | |||
FCA Canada Inc. | Canada | |||
Stellantis Mexico, S.A. de C.V. | Mexico | |||
South America | ||||
Stellantis Automoveis Brasil Ltda. | Brazil | |||
FCA Automobiles Argentina S.A. | Argentina | |||
Peugeot Citroën Argentina S.A. | Argentina | |||
Enlarged Europe | ||||
Automobiles Peugeot | France | |||
Stellantis Europe S.p.A. | Italy | |||
Opel Automobile GmbH | Germany | |||
Stellantis Auto S.A.S. | France | |||
Automobiles Citroën | France | |||
Groupe PSA Italia S.p.A. | Italy | |||
Stellantis & You France S.A.S. | France | |||
Stellantis España, S.L. | Spain | |||
Peugeot Motor Company PLC | United Kingdom | |||
FCA Germany GmbH | Germany | |||
Vauxhall Motors Limited | United Kingdom | |||
Stellantis & You UK Limited | United Kingdom | |||
Stellantis Belux S.A. | Belgium | |||
Stellantis & You Italia S.p.A. | Italy | |||
Peugeot Deutschland GmbH | Germany | |||
FCA France S.A.S. | France | |||
Citroën Deutschland GmbH | Germany | |||
Leapmotor International Business S.p.A. | Italy | |||
FCA Poland S.p.z.o.o. | Poland | |||
PCA Slovakia SRO | Slovakia | |||
Middle East & Africa | ||||
Stellantis Production El Djazair S.p.A. | Algeria | |||
Stellantis Middle East FZE | United Arab Emirates | |||
Stellantis Maroc S.A. | Morocco | |||
China and India & Asia Pacific | ||||
Stellantis Japan Ltd. | Japan | |||
Stellantis Asia Pacific Investment Co., Ltd. | People's Rep.of China | |||
Maserati | ||||
Maserati S.p.A. | Italy | |||
Holdings & Other Companies | ||||
Stellantis Financial Services US Corp. | USA | |||
Stellantis Financiamentos Sociedade de Crédito, Financiamento e Investimento S.A. | Brazil | |||
Banco Stellantis S.A. | Brazil | |||
Stellantis Financial Services Europe | France | |||
GIE PSA Trésorerie | France | |||
Fiat Chrysler Finance North America, Inc. | USA | |||
FCA US Insurance Company | USA | |||
Stellantis International S.A. | Switzerland | |||
FCA North America Holdings LLC | USA | |||
Aramis Group | France |
241
Local regulation allows for exemption from local statutory requirements according to sec. 264 (3) of the German
Commercial Code and the Company has applied such exemption for the following legal entities: Citroën
Deutschland GmbH, Stellantis Germany GmbH, Peugeot Deutschland GmbH, Opel Group Warehousing GmbH,
FCA Germany GmbH, Stellantis & You Deutschland GmbH, Opel Eisenach GmbH and Free2Move Deutschland
GmbH.
Acquisitions
In April 2025, Stellantis acquired a 20.6 percent equity interest in STM Financial, SAPI de C.V., SOFOM, E.R.,
Grupo Financiero Inbursa (“STM Financial”), a Mexican financial services company, for a total consideration of
€83 million. The investment supports Stellantis’ strategy to strengthen its automotive financing capabilities in
Mexico and aligns with its global objective to expand direct financial services in key markets. The investment is
accounted for as an associate using the equity method and is reported in Other activities. STM Financial
operated with two share classes and, after a mid‑year redemption of Series A shares held by Inbursa, Stellantis’
ownership increased from 20.6 percent to 23.4 percent of total share capital at December 31, 2025.
In August 2025, Stellantis obtained control of Free2Move eSolutions S.p.A. (“F2MeS”) through a unilateral share
subscription as part of a recapitalization, through which Stellantis subscribed to newly issued shares through the
conversion of a €31 million shareholder loan and a €29 million cash contribution, which diluted the other
shareholder and resulted in Stellantis gaining control. No consideration was transferred to the other shareholder,
and the transaction was accounted for as a step acquisition under IFRS 3. F2MeS offers products and solutions
for electric vehicle customers such as residential, business and public charging infrastructures.
Prior to obtaining control, Stellantis held approximately 50 percent of F2MeS and accounted for its using the
equity method. Accordingly, Stellantis remeasured its previously held interest to fair value at the acquisition date,
resulting in no remeasurement gain or loss as the carrying amount was zero due to accumulated losses.
The identifiable assets and liabilities of F2MeS have been recognized on a provisional basis at fair value,
resulting in preliminary goodwill of €48 million. F2MeS is reported within the Enlarged Europe segment. The
amounts reported above are provisional and could be subject to further adjustment during the one-year
measurement period, in accordance with IFRS 3.
In September 2025, Stellantis completed a step acquisition of Auto Avaliar, a leading company specializing in
used‑vehicle intelligence using a software-as-a-service solutions for car dealerships operating as marketplace.
Auto Avaliar maintains the largest database of vehicle prices, demand, and market trends and is recognized as
a dominant player in its industry. The acquisition was executed to strengthen the Company’s analytical
capabilities, expand data‑driven solutions, and support strategic growth objectives in the automotive sector.
Stellantis exercised a call option and paid €54 million to acquire an additional 51.7 percent interest, increasing
its ownership from 43.3 percent to 95 percent. Additionally, Stellantis retains a call option to purchase the
remaining 5 percent, while the founders have the right to sell.
As the acquisition resulted in control, the previously held equity‑method investment was remeasured to fair
value, giving rise to a gain of €35 million, which is reflected in the Consolidated Income Statement under Gains/
(losses) on disposal of investments.
Based on preliminary purchase accounting, the Company has recognized preliminary goodwill of €45 million,
intangibles of €54 million which is reported in the South America segment. The amounts reported above are
provisional and could be subject to further adjustment during the one-year measurement period, in accordance
with IFRS 3.
242
Disposals
In April 2025, Stellantis completed the sale of its 100 percent interest in Stellantis Otomotiv Pazarlama A.S.
(“Stellantis Türkiye”), a national sales company in Türkiye, to the Company’s joint venture Tofas for a total
consideration of €584 million, including variable consideration contingent on future performance. In 2025,
Stellantis recognized a loss on disposal of €246 million, subject to final determination, driven primarily by the
recycling of the cumulative translation reserve from Equity to the Consolidated Income Statement upon disposal,
which is reflected in the Consolidated Income Statement under Gains/(losses) on disposal of investments.
Stellantis Türkiye was previously reported in the Middle East & Africa segment.
During the year ended December 31, 2025, the impact of minor business disposals was not material.
Held for sale
At December 31, 2025, there were various businesses which met the criteria under IFRS 5 to be classified as
held for sale with assets of €5 million and liabilities of nil (€917 million of assets and €458 million of liabilities at
December 31, 2024, of which €674 million of assets and €350 million of liabilities related to Stellantis Türkiye,
which was sold in April 2025).
At December 31, 2025, our 49 percent interest in NextStar was reclassified as held for sale and remeasured to
fair value less costs to sell, resulting in a full write down of the investment. In addition, a liability was accrued in
respect of obligations arising from the exit of the joint venture. As a result, €1.6 billion was recognized within
Gains/losses on disposal of investments, and recognized within North America. Refer to Note 2, Basis of
preparation - Strategic plan undergoing reassessment for additional information.
Following the Company’s decision to discontinue its hydrogen fuel cell technology program, which resulted in a
full write‑down of its investment in Symbio, the Company entered into an agreement with its partners in the
Symbio joint venture. Upon entering into this agreement, management determined that Symbio met the criteria to
243
4. | Net revenues |
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Revenues from: | |||||
Shipments of vehicles and sales of other goods | |||||
Other services provided(1) | |||||
Construction contract revenues | |||||
Lease installments from assets sold with a buy-back commitment | |||||
Interest income of financial services activities | |||||
Total Net revenues | |||||
(1) Includes income from operating leases arising from our financial services activities of €1,585 million, €701 million, €116 million in 2025,
2024 and 2023, respectively. These are included within Other activities
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Net revenues in: | |||||
North America(1) | |||||
France | |||||
Brazil | |||||
Italy | |||||
Germany | |||||
United Kingdom | |||||
Türkiye | |||||
Spain | |||||
Argentina | |||||
Belgium | |||||
Austria | |||||
Netherlands | |||||
Portugal | |||||
Poland | |||||
Algeria | |||||
Morocco | |||||
Japan | |||||
China | |||||
Other countries | |||||
Total Net revenues | |||||
(1) Refers to the geographical area and not our North America reporting segment
244
2025 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Total | ||||||||
(€ million) | ||||||||||||||||
Revenues from: | ||||||||||||||||
Shipments of vehicles and sales of other goods | ||||||||||||||||
Other services provided | ||||||||||||||||
Construction contract revenues | ||||||||||||||||
Revenues from goods and services | ||||||||||||||||
Lease installments from assets sold with a buy-back commitment | ||||||||||||||||
Interest income from financial services activities | ||||||||||||||||
Total Net revenues |
2024 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Total | ||||||||
(€ million) | ||||||||||||||||
Revenues from: | ||||||||||||||||
Shipments of vehicles and sales of other goods | ||||||||||||||||
Other services provided | ||||||||||||||||
Construction contract revenues | ||||||||||||||||
Revenues from goods and services | ||||||||||||||||
Lease installments from assets sold with a buy-back commitment | ||||||||||||||||
Interest income from financial services activities | ||||||||||||||||
Total Net revenues |
2023 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Total | ||||||||
(€ million) | ||||||||||||||||
Revenues from: | ||||||||||||||||
Shipments of vehicles and sales of other goods | ||||||||||||||||
Other services provided | ||||||||||||||||
Construction contract revenues | ||||||||||||||||
Revenues from goods and services | ||||||||||||||||
Lease installments from assets sold with a buy-back commitment | ||||||||||||||||
Interest income from financial services activities | ||||||||||||||||
Total Net revenues |
245
The Company recognized a net decrease in Net revenues of €149 million during the year ended December 31,
2025 (net decrease of €141 million and €119 million during the years ended December 31, 2024 and 2023,
respectively) from performance obligations satisfied in the prior year. This was primarily due to changes in the
estimated cost of sales incentive programs occurring after the Company had transferred control of vehicles.
Prior to disposal in December 2024, Stellantis generated construction contract revenues through its holding of
Comau which operated in the design and production of industrial automation systems and related products.
Government grants of €1,205 million, €1,189 million and €1,235 million were recorded within Net revenues in
2025, 2024 and 2023, respectively. These incentives reduced sales taxes that otherwise would be deducted
from Net revenues.
5. | Research and development costs |
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Research and development expenditures expensed | |||||
Amortization of capitalized development expenditures | |||||
Impairment and write-off of capitalized development expenditures | |||||
Total Research and development costs | |||||
Refer to Note 2, Basis of preparation - Critical judgments and use of estimates - Recoverability of non-current
assets with definite useful lives for additional information on the impairment and write-off of capitalized
development expenditures during the years ended December 31, 2025, 2024 and 2023.
Refer to Note 10, Other intangible assets, for additional information on capitalized development expenditures.
Government grants of €150 million, €208 million and €144 million were recognized within Research and
development costs in 2025, 2024 and 2023, respectively.
For a description of the impairment and write-off of capitalized development expenditures, refer to Note 2, Basis
of preparation - Strategic plan undergoing reassessment.
246
6. | Net financial expenses/(income) |
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Interest income and other financial income | |||||
Financial expenses: | |||||
Interest expense and other financial expenses: | |||||
Interest expense on notes | |||||
Interest expense on borrowings from bank | |||||
Other interest cost and financial expenses | |||||
Interest on lease liabilities | |||||
Write-down and reversals of write-downs of financial assets | ( | ||||
Net interest expense/(income) on employee benefits provisions | |||||
Total Financial expenses | |||||
Net expenses from derivative financial instruments and exchange rate differences | |||||
Total Financial expenses and Net expenses from derivative financial instruments and exchange rate differences | |||||
Net Financial expenses/(income) | ( | ( | |||
Other interest cost and financial expenses include the effects of hyperinflation, discounting provisions and other
miscellaneous finance expenses.
Net financial expenses amounted to €351 million for the year ended December 31, 2025, compared to Net
financial income of €345 million for the year ended December 31, 2024. The variation is primarily driven by the
lower interest income from liquidity investments, reflecting both reduced liquidity levels and a decline in short-
term market rates, and expenses recognized during the period upon termination of commodity derivative
contracts. This is partially offset by lower losses on the net monetary position of hyperinflationary economies.
Net financial expenses/(income) for the year ended December 31, 2025, include €94 million losses (€382 million
and €215 million losses for the years ended December 31, 2024 and 2023, respectively) on the net monetary
position of entities whose functional currency is the currency of hyperinflationary economies, relating to
Argentine Peso and Turkish Lira. The decrease mainly reflects the reduced inflation rate in Argentina and the
disposal of Stellantis Türkiye.
In 2021, Stellantis’ investment in Credit Suisse Asset Management’s supply chain finance funds was impacted
by the suspension of redemptions and the initiation of the fund liquidation. Approximately 67 percent of the
investment was recovered that year, with no material proceeds in 2022 or 2023. Due to increased uncertainty
regarding the recoverability of the investment, in 2023 Stellantis impaired the remaining €132 million, reported
within Net financial expenses/(income). Following UBS’s acquisition of Credit Suisse Asset Management,
Stellantis accepted a €92 million offer in July 2024 (90 percent of the last determined value of its investment),
with payment received in August and recognized Net financial expenses/(income). This is reported as Write-
down and reversals of write-downs of financial assets in 2023 and 2024, respectively.
247
7. | Tax expense/(benefit) |
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Current tax expense | |||||
Deferred tax expense/(benefit) | ( | ( | |||
Tax expense/(benefit) relating to prior periods(1) | ( | ( | ( | ||
Total Tax expense/(benefit) | ( | ( | |||
(1) Tax expense/(benefit) relating to prior periods includes deferred tax expense of nil , €372 million and €173 million for 2025, 2024 and
2023, respectively, primarily related to U.S. provision to return adjustments for prior year tax positions
Effective tax rate reconciliation
The applicable tax rate used to determine theoretical income taxes is the statutory corporate income tax rate of
the jurisdiction in which the Company is tax resident. For the years presented, the Company is tax resident in the
Netherlands. Accordingly, the reconciliation between the theoretical income tax and actual tax is calculated
using the Netherlands corporate income tax rate of 25.8
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Profit/(loss) before tax | ( | ||||
Income tax rate | |||||
Theoretical income taxes | ( | ||||
Tax effect on: | |||||
Differences between foreign tax rates and the theoretical applicable tax rate and tax holidays | ( | ||||
Recognition and utilization of previously unrecognized deferred tax assets | ( | ( | ( | ||
Deferred tax assets not recognized and write-downs | |||||
Permanent differences | ( | ( | |||
Tax credits | ( | ( | ( | ||
Withholding tax | |||||
Other differences | ( | ||||
Total Tax expense/(benefit) | ( | ( | |||
Effective tax rate | - | ||||
The effective tax rate for the year ended December 31, 2025 is 16.1 percent, compared to the Netherlands
statutory corporate income tax of 25.8 percent. The lower effective tax rate primarily reflects the non-recognition
of deferred tax assets, principally in Germany and Italy, where the recoverability criteria under IAS 12 were not
met.
The effective tax rate of (36.9 ) percent in 2024 is negative due to profit before tax of €4.0 billion with a
corresponding overall tax benefit for €1.5 billion. The primary driver in the overall tax benefit is related to the non-
recurring €2.3 billion net tax benefit resulting from the deferred tax recognition event in Brazil as further
described below.
248
General Deferred Tax Asset Principles
Deferred tax assets are recognized when it is probable that future taxable profits will allow the use of deductible
temporary differences and tax loss carry-forwards. Deferred tax assets are derecognized when sufficient future
taxable profits are not probable. This assessment considers both positive and negative evidence, including
historical financial performance and future taxable income or loss projections. Refer to the section “Critical
judgments and use of estimates” for additional information.
Net deferred tax position
deferred taxes may be offset. Amounts recognized were as follows:
At December 31, | |||
(€ million) | 2025 | 2024 | |
Deferred tax assets | |||
Deferred tax liabilities | ( | ( | |
Total Net deferred tax assets/(liabilities) | ( | ||
The increase in Net deferred tax assets was mainly due to an increase in Net deferred tax assets in North
America, partially offset by the decrease in recognized Net deferred tax assets in Germany for €0.9 billion net tax
expense recorded in 2025 related to the derecognition of previously recognized Deferred tax assets. See Note
2, Basis of preparation - Critical judgments and use of estimates - Recoverability of deferred tax assets for
additional information.
U.S. consolidated tax group deferred tax asset recognition
Net deferred tax assets of approximately €2.1 billion continue to be recognized in the U.S. as of December 31,
2025. This balance includes €1.0 billion related to tax loss carry-forwards, which do not expire and €0.9 billion
primarily related to tax credits which expire if not utilized within 20 years.
As explained in detail in Note 2, Basis of preparation - Strategic plan undergoing reassessment, in 2025 the
Company recognized significant identifiable charges which are unlikely to recur in the future, to align the
Company’s product plans and investment profile with strategic priorities and market demand. Excluding the
impact of the significant non-recurring charges, cumulative profit before tax was positive in the U.S., which is
consistent with recent results that were not impacted by such significant non-recurring items.
The Company has begun execution of the broad reset of the business with the objective of re-establishing the
Company to sustainably and profitably grow in the U.S. which supports the continued recognition of U.S.
deferred tax assets. Further, tax planning strategies could be implemented in the U.S., if necessary, to
accelerate the utilization of U.S. tax losses and to prevent U.S. tax credit carry-forwards from expiring unutilized.
Based on management’s assessment, the positive evidence outweighs negative evidence and it is probable that
sufficient taxable profit will be available to realize the deferred tax assets of the U.S. consolidated tax group.
249
French tax group deferred tax asset recognition
Net deferred tax assets of approximately €109 million continue to be recognized in France as of December 31,
2025. This net balance is comprised of deferred tax assets related to tax loss carryforwards of €2.3 billion and
net deferred tax liabilities of approximately €2.2 billion. The French tax group has cumulative profit before tax as
of December 31, 2025. To further support continued recognition of French deferred tax assets, it is expected
that the reversal of taxable temporary differences in the near term will generate sufficient taxable profit to utilize
deductible temporary differences.
Based on management’s assessment, the positive evidence outweighs negative evidence and it is probable that
sufficient taxable profit will be available to realize the deferred tax assets of the French tax group.
German tax group deferred tax asset recognition
In Germany, as a result of the Company’s deferred tax asset recoverability assessment as of December 31,
2025, it was concluded that it is not probable that there will be sufficient future taxable profits to utilize the
accumulated tax loss carry-forwards and other deductible temporary differences by the German tax group. As
such, the Company derecognized deferred tax assets of €0.9 billion. Management’s assessment considers all
positive and negative evidence. The negative evidence is the continued losses before tax, generation of tax loss
carry-forwards and forecasted taxable losses over the MTP period. The positive evidence is that the tax loss
carry-forwards do not expire. The negative evidence was determined to outweigh the positive evidence.
Stellantis Brazil deferred tax asset recognition
As a result of our deferred tax asset recoverability assessment as of December 31, 2024, it was concluded that it
was probable that there would be sufficient future taxable profits to utilize the accumulated tax loss carry-
forwards and other deductible temporary differences for Brazil. Stellantis Brazil has a history of generating
significant profit before tax. However, from 2015 through 2023, the entity accumulated substantial tax loss carry-
forwards, primarily due to the non-taxability of Brazilian tax incentives, resulting in overall tax losses despite
significant cumulative profit before tax. A change in Brazilian tax law made these incentives taxable from 2024.
In December 2024, Stellantis Brazil obtained formal approval for the extension of certain of these taxable
incentives through 2032.
In 2024, based on Stellantis Brazil’s cumulative profit before tax, projected annual taxable income, and the
confirmed extension through 2032 of the taxable incentives, management concluded that it was probable that
future taxable profits will be sufficient to utilize the accumulated tax loss carry-forwards. The tax loss carry-
forwards in Brazil do not expire, further supporting their recoverability. As of December 31, 2024, after
considering all relevant factors, the Company recognized deferred tax assets of €2.3 billion. As the factors
supporting the assessment are unchanged in 2025, the Company continues to recognize deferred tax assets for
Stellantis Brazil as of December 31, 2025.
250
Changes in deferred tax position by nature
Following a detailed review performed in 2025, the Company concluded that tax credits should be presented as
a separate category due to their increased significance. This revised presentation has been applied in 2025 and
retrospectively to the 2024 comparatives, together with certain reclassifications to improve clarity and
transparency.
December 31, 2025 and 2024 were as follows:
(€ million) | At January 1, 2025 | Recognized in Consolidated Income Statement | Recognized in Equity | Transferred to Assets/ (Liabilities) Held for Sale | Translation differences and Other | At December 31, 2025 | |||||
Deferred tax liabilities arising on: | |||||||||||
Accelerated depreciation | ( | ( | |||||||||
Capitalized development assets | ( | ( | |||||||||
Other Intangible assets and Intangible assets with indefinite useful lives | ( | ( | |||||||||
Right-of-use assets | ( | ( | |||||||||
Provision for employee benefits | ( | ( | ( | ( | |||||||
Other | ( | ( | ( | ( | |||||||
Total deferred tax liabilities | ( | ( | ( | ||||||||
Deferred tax assets arising on: | |||||||||||
Provisions | ( | ||||||||||
Provision for employee benefits | ( | ( | ( | ||||||||
Lease liabilities | ( | ||||||||||
Impairment of tangible and intangible assets | ( | ||||||||||
Inventories | ( | ||||||||||
Tax credit | ( | ||||||||||
Provision for buy back | ( | ||||||||||
Other | ( | ||||||||||
Total deferred tax assets | ( | ( | |||||||||
Unrecognized deferred tax assets on temporary differences(1) | ( | ( | ( | ||||||||
Unrecognized deferred tax assets on tax credits | ( | ( | ( | ||||||||
Deferred tax assets arising on tax loss carry-forwards | ( | ||||||||||
Unrecognized deferred tax assets on tax loss carry-forwards | ( | ( | ( | ||||||||
Total Net deferred tax assets/ (liabilities) | ( | ( |
(1) Unrecognized deferred tax assets on temporary differences reported in the Changes in the table above include Allowance for
Corporate Equity in Italy of €305 million in 2025 (€304 million in 2024) for Pillar Two disclosure purposes
251
(€ million) | At January 1, 2024 | Recognized in Consolidated Income Statement | Recognized in Equity | Transferred to Assets/ (Liabilities) Held for Sale | Translation differences and Other | At December 31, 2024 | |||||
Deferred tax liabilities arising on: | |||||||||||
Accelerated depreciation | ( | ( | ( | ( | |||||||
Capitalized development assets | ( | ( | |||||||||
Other Intangible assets and Intangible assets with indefinite useful lives | ( | ( | ( | ||||||||
Right-of-use assets | ( | ( | ( | ( | |||||||
Provision for employee benefits | ( | ( | ( | ( | |||||||
Other | ( | ( | ( | ( | ( | ||||||
Total deferred tax liabilities | ( | ( | ( | ( | |||||||
Deferred tax assets arising on: | |||||||||||
Provisions | ( | ||||||||||
Provision for employee benefits | ( | ||||||||||
Lease liabilities | |||||||||||
Impairment of tangible and intangible assets | ( | ( | |||||||||
Inventories | ( | ( | |||||||||
Tax credits | |||||||||||
Provisions for buy backs | ( | ||||||||||
Other | ( | ( | ( | ||||||||
Total deferred tax assets | ( | ||||||||||
Unrecognized deferred tax assets on temporary differences(1) | ( | ( | |||||||||
Unrecognized deferred tax assets on tax credits | ( | ( | ( | ||||||||
Deferred tax assets arising on tax loss carry-forwards | ( | ||||||||||
Unrecognized deferred tax assets on tax loss carry-forwards | ( | ( | |||||||||
Total Net deferred tax assets / (liabilities) | ( | ( | ( | ( |
(1) Unrecognized deferred tax assets on temporary differences reported in the table above include Allowance for Corporate Equity in Italy
of €304 million in 2024 (€312 million in 2023) for Pillar Two disclosure purposes
In accordance with IAS 12 - Income Taxes, deferred taxes are calculated for all temporary differences between
the tax base of assets and liabilities and their carrying amount. Deferred tax liabilities are systematically
recognized, while deferred tax assets are recognized for all deductible temporary differences to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences could be
utilized. A deferred tax liability is recognized for all taxable temporary differences associated with investments in
subsidiaries and equity method investments for the difference between their tax and accounting value, except to
the extent that both of the following conditions are satisfied: (i) Stellantis is able to control the timing of the
reversal of the temporary difference, and (ii) it is probable that the temporary difference will not reverse in the
foreseeable future.
At December 31, 2025, the aggregate amount of temporary differences relating to investments in subsidiaries
and interests in joint ventures for which deferred tax liabilities are not recognized is approximately €761 million
(€530 million at December 21, 2024).
252
As of December 31, 2025, the Company had total Deferred tax assets on deductible temporary differences of
€14,381 million (€11,662 million at December 31, 2024), of which €3,615 million was not recognized
(€2,656 million at December 31, 2024). As of December 31, 2025, the Company also had Deferred tax assets on
tax loss carry-forwards of €10,871 million (€8,782 million at December 31, 2024), of which €4,801 million was not
recognized (€4,094 million at December 31, 2024).
Tax loss carry-forwards
Recognition of deferred tax assets related to tax loss carry-forwards were tested for realizability based on
forecasted future taxable income using estimates consistent with the main assumptions of the MTP. Deferred tax
assets relating to the carry-forward of unused tax losses and tax credits, as well as those arising from deductible
temporary differences, were recognized to the extent that it was probable that future profits would be available
against which they could be utilized. The realization of these deferred tax assets considered assumptions and
judgments used in the determination of the taxable income in the future, as well as Stellantis’ ability to implement
tax planning strategies, as necessary. While Stellantis has not recognized all deferred tax assets in all
jurisdictions, it is possible the Company’s assessment of realizability could change, resulting in the recognition
or derecognition of additional deferred tax assets in the Company’s Consolidated Statement of Financial Position
and the related income tax benefit in the Company’s Consolidated Income Statement. Refer to Note 2, Basis of
preparation - Critical judgments and use of estimates - Recoverability of deferred tax assets for additional
information.
Tax loss carry-forward (after application of the current tax rate) | Recognized deferred tax assets on tax loss carry- forward | Unrecognized deferred tax assets on tax loss carry- forwards (after application of the current tax rate) | ||||
(€ million) | At December 31, 2025 | |||||
Tax Groups: | ||||||
France | ( | |||||
Germany | ( | |||||
Spain | ( | |||||
Italy | ( | |||||
U.S. | ( | |||||
Other Jurisdictions: | ||||||
Brazil | ( | |||||
Others | ( | |||||
Total | ( | |||||
253
Tax loss carry-forward (after application of the current tax rate) | Recognized deferred tax assets on tax loss carry- forward | Unrecognized deferred tax assets on tax loss carry- forwards (after application of the current tax rate) | ||||
(€ million) | At December 31, 2024 | |||||
Tax Groups: | ||||||
France | ( | |||||
Germany | ( | |||||
Spain | ( | |||||
Italy | ( | |||||
Other Jurisdictions: | ||||||
Brazil | ( | |||||
Others | ( | |||||
Total | ( | |||||
At December 31 2025 and 2024, the Company had total tax-effected tax loss carry-forwards of €10.9 billion and
€8.8 billion, respectively, of which €4.8 billion and €4.1 billion were not recognized, respectively. The majority of
the Company’s tax loss carry-forwards do not expire, such as in France, Germany, Italy, Spain, U.S. and Brazil.
Tax loss carry-forwards relating to the French, German, Spanish, U.S. and Italian tax groups are available within
each tax group for offsetting against net deferred tax liabilities (subject to limitations provided under local tax
law) and are recognized in the Consolidated Statement of Financial Position.
Pillar Two
The OECD Pillar Two agreement aims to ensure that multinational corporations pay a minimum effective tax rate
of 15 percent on a jurisdictional basis. Several jurisdictions (including the Netherlands, where the Company is
tax resident) enacted Pillar Two tax laws effective January 1, 2024. The Company has applied the IAS 12
temporary exception and has not recognized deferred taxes related to Pillar Two.
For 2025, our assessment of the potential exposure to Pillar Two income taxes is based on the country-by-
country reporting for 2024 and the latest financial information for 2025 for the constituent entities of the
Company. Based on this assessment, our expected exposure to Pillar Two income taxes does not have a
material impact on tax expense and relates to our profits earned in the United Arab Emirates where the Pillar
Two transitional safe harbor does not apply and the Pillar Two effective tax rate is below 15 percent.
8. | Other information by nature |
Personnel costs for the Company for the years ended December 31, 2025, 2024 and 2023 amounted to €16.8
billion, €17.1 billion and €19.1 billion, respectively, and included costs that were capitalized mainly in connection
with product development activities. Personnel costs include wages and salaries, social security contributions,
share-based compensation, pension and other post-employment benefits.
For the years ended December 31, 2025, 2024 and 2023, the average number of employees within the
Company’s operations was 253,654 , 259,118 and 271,292 , respectively.
254
Amounts relating to IFRS 16 recognized in Profit before taxes
Years ended December 31, | ||||||
(€ million) | 2025 | 2024 | 2023 | |||
Depreciation of right-of-use assets | ||||||
Interest expense on lease liabilities | ||||||
Variable lease payments not included in the measurement of lease liabilities | ||||||
Income from sub-leasing right-of-use assets | ( | ( | ( | |||
Expenses relating to short-term leases and to leases of low-value assets | ||||||
Gains arising from sale and leaseback transactions | ( | ( | ( | |||
Total expense recognized in Net profit | ||||||
9. | Goodwill and intangible assets with indefinite useful lives |
below:
Goodwill | ||||||||||||
(€ million) | Gross amount | Accumulated impairment losses | Total Goodwill | Brands | Other | Total Goodwill and intangible assets with indefinite useful lives | ||||||
At January 1, 2024 | ( | |||||||||||
Additions | ||||||||||||
Impairment losses and assets write-offs | ( | ( | ( | |||||||||
Translation differences and other | ( | |||||||||||
At December 31, 2024 | ( | |||||||||||
Additions(1) | ||||||||||||
Impairment losses and assets write-offs | ( | ( | ( | |||||||||
Translation differences and other | ( | ( | ( | ( | ||||||||
At December 31, 2025 | ( | |||||||||||
(1) Amounts related to Auto Avaliar for €45 million and F2MeS for €48 million, refer to Note 3, Scope of consolidation for additional
information
255
For the year ended December 31, 2025 translation differences were primarily related to the weakening of the
U.S. Dollar against the Euro.
For the year ended December 31, 2024 translation differences primarily related to the strengthening of the U.S.
Dollar against the Euro and the weakening of Brazilian Real against the Euro.
Brands, comprised of Jeep, Ram, Dodge, Mopar, Opel/Vauxhall, FIAT, Alfa Romeo and Maserati are allocated to
North America, Enlarged Europe and Maserati segments. These rights are protected legally through registration
with government agencies and through their continuous use in commerce. As these rights have no legal,
contractual, competitive or economic term that limits their useful lives, they were classified as intangible assets
with indefinite useful lives and were therefore not amortized but instead tested at least annually for impairment.
For the purpose of impairment testing, the carrying value of Brands is tested jointly with the goodwill, if any, and
allocated to the North America, Maserati and Enlarged Europe segments.
There were €94 million and €514 million impairment charges recognized in respect of Goodwill and intangible
assets with indefinite lives during the years ended December 31, 2025, and 2024, respectively. Refer to Note 2,
Basis of preparation - Critical judgments and use of estimates for discussion of the assumptions and judgments
relating to goodwill impairment testing.
segments:
At December 31, 2025 | At December 31, 2024 | |||||||
(€ million) | Goodwill | Brands | Goodwill | Brands | ||||
North America | ||||||||
Enlarged Europe | ||||||||
Middle East & Africa | ||||||||
South America | ||||||||
China and India & Asia Pacific | ||||||||
Maserati | ||||||||
Other activities | ||||||||
Total | ||||||||
256
10. | Other intangible assets |
(€ million) | Capitalized development expenditures | Patents, concessions and licenses | Other intangible assets | Total | |||
Gross carrying amount at January 1, 2024 | |||||||
Additions | |||||||
Divestitures | ( | ( | ( | ( | |||
Change in scope of consolidation | ( | ||||||
Transfer to Assets held for sale | ( | ( | |||||
Translation differences and other changes | |||||||
At December 31, 2024 | |||||||
Additions | |||||||
Divestitures | ( | ( | ( | ( | |||
Change in scope of consolidation | ( | ||||||
Translation differences and other changes | ( | ( | ( | ( | |||
At December 31, 2025 | |||||||
Accumulated amortization and impairment losses at January 1, 2024 | |||||||
Amortization | |||||||
Impairment losses and asset write-offs | |||||||
Divestitures | ( | ( | ( | ( | |||
Change in scope of consolidation | ( | ( | |||||
Translation differences and other changes | |||||||
At December 31, 2024 | |||||||
Amortization | |||||||
Impairment losses and asset write-offs | |||||||
Divestitures | ( | ( | ( | ( | |||
Change in scope of consolidation | ( | ( | ( | ( | |||
Translation differences and other changes | ( | ( | ( | ( | |||
At December 31, 2025 | |||||||
Carrying amount at December 31, 2024 | |||||||
Carrying amount at December 31, 2025 |
Capitalized development expenditures include both internal and external costs that are directly attributable to
the internal product development process, primarily consisting of material costs and personnel related expenses
relating to engineering, design and development focused on content enhancement of existing vehicles, new
models and propulsion system programs.
In 2025, €6,808 million of impairment losses and asset write-offs were recognized of which (i) €2,060 million
related to product plan realignments and program cancellations, (ii) €609 million related to CAFE credits, (iii)
€3,853 million related to platform impairments, (iv) €286 million related to impairments resulting from the
discontinuation of the hydrogen fuel cell technology development program, as further discussed below.
Additionally, refer to Note 2, Basis of preparation - Critical judgments and use of estimates - Recoverability of
non-current assets with definite useful lives for additional information on the impairment losses and asset write-
offs recognized. For the year ended December 31, 2024, €694 million of impairment losses and asset write-offs
were recognized.
257
For a description of costs related to product plan realignments and program cancellations, platform impairments
and impairments relating to the discontinuation of the hydrogen fuel cell development program, refer to Note
2, Basis of preparation - Strategic plan undergoing reassessment.
For the year ending December 31, 2025, translation differences and other changes were primarily related to the
weakening of the U.S. Dollar against the Euro.
For the year ending December 31, 2024, translation differences and other changes were primarily related to the
strengthening of the U.S. Dollar against the Euro.
Amortization of capitalized development expenditures is recognized within Research and development costs
within the Consolidated Income Statement, as described in Note 5, Research and development costs.
Amortization of patents, concessions, licenses and other intangibles is recognized within Cost of revenues and
Selling, general and other costs.
At December 31, 2025 and 2024, the Company had contractual commitments for the purchase of intangible
assets amounting to €368 million and €331 million, respectively.
CAFE Credits
On July 4, 2025, the U.S. President signed into law the United States legislation formally titled “An Act to provide
for reconciliation pursuant to title II of H. Con. Res. 14” – and commonly referred to as the One Big Beautiful Bill
Act (“OBBB”), a comprehensive legislative package that includes significant changes to federal tax policy,
consumer incentives, and capital investment provisions. With the passing of the OBBB, CAFE penalty rate were
eliminated, (refer to Note 27, Guarantees granted, commitments and contingent liabilities for additional
information) and as such, the Company recognized a net expense of €269 million within Cost of revenues, which
was excluded from AOI (refer to Note 30, Segment reporting for additional information) which consists of the
following:
(i) An impairment of Other intangible assets of €609 million of purchased credits, which are no longer expected
to be utilized;
(ii) The recognition of a provision of €504 million related to purchase commitments which have been identified as
onerous contracts; and
(iii) The reversal of the portion of the CAFE provision for €844 million related to accruals made for certain model
years for which there is no longer a compliance obligation.
11. | Property, plant and equipment |
Property, plant and equipment comprises owned and leased assets that do not meet the definition of investment
property under IAS 40 - Investment Property. The Company leases assets including land, buildings, plant
machinery and equipment, and other assets.
258
(€ million) | Land | Buildings | Plant, machinery and equipment | Other assets | Advances and tangible assets in progress | Total | |||||
Gross carrying amount at January 1, 2024 | |||||||||||
Additions | |||||||||||
Divestitures and disposals | ( | ( | ( | ( | ( | ||||||
Change in the scope of consolidation | ( | ||||||||||
Translation differences | |||||||||||
Transfer to Assets held for sale | ( | ( | ( | ( | ( | ||||||
Other changes | ( | ( | ( | ( | |||||||
At December 31, 2024 | |||||||||||
Additions | |||||||||||
Divestitures and disposals | ( | ( | ( | ( | ( | ( | |||||
Change in the scope of consolidation | ( | ||||||||||
Translation differences | ( | ( | ( | ( | ( | ( | |||||
Transfer to Assets held for sale | |||||||||||
Other changes | ( | ( | ( | ( | |||||||
At December 31, 2025 | |||||||||||
Accumulated depreciation and impairment losses at January 1, 2024 | |||||||||||
Depreciation | |||||||||||
Divestitures and disposal | ( | ( | ( | ( | ( | ||||||
Impairment losses and asset write-offs | |||||||||||
Change in the scope of consolidation | ( | ( | |||||||||
Translation differences | ( | ||||||||||
Transfer to Assets held for sale | ( | ( | ( | ( | |||||||
Other changes | ( | ( | ( | ( | ( | ||||||
At December 31, 2024 | |||||||||||
Depreciation | |||||||||||
Divestitures and disposals | ( | ( | ( | ( | |||||||
Impairment losses and asset write-offs | ( | ||||||||||
Change in the scope of consolidation | ( | ( | ( | ||||||||
Translation differences | ( | ( | ( | ( | ( | ( | |||||
Transfer to Assets held for sale | |||||||||||
Other changes | ( | ( | ( | ( | |||||||
At December 31, 2025 | |||||||||||
Carrying amount at December 31, 2024 | |||||||||||
Carrying amount at December 31, 2025 |
For the years ended December 31, 2025, the Company recognized €3,273 million of impairment losses and
asset write-offs of which (i) €2,730 million related to platform impairments, (ii) €488 million related to product plan
realignments and program cancellations, and (iii) €55 million related to the Company’s decision to discontinue
its hydrogen fuel cell technology development program. For the year ended December 31, 2024, €369 million of
impairment losses and asset write-offs were recognized. Refer to Note 2, Basis of preparation - Critical
judgments and use of estimates - Recoverability of non-current assets with definite useful lives, for additional
information on the impairment losses and asset write-offs recognized.
These impairment charges were recognized within Cost of revenues in the Consolidated Income Statement for
the years ended December 31, 2025 and 2024.
For a description of costs related to product plan realignments and program cancellations, platform impairments
and impairment relating to the discontinuation of the hydrogen fuel cell development program, refer to Note
2, Basis of preparation - Strategic plan undergoing reassessment.
259
For the year ended December 31, 2025, translation differences of €(3,215 ) million primarily related to the
weakening of the U.S. Dollar against the Euro. For the year ended December 31, 2024, translation differences of
€994 million primarily related to the strengthening of the U.S. Dollar and the weakening of the Brazilian Real
against the Euro.
to operating leases (including vehicles sold with a buy-back commitment) are as follows:
(€ million) | Assets subject to operating leases | Other assets | Total | ||
Gross carrying amount at January 1, 2024 | |||||
Additions | |||||
Divestitures and disposals | ( | ( | ( | ||
Transfer to Assets held for sale | ( | ( | |||
Translation differences | |||||
Change in scope | |||||
Other changes | ( | ( | |||
At December 31, 2024 | |||||
Additions | |||||
Divestitures and disposals | ( | ( | ( | ||
Transfer to Assets held for sale | |||||
Translation differences | ( | ( | ( | ||
Change in scope | |||||
Other changes | ( | ( | |||
At December 31, 2025 | |||||
Accumulated depreciation and impairment losses at January 1, 2024 | |||||
Depreciation | |||||
Divestitures | ( | ( | ( | ||
Transfer to Assets held for sale | ( | ( | |||
Translation differences | |||||
Change in scope | |||||
Other changes | ( | ( | ( | ||
At December 31, 2024 | |||||
Depreciation | |||||
Impairment losses and asset write offs | |||||
Divestitures | ( | ( | ( | ||
Translation differences | ( | ( | ( | ||
Change in scope | ( | ( | |||
Other changes | ( | ||||
At December 31, 2025 | |||||
Carrying amount at December 31, 2024 | |||||
Carrying amount at December 31, 2025 | |||||
260
The increase in the carrying amount of assets subject to operating leases was primarily driven by higher activity
levels in our financing operations within SFS U.S. Divestitures and disposals of assets subject to operating
leases include amounts related to vehicles accounted for as operating leases that were ultimately retained by
customers at the end of the lease term rather than being returned to the Company.
received is as follows:
At December 31, | |||
(€ million) | 2025 | 2024 | |
Within one year | |||
Between one and two years | |||
Between two and three years | |||
Between three and four years | |||
Between four and five years | |||
Later than five years | |||
Total undiscounted lease payments to be received | |||
Property, plant and equipment included owned property, plant and equipment of €40,985 million at
December 31, 2025 (€42,950 million at December 31, 2024) and right-of-use assets of €1,973 million at
December 31, 2025 (€2,061 million at December 31, 2024).
(€ million) | Land | Buildings | Plant, machinery and equipment | Other assets | Total | |||||
Balance at January 1, 2024 | ||||||||||
Depreciation | ( | ( | ( | ( | ( | |||||
Additions | ||||||||||
Divestitures | ( | ( | ( | ( | ( | |||||
Change in the scope of consolidation | ||||||||||
Translation differences | ||||||||||
Other | ( | ( | ( | ( | ( | |||||
Balance at December 31, 2024 | ||||||||||
Depreciation | ( | ( | ( | ( | ( | |||||
Additions | ||||||||||
Divestitures | ( | ( | ( | ( | ||||||
Translation differences | ( | ( | ( | ( | ( | |||||
Other | ( | ( | ( | |||||||
Balance at December 31, 2025 |
At December 31, 2025 and 2024, the carrying amounts of Property, plant and equipment of the Company
(excluding the Right-of-Use assets described above) reported as pledged as security for debt and other
commitments, was €25 million and €499 million, respectively.
At December 31, 2025 and 2024, the Company had contractual commitments for the purchase of Property, plant
and equipment amounting to €1,563 million and €2,711 million, respectively.
261
12. | Investments accounted for using the equity method |
At December 31, | |||
(€ million) | 2025 | 2024 | |
Joint ventures | |||
Associates | |||
Other | |||
Total Investments accounted for using the equity method | |||
accounted for under the equity method were as follows:
Ownership percentage | Investment balance | |||||||
At December 31, | At December 31, | |||||||
2025 | 2024 | 2025 | 2024 | |||||
(Ownership percentage) | (€ million) | |||||||
Finance companies in partnership with Group Santander Consumer Finance (“SCF”) | ||||||||
Finance companies in partnership with BNPP PF | ||||||||
Tofas-Turk Otomobil Fabrikasi A.S. (“Tofas”) | ||||||||
NextStar Energy Inc(1,2) | ||||||||
StarPlus Energy LLC (“StarPlus”) | ||||||||
ACC(2) | ||||||||
Leasys SAS | ||||||||
Symbio(1)(2) | ||||||||
Others | ||||||||
Total joint ventures | ||||||||
Zhejiang Leapmotor Technology Co., Ltd. (“Leapmotor”) | ||||||||
Archer Aviation Inc (“Archer”) | ||||||||
Nordex S.A. | ||||||||
360 Energy S.A. | ||||||||
Comau Group S.p.A. | ||||||||
STM Financial, S.A.P.I. de C.V.(1) | ||||||||
Others | ||||||||
Total associates | ||||||||
Total joint ventures and associates | ||||||||
(1) Refer to Note 3, Scope of consolidation for additional information
(2) Refer to Note 2, Basis of preparation for additional information
For the years ended December 31, 2025 and 2024, there were no
investments. For the year ended December 31, 2023 there were unrecognized losses of €27 million.
262
There are two partnerships with SCF, which cover the financing activities of all Stellantis brands in the following
countries: joint ventures in France, Italy, Spain, Belgium, Poland, the Netherlands and through a commercial
agreement with SCF in Portugal. The joint ventures with BNPP PF operate the financing activities in Germany,
Austria and in the UK.
deemed to be material:
(€ million) | At December 31, | ||
2025 | 2024 | ||
Financial assets | |||
Of which: Cash and cash equivalents | |||
Other assets | |||
Financial liabilities | |||
Other liabilities | |||
Total Equity | |||
Carrying amount of interest | |||
Company’s share of net assets | |||
Carrying amount of interest | |||
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Interest and similar income | |||||
Interest and similar expenses | ( | ( | ( | ||
Income tax expense | ( | ( | ( | ||
Profit from continuing operations | |||||
Net profit | |||||
Net profit attributable to owners of the parent (A) | |||||
Other comprehensive income/(loss) attributable to owners of the parent (B) | |||||
Total Comprehensive income attributable to owners of the parent (A+B) | |||||
Company’s share of net profit | |||||
Tofas, the Company’s joint venture with Koç Holding, is registered with the Turkish Capital Market Board and
listed on the Istanbul Stock Exchange. At December 31, 2025, the market value of the Company’s interest in
Tofas was €929 million (€1,056 million at December 31, 2024).
Leapmotor is listed on the Hong Kong Stock Exchange. At December 31, 2025, the market value of the
Company’s interest in Leapmotor was €1,511 million (€1,147 million at December 31, 2024).
Archer is listed on the NYSE. At December 31, 2025, the market value of the Company’s interest in Archer was
€382 million (€533 million at December 31, 2024). Management has determined that the Company continues to
have significant influence over Archer, due to (i) its representation on the Board of Directors, and (ii) its
involvement in key operational activities, including the provision of technology, engineering support and
manufacturing assistance. These factors give the Company the ability to participate in financial and operating
policy decisions, consistent with the definition of significant influence under IAS 28.
263
unconsolidated subsidiaries accounted for using the equity method is included within Share of the profit/(loss) of
equity method investees in the Consolidated Income Statement, and is summarized below by type of equity
method investment.
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Joint ventures | ( | ||||
Associates | ( | ( | ( | ||
Other | ( | ( | |||
Total Share of the profit/(loss) of equity method investees | ( | ( | |||
The share of the loss of equity method investments in the year ended December 31, 2025 was primarily
attributable to losses related to ACC and Symbio resulting from the strategic plan update. Refer to Note 2, Basis
of preparation - Strategic plan undergoing reassessment.
Immaterial Joint Ventures and Associates
associates accounted for using the equity method were as follows:
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Joint ventures: | |||||
Profit/(loss) from continuing operations | ( | ( | |||
Net profit/(loss) | ( | ( | |||
Other comprehensive income/(loss) | ( | ( | ( | ||
Total Other comprehensive income/(loss) | ( | ( | ( | ||
Associates: | |||||
Profit/(loss) from continuing operations | ( | ( | ( | ||
Net profit/(loss) | ( | ( | ( | ||
Other comprehensive income /(loss) | ( | ( | |||
Total Other comprehensive income/(loss) | ( | ( | ( | ||
264
13. | Financial assets |
At December 31, | |||||||||||||
2025 | 2024 | ||||||||||||
(€ million) | Note | Current | Non-current | Total | Current | Non-current | Total | ||||||
Derivative financial assets | 17 | ||||||||||||
Financial securities measured at fair value through other comprehensive income | 25 | ||||||||||||
Financial securities measured at fair value through profit or loss | 25 | ||||||||||||
Financial securities measured at amortized cost | |||||||||||||
Financial receivables(1)(2) | 25 | ||||||||||||
Collateral deposits measured at fair value through profit or loss(3) | 25 | ||||||||||||
Total Financial assets | |||||||||||||
(1) Measured at amortized cost
(2) Included within current Financial receivables at December 31, 2025 is €603 million (€524 million at December 31, 2024) related to
factored receivables which have been derecognized as Trade receivables and for which the cash has not yet been received due to timing
differences
(3) Collateral deposits are held in connection with derivative transactions and debt obligation
The decrease of €3,385 million in financial assets was mainly due to financial securities at amortized costs which
14. | Inventories |
At December 31, | |||
(€ million) | 2025 | 2024 | |
Finished goods and goods for resale | |||
Work-in-progress, raw materials and manufacturing supplies | |||
Total Inventories | |||
The increase in total inventories as of December 31, 2025 compared to December 31, 2024 is mostly driven by
an increase in new vehicles stock and higher manufacturing supplies, reflecting an increase in activity.
The amount of inventory write-downs recognized primarily within Cost of revenues during the years ended
December 31, 2025, 2024 and 2023 was €1,481 million, €910 million and €505 million, respectively. These
mainly relate to finished goods, goods for resale and work-in-progress goods. In 2025, we incurred write-downs
of work-in-progress and raw materials as a result of program cancellations.
265
15. | Working capital |
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
(Increase)/decrease in inventories | ( | ( | |||
(Increase)/decrease in trade receivables | ( | ( | |||
Increase/(decrease) in trade payables | ( | ||||
Other changes | ( | ( | ( | ||
Total change in working capital | ( | ( | ( | ||
The change in working capital in 2025 of €7 million includes (i) an increase of €2,537 million in inventories mainly
driven by higher manufacturing supplies, reflecting an increase in activity and an increase in new vehicles stock,
(ii) an increase of €665 million in trade receivables primarily due to increased activities partially offset by higher
factoring, (iii) an increase of €3,483 million in trade payables, primarily reflecting increased production mainly in
North America and Enlarged Europe and higher manufacturing supplies and (iv) a decrease of €288 million in
16. | Trade receivables, other assets, prepaid expenses and tax receivables |
Trade receivables
Trade receivables are measured at amortized cost and net of an ECL allowance, calculated using the simplified
approach. Changes in the allowance for trade receivables were as follows:
(€ million) | At January 1, 2025 | Provision | Use and other changes | Transferred to Assets held for sale | At December 31, 2025 | ||||
ECL allowance - Trade receivables | ( |
An immaterial amount of Trade receivables were written off during the year ended December 31, 2025, and are
still subject to enforcement activities.
At December 31, | ||||||||||||
2025 | 2024 | |||||||||||
(€ million) | Current and less than 90 days past due | 90 days or more past due | Total | Current and less than 90 days past due | 90 days or more past due | Total | ||||||
Gross amount | ||||||||||||
ECL allowance | ( | ( | ( | ( | ( | ( | ||||||
Carrying amount | ||||||||||||
In addition to the amounts above, trade receivables measured at FVPL amounted to €4 million at December 31,
2025 (€27 million at December 31, 2024). Refer to Note 25, Fair value measurement for additional information.
266
Receivables from financing activities
consolidated by the Company and are summarized as follows:
At December 31, | |||
(€ million) | 2025 | 2024 | |
Dealer financing | |||
Retail financing | |||
Finance leases | |||
Other | |||
Total Receivables from financing activities | |||
The €3.2 billion increase in Receivables from financing activities for the year ended December 31, 2025 is
mainly due to the increase in the loan portfolio activity in South America and North America.
Receivables from financing activities are shown net of an ECL allowance. Changes in the allowance for
receivables from financing activities were as follows:
(€ million) | At January 1, 2025 | Provision | Use and other changes | Transferred to Assets held for sale | At December 31, 2025 | ||||
ECL allowance - Receivables from financing activities | ( |
financing activities:
At December 31, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
(€ million) | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total | ||||||||
Gross amount | ||||||||||||||||
ECL allowance | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||
Carrying amount | ||||||||||||||||
Refer to Note 2, Basis of preparation for additional information on details of the stages.
267
Other assets and prepaid expenses
At December 31 | |||||||||||
2025 | 2024 | ||||||||||
(€ million) | Current | Non-current | Total | Current | Non-current | Total | |||||
Receivables from financing activities at amortized cost | |||||||||||
Other receivables at amortized cost | |||||||||||
Indirect tax receivables | |||||||||||
Defined benefit plan assets (Note 20) | |||||||||||
Derivative operating assets | |||||||||||
Prepaid expenses and other | |||||||||||
Total other assets and prepaid expenses | |||||||||||
Derivative operating assets and Tax receivables by due date:
At December 31, | |||||||||||||||||||
2025 | 2024 | ||||||||||||||||||
(€ million) | Total due within one year (current) | Due between one and five years | Due beyond five years | Total due after one year (non- current) | Total | Total due within one year (current) | Due between one and five years | Due beyond five years | Total due after one year (non- current) | Total | |||||||||
Receivables from financing activities | |||||||||||||||||||
Other receivables at amortized cost | |||||||||||||||||||
Indirect tax receivables | |||||||||||||||||||
Derivative operating assets | |||||||||||||||||||
Total | |||||||||||||||||||
Tax receivables | |||||||||||||||||||
The €2.0 billion increase in Other receivables at amortized cost for the year ended December 31, 2025 primarily
reflects tariff-related receivables in North America.
Transfer of financial assets
At December 31, 2025, the Company had receivables due after that date, which had been transferred without
recourse and which were derecognized in accordance with IFRS 9 – Financial Instruments, amounting to
€16,074 million (€14,888 million at December 31, 2024), of which 69 percent (74 percent at December 31, 2024)
was mainly due from the sales network, transferred to financing companies in partnership with Santander, BNP
Paribas, Banco BBVA Argentina S.A. and Crédit Agricole.
268
related liabilities were as follows:
At December 31, | |||||||||||
2025 | 2024 | ||||||||||
(€ million) | Trade receivables | Receivables from financing activities | Total | Trade receivables | Receivables from financing activities | Total | |||||
Carrying amount of assets transferred and not derecognized | |||||||||||
Carrying amount of the related liabilities (Note 22) | |||||||||||
269
17. | Derivative financial and operating assets and liabilities |
At December 31, | |||||||
2025 | 2024 | ||||||
(€ million) | Positive fair value | Negative fair value | Positive fair value | Negative fair value | |||
Fair value hedges: | |||||||
Interest rate risk - interest rate swaps | |||||||
Total Fair value hedges | |||||||
Cash flow hedges: | |||||||
Interest rate risk - interest rate swaps | ( | ( | |||||
Currency risks - forward contracts, currency swaps and currency options | ( | ( | |||||
Commodity price risk – commodity swaps and commodity options | ( | ( | |||||
Total Cash flow hedges | ( | ( | |||||
Total Net investment hedges | |||||||
Derivatives for trading | ( | ( | |||||
Total Fair value of derivative financial assets/ (liabilities) | ( | ( | |||||
Financial derivative assets/(liabilities) - current | ( | ( | |||||
Financial derivative assets/(liabilities) - non-current | ( | ( | |||||
Derivative operating assets/(liabilities) - current | ( | ( | |||||
Derivative operating assets/(liabilities) - non-current | ( | ( | |||||
Derivatives used in financing activities are reported in the financial assets/liabilities, while derivatives used in
operating activities are reported in Other assets/liabilities.
instruments by due date:
At December 31, | |||||||||||
2025 | 2024 | ||||||||||
(€ million) | Due within one year | Due between one and five years | Total | Due within one year | Due between one and five years | Total | |||||
Currency risk management | |||||||||||
Interest rate risk management | |||||||||||
Interest rate and currency risk management | |||||||||||
Commodity price risk management | |||||||||||
Total Notional amount | |||||||||||
Fair value hedges
The net gains and losses arising from the valuation of outstanding currency derivatives and interest rate
derivatives and the net gains and losses arising from the respective hedged items were recognized in
accordance with fair value hedge accounting.
270
Ineffectiveness portion is recognized in Net financial expenses.
At December 31, 2025, the Company has outstanding interest rate derivatives, with a notional value of
€8.5 billion, classified as fair value hedges and managing interest rate risk of certain bonds issued in Europe
and in North America. The accumulated amount of fair value hedge adjustment on the hedged item is negative
and equal to €49 million which offsets the equivalent positive effect related to the change in value of the hedging
derivatives.
Cash flow hedges
Amounts recognized in the Consolidated Income Statement mainly related to currency risk management,
commodity price risk management and cash flows that were exposed to interest rate risk.
The Company's policy for managing currency risk and commodity price risk requires hedging of projected future
flows from trading activities which will occur within the following two and three years respectively. In addition, the
Company’s policy for managing interest rate risk requires limiting the impact of interest rate fluctuations, in
particular the financial services companies provide loans (mainly to customers and dealers), financing
themselves using various forms of direct debt or asset-backed financing (e.g. factoring of receivables or
securitizations). When the interest rate on loans differs from the rate on borrowed funds, the Company uses
interest rate derivatives as cash flow hedges to reduce the impact of these differences.
The hedging effect arising from cash flow hedges was recorded in the Cash flow hedge reserve within Other
comprehensive income/(loss) and will be subsequently recognized in the Consolidated Income Statement,
primarily during the following years, in particular, two years for currency risk and three years for commodity price
risk.
For the year ended December 31, 2025, net losses of €142 million mainly related to discontinued hedges were
recognized in the Consolidated Income Statement (net losses of €48 million for the year ended December 31,
2024 and net gains of €4 million for the year ended December 31, 2023).
271
comprehensive income and Inventories to the Consolidated Income Statement as follows:
Years ended December 31, | |||||
(€ million) | 2025 | 2024 | 2023 | ||
Currency risk | |||||
(Increase)/decrease in Cost of revenues | ( | ( | |||
Share of profit/(loss) of equity method investees | ( | ||||
Interest rate risk | |||||
(Increase)/decrease in Cost of revenues | ( | ||||
Share of profit/(loss) of equity method investees | |||||
Net financial income/(expenses) | ( | ||||
Commodity price risk | |||||
(Increase)/decrease in Cost of revenues | ( | ( | ( | ||
Ineffectiveness and discontinued hedges | ( | ( | |||
Tax expenses/(benefit) | |||||
Total recognized in the Consolidated Income Statement | ( | ( | ( | ||
Net investment hedges
In order to manage the Company’s foreign currency risk related to its investments, the Company enters into
hedges of a net investment in a foreign operation, in particular foreign currency swaps, forward contracts and
currency options. For the year ended December 31, 2025, gains of €1 million (gains of €33 million for the year
ended December 31, 2024 and losses of €12 million for the year ended December 31, 2023) related to the
hedges of a net investment in foreign operation were recognized in the Consolidated Statement of Other
Comprehensive Income within Exchange differences on translating foreign operations differences. There was no
ineffectiveness for the year ended December 31, 2025.
Derivatives for trading
At December 31, 2025, 2024 and 2023, Derivatives for trading primarily consisted of derivative contracts
entered into for hedging purposes which did not qualify for hedge accounting and warrants on Archer shares for
€114 million (€168 million for the year ended December 31, 2024)
Information on the Company's risk management strategy and additional information on its hedging activities is
18. | Cash and cash equivalents |
At December 31, | |||
(€ million) | 2025 | 2024 | |
Cash at banks | |||
Money market securities measured at FVPL | |||
Other cash equivalents | |||
Total Cash and cash equivalents | |||
272
Cash and cash equivalents held in certain foreign countries (primarily in Argentina, €111 million and €114 million
at December 31, 2025 and 2024, respectively and in Algeria, €276 million and €276 million at December 31,
2025 and 2024, respectively) were subject to local exchange control regulations with restrictions on the amount
of cash that can leave the country. Other cash equivalents primarily includes investments in commercial paper
and short-term deposits.
Cash and cash equivalents include €663 million at December 31, 2025 (€451 million at December 31, 2024)
held in bank deposits which are restricted to the operations related to securitization programs and warehouse
credit facilities of SFS U.S. These deposits are primarily used for the collection of the loan installments from
customers and the payment of debt and service costs and to the originator SFS U.S. itself, according to the
programs and facilities regulation. Refer to Note 22, Debt for additional information on securitization programs
and warehouse credit facilities.
19. | Share-based compensation |
Long-Term Incentive Plans
The Company operates annual Long-Term Incentive Plans (“LTIPs”) approved by shareholders, granting
Performance Share Units (“PSUs”), Restricted Share Units (“RSUs”), and Performance Restricted Share Units
(“PRSUs”) to eligible employees. PSU awards are typically split across three performance metrics: Total
Shareholder Return (TSR), Adjusted Operating Income (“AOI”), and either Electrification, Quality, or Compliance,
each with independent payout scales. PSU, RSU and PRSUs have different vesting periods as summarized in
the table below. Additionally, PRSUs vest subject to specific KPIs or multipliers. Fair values are determined
using Monte Carlo simulations for TSR-based awards and for all other types of award the fair values are
determined using the Stellantis share price on the grant date, adjusted for expected dividends at a constant
yield as these awards do not have the right to receive ordinary dividends prior to vesting.
PSUs | RSUs | PRSUs | |||||||
LTIP Period | PSUs Granted (millions) | Performance Metrics | Metric Payout Range | Vesting period Vesting Date | RSUs Granted (millions) | Vesting period Vesting Date | PRSUs Granted (millions) | Metric Payout Range | Vesting period Vesting Date |
2025-2027 | TSR ( AOI ( Quality ( | 2025-2027 Dec 2027 | 2025-2028 May 2028 | 2025-2027 Q2 2028 | |||||
2024-2026 | TSR ( AOI ( EV Roadmap ( | 2024-2026 Dec 2026 | 2024-2027 May 2027 | 2024-2027 1/3 Q4 2025 1/3 Q4 2026 1/3 Q4 2027 | |||||
2023-2025 | TSR ( AOI ( EV Roadmap ( | 2023-2025 Dec 2025 | 2023-2026 May 2027 | 2023-2026 1/3 Q4 2024 1/3 Q4 2025 1/3 Q4 2026 | |||||
2022-2024 | TSR ( Synergies ( EV Roadmap ( CAFE Compliance ( | 2022-2024 Dec 2024 | 2022-2025 May 2027 | N/A | N/A | ||||
PSU Awards
2022-2024 LTIPs were as follows:
273
2025 | |||||||||||
PSU TSR | Weighted average fair value at the grant date (€) | PSU Synergies | Weighted average fair value at the grant date (€) | PSU Compliance | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | ( | ( | |||||||||
Cancelled | ( | ||||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
2025 | |||||||||||
PSU Electrification | Weighted average fair value at the grant date (€) | PSU AOI | Weighted average fair value at the grant date (€) | PSU Quality | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | ( | ||||||||||
Cancelled | ( | ( | ( | ||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
2025 | |||
PRSU | Weighted average fair value at the grant date (€) | ||
Outstanding shares unvested at January 1 | |||
Granted | |||
Vested | ( | ||
Cancelled | ( | ||
Forfeited | ( | ||
Outstanding shares unvested at December 31 | |||
2024 | |||||||||||
PSU TSR | Weighted average fair value at the grant date (€) | PSU Synergies | Weighted average fair value at the grant date (€) | PSU Compliance | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | ( | ( | ( | ||||||||
Cancelled | ( | ( | |||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
274
2024 | |||||||||||
PSU Electrification | Weighted average fair value at the grant date (€) | PSU AOI | Weighted average fair value at the grant date (€) | PRSU | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | ( | ( | |||||||||
Cancelled | ( | ( | ( | ||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
2023 | |||||||||||
PSU TSR | Weighted average fair value at the grant date (€) | PSU Synergies | Weighted average fair value at the grant date (€) | PSU Compliance | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | |||||||||||
Cancelled | |||||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
2023 | |||||||||||
PSU Electrification | Weighted average fair value at the grant date (€) | PSU AOI | Weighted average fair value at the grant date (€) | PRSU | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | |||||||||||
Cancelled | |||||||||||
Forfeited | ( | ( | |||||||||
Outstanding shares unvested at December 31 | |||||||||||
below:
2025 | 2024 | 2023 | ||||
Key assumptions | PSU TSR Awards Range | |||||
Grant date stock price | € | € | € | |||
Expected volatility | ||||||
Risk-free rate | ||||||
Expected dividend yields | ||||||
275
The expected volatility was based on the observed historical volatility for common shares of Stellantis. The risk-
free rate was derived from the yield on Euro Area Yield Curves of appropriate term.
The weighted average fair values of the PSU Synergies, PSU Compliance, PSU Electrification, PSU AOI, PSU
Quality and PRSU awards that were granted during years ended December 31, 2025, 2024 and 2023 were
measured using the Stellantis stock price on the grant date, adjusted for expected dividends at a constant yield
as these PSU awards do not have the right to receive ordinary dividends prior to vesting.
RSU awards
LTIPs were as follows:
2025 | 2024 | 2023 | |||||||||
RSUs | Weighted average fair value at the grant date (€) | RSUs | Weighted average fair value at the grant date (€) | RSUs | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Granted | |||||||||||
Vested | ( | ( | ( | ||||||||
Cancelled | ( | ( | |||||||||
Forfeited | ( | ( | ( | ||||||||
Outstanding shares unvested at December 31 | |||||||||||
The weighted average fair values of the RSU awards that were granted at December 31, 2025, 2024 and 2023,
were measured using the Stellantis stock price on the grant date, adjusted for expected dividends at a constant
yield as these RSU awards do not have the right to receive ordinary dividends prior to vesting.
Replacement Stellantis RSU awards
plans issued by the former FCA Group were as follows:
2025 | 2024 | 2023 | |||||||||
Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | ||||||
Outstanding shares unvested at January 1 | |||||||||||
Anti-dilution adjustment | |||||||||||
Granted | |||||||||||
Vested | ( | ||||||||||
Cancelled | |||||||||||
Forfeited | ( | ||||||||||
Outstanding shares unvested at December 31 | |||||||||||
276
The weighted average fair values of the RSU awards were measured using the Stellantis stock price on the grant
date, adjusted for expected dividends at a constant yield as these PSU and RSU awards do not have the right to
receive ordinary dividends prior to vesting.
plans issued by former PSA were as follows:
2025 | 2024 | 2023 | ||||||||||
Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | Replacement Stellantis RSU awards | Weighted average fair value at the grant date (€) | |||||||
Outstanding shares unvested at January 1 | ||||||||||||
Anti-dilution adjustment | ||||||||||||
Granted | ||||||||||||
Vested | ( | |||||||||||
Cancelled | ||||||||||||
Forfeited | ||||||||||||
Outstanding shares unvested at December 31 | ||||||||||||
The weighted average fair values of the RSU awards that were granted at December 31, 2025, 2024 and 2023
were measured using the Stellantis stock price on the grant date, adjusted for expected dividends at a constant
yield as these PSU and RSU awards do not have the right to receive ordinary dividends prior to vesting.
Share-based Compensation Expense
Total expense for the PSU awards and RSU awards of approximately €73 million, €45 million and €189 million
was recorded for the years ended December 31, 2025, 2024 and 2023, respectively.
20. | Employee benefits liabilities |
At December 31, | ||||||||||||
2025 | 2024 | |||||||||||
(€ million) | Current | Non-current | Total | Current | Non-current | Total | ||||||
Pension benefits | ||||||||||||
Health care and life insurance plans | ||||||||||||
Other post-employment benefits | ||||||||||||
Other provisions for employees | ||||||||||||
Total Employee benefits liabilities | ||||||||||||
The Company recognized total expense of €2,061 million for defined contribution plans for the year ended
December 31, 2025 (€1,995 million in 2024 and €2,114 million in 2023).
277
assets:
At December 31, | ||||
(€ million) | 2025 | 2024 | ||
Present value of defined benefit obligations: | ||||
Pension benefits | ||||
Health care and life insurance plans | ||||
Other post-employment benefits | ||||
Total present value of defined benefit obligations (a) | ||||
Fair value of plan assets (b) | ||||
Asset ceiling (c) | ||||
Total net defined benefit plans (a - b + c) | ||||
of which: | ||||
Net defined benefit liability (d) | ||||
Defined benefit plan asset (Note 16) | ( | ( | ||
Other provisions for employees (e) | ||||
Total Employee benefits liabilities (d + e) | ||||
Pension benefits
The Company’s funding policy for defined benefit pension plans, to directly make benefit payments where
appropriate, is to contribute the minimum amounts required by applicable laws and regulations or to directly pay
benefit payments where appropriate. In the U.S., these excess amounts are tracked and the resulting credit
balance can be used to satisfy minimum funding requirements in future years. At December 31, 2025, the
combined credit balances for the U.S. and Canada qualified pension plans were approximately €1.1 billion, with
the usage of the credit balances to satisfy minimum funding requirements subject to the plans maintaining
certain funding levels. During the year ended December 31, 2025, the Company made pension contributions in
the U.S. and Canada totaling €27 million. Contributions to the pension plans of the Company for 2026 are
expected to be €96 million, including both contributions to pension funds and direct benefit payments to
employees. Of this amount, €51 million relates to the U.S. and Canada, with €42 million being mandatory
contributions and €9 million discretionary contributions, and €15 million relates to Germany.
(€ million) | Expected benefit payments | |
2026 | ||
2027 | ||
2028 | ||
2029 | ||
2030 | ||
2031-2035 |
278
2025 | 2024 | |||||||||||||||||||
(€ million) | U.S. and Canada | UK | France and Germany | Other | Total | U.S. and Canada | UK | France and Germany | Other | Total | ||||||||||
Projected benefit obligation | ||||||||||||||||||||
At beginning of period: Present value | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
Effect of changes in scope of consolidation and other | ( | ( | ||||||||||||||||||
Service cost | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||
Interest cost | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
Benefit payments for the year | ||||||||||||||||||||
Participant contributions | ( | ( | ( | ( | ||||||||||||||||
Actuarial gains and (losses) | ( | ( | ( | ( | ( | |||||||||||||||
Demographic assumptions and experience | ( | ( | ( | ( | ( | ( | ||||||||||||||
Financial assumptions | ( | ( | ( | ( | ||||||||||||||||
Effect of changes in exchange rates | ( | ( | ( | ( | ||||||||||||||||
Past service cost | ( | ( | ( | ( | ( | ( | ||||||||||||||
Effect of curtailments and settlements/Other | ||||||||||||||||||||
At period-end: Present value | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
Plan Assets | ||||||||||||||||||||
At beginning of period: Fair value | ||||||||||||||||||||
Effect of changes in scope of consolidation and other | ( | ( | ( | |||||||||||||||||
Expected return on assets | ||||||||||||||||||||
Participant contributions | ||||||||||||||||||||
Administrative Expenses | ( | ( | ( | ( | ( | ( | ( | |||||||||||||
Actuarial gains and (losses) | ( | ( | ( | ( | ( | ( | ||||||||||||||
Effect of changes in exchange rates | ( | ( | ( | |||||||||||||||||
Employer contributions | ( | |||||||||||||||||||
Benefit payments for the year | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
At period-end: Fair value | ||||||||||||||||||||
2025 | 2024 | |||||||||||||||||||
(€ million) | U.S. and Canada | UK | France and Germany | Other | Total | U.S. and Canada | UK | France and Germany | Other | Total | ||||||||||
Present value of projected benefit obligation | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
Fair value of plan assets | ||||||||||||||||||||
Net (liability) asset recognized in the balance sheet before minimum funding requirement (IFRIC 14) | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||
Minimum funding requirement liability (IFRIC 14) | ( | ( | ( | ( | ||||||||||||||||
Net (liability) asset recognized in the balance sheet | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||
Of which, liability | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||
Of which, asset | ( | ( | ||||||||||||||||||
279
Years ended December 31, | ||||||
(€ million) | 2025 | 2024 | 2023 | |||
Current service cost | ||||||
Interest expense | ||||||
Interest income | ( | ( | ( | |||
Other administration costs | ||||||
Past service costs/(credits) and (gains)/losses arising from settlements/ curtailments | ||||||
Interest expense on asset ceiling | ||||||
Total recognized in the Consolidated Income Statement | ||||||
During the year ended December 31, 2023, U.S. and Canada pension plans were amended for benefit changes
made under collective bargaining agreements negotiated with the United Automobile, Aerospace and
Agricultural Implement Workers of America (“UAW”) and Unifor and the associated prior service costs were
recognized in the Consolidated Income Statement in the amount of €396 million. In addition, voluntary separation
packages offered during 2024 and 2023 resulted in pension plan curtailment charges of €16 million and
€268 million, respectively, recognized within Restructuring costs. A prior service cost of €14 million was
recognized in 2025 in connection with the closure of the Luton plant in the UK, as early‑retiring employees were
granted the same retirement benefits they would have received had they remained in service until normal
retirement age.
At December 31, | ||||||||
2025 | 2024 | |||||||
(€ million) | Amount | of which have a quoted market price in an active market | Amount | of which have a quoted market price in an active market | ||||
Cash and cash equivalents | ||||||||
U.S. equity securities | ||||||||
Non-U.S. equity securities | ||||||||
Equity commingled funds | ||||||||
Equity instruments | ||||||||
Government securities | ||||||||
Corporate bonds (including convertible and high yield bonds) | ||||||||
Other fixed income | ||||||||
Fixed income securities | ||||||||
Private equity funds | ||||||||
Diversified Commingled funds | ||||||||
Real estate funds | ||||||||
Hedge funds | ||||||||
Investment funds | ||||||||
Insurance contracts and other | ( | ( | ||||||
Total fair value of plan assets | ||||||||
280
Non-U.S. equity securities were invested broadly in developed international and emerging markets. Fixed
income securities were debt instruments primarily comprised of long-term U.S. Treasury and global government
bonds, as well as U.S., developed international and emerging market companies’ debt securities diversified by
sector, geography and through a wide range of market capitalizations. Private equity funds included those in
limited partnerships that invest primarily in the equity of companies that are not publicly traded on a stock
exchange. Private debt funds included those in limited partnerships that invest primarily in the debt of
companies and real estate developers. Commingled funds included common collective trust funds, mutual
funds and other investment entities. Real estate fund investments included those in limited partnerships that
invest in various commercial and residential real estate projects around the world. Hedge fund investments
included those seeking to maximize absolute return using a broad range of strategies to enhance returns and
provide additional diversification.
The investment strategies and objectives for pension assets primarily in the U.S., Canada, France, Germany and
UK reflected a balance of liability-hedging and return-seeking investment considerations. The investment
objectives were to minimize the volatility of the value of pension assets relative to pension liabilities and to
ensure that assets were sufficient to pay plan obligations. The objective of minimizing the volatility of assets
relative to liabilities was addressed primarily through asset diversification, partial asset-liability matching and
hedging. Assets were broadly diversified across many asset classes to achieve risk-adjusted returns that, in
total, lower asset volatility relative to the liabilities. Additionally, in order to minimize pension asset volatility
relative to the pension liabilities, a portion of the pension plan assets were allocated to fixed income securities.
The Company policy for these plans ensured actual allocations were in line with target allocations as
appropriate.
Assets were actively monitored and managed primarily by external investment managers. Investment managers
were not permitted to invest outside of the asset class or strategy for which they had been appointed. The
Company used investment guidelines to ensure investment managers invested solely within the mandated
investment strategy. Certain investment managers used derivative financial instruments to mitigate the risk of
changes in interest rates and foreign currencies impacting the fair values of certain investments. Derivative
financial instruments could also be used in place of physical securities when it was more cost-effective and/or
efficient to do so. Plan assets did not include the Company shares or properties occupied by Stellantis
companies, with the possible exception of commingled investment vehicles where the Company did not control
the investment guidelines.
Sources of potential risk in pension plan assets were related to market risk, interest rate risk and operating risk.
Market risk was mitigated by diversification strategies and as a result, there were no significant concentrations of
risk in terms of sector, industry, geography, market capitalization, manager or counterparty. Interest rate risk was
mitigated by partial asset-liability matching. The fixed income target asset allocation partially matched the bond-
like and long-dated nature of the pension liabilities. Interest rate increases generally will result in a decline in the
fair value of the investments in fixed income securities and the present value of the obligations. Conversely,
interest rate decreases will generally increase the fair value of the investments in fixed income securities and the
present value of the obligations. Operating risks were mitigated through engagement with and oversight of
external service providers, including custodians, data providers and investment managers.
281
At December 31, | ||||||||||||||||||||
2025 | 2024 | |||||||||||||||||||
U.S. | Canada | UK | France | Germany | U.S. | Canada | UK | France | Germany | |||||||||||
Discount rate | ||||||||||||||||||||
Future salary increase rate | ||||||||||||||||||||
The average duration of U.S., Canada, UK, France and Germany liabilities was approximately 9 , 11 , 12 , 7 and
analysis.
2025 | ||||||||||
U.S. | Canada | UK | France | Germany | ||||||
Life Expectancy at Age 65 | ||||||||||
Male retiring in 25 years (Aged 40) | N/A | |||||||||
Female retiring in 25 years (Aged 40) | N/A | |||||||||
Male retiring today (Aged 65) | ||||||||||
Female retiring today (Aged 65) | ||||||||||
Health care and life insurance plans
Liabilities arising from these unfunded plans comprised obligations for retiree health care and life insurance
granted to employees and to retirees in the U.S. and Canada. Upon retirement from the Company, these
employees may become eligible for continuation of certain benefits. Benefits and eligibility rules may be
modified periodically. The expected benefit payments for unfunded health care and life insurance plans are as
follows:
(€ million) | Expected benefit payments | |
2026 | ||
2027 | ||
2028 | ||
2029 | ||
2030 | ||
2031-2035 |
282
(€ million) | 2025 | 2024 | ||
Present value of obligations at January 1 | ||||
Included in the Consolidated Income Statement | ||||
Included in Other comprehensive income: | ||||
Actuarial (gains)/losses from: | ||||
- Demographic and other assumptions | ( | |||
- Financial assumptions | ( | |||
Effect of movements in exchange rates | ( | |||
Other: | ||||
Benefits paid | ( | ( | ||
December 31 |
Years ended December 31, | ||||||
(€ million) | 2025 | 2024 | 2023 | |||
Current service cost | ||||||
Interest expense | ||||||
Past service costs/(credits) and losses/(gains) arising from settlements | ||||||
Total recognized in the Consolidated Income Statement | ||||||
During the year ended December 31, 2023, the U.S. plans were amended for benefit changes made under
collective bargaining agreements negotiated with the UAW and the associated prior service costs were
recognized in the Consolidated Income Statement in the amount of €32 million. In addition, voluntary separation
packages offered during 2024 and 2023 resulted in OPEB plan curtailment charges of €5 million and €11 million,
respectively, recognized within Restructuring costs.
Health care and life insurance plans were accounted for on an actuarial basis, which required the selection of
various assumptions. In particular, it required the use of estimates of the present value of the projected future
payments to all participants, taking into consideration the likelihood of potential future events such as health care
cost increases and demographic experience.
At December 31, | |||||||
2025 | 2024 | ||||||
U.S. | Canada | U.S. | Canada | ||||
Discount rate | |||||||
Salary growth | |||||||
Weighted average ultimate healthcare cost trend rate | |||||||
The average duration of the U.S. and Canadian liabilities was approximately 10 and 14 years, respectively. Refer
to Note 2, Basis of preparation, for additional information on the Company’s sensitivity analysis.
283
The annual rate of increase in the per capita cost of covered U.S. health care benefits assumed for the next year
and used in the 2025 plan valuation was 8.2 percent. The annual rate was assumed to decrease gradually to 3.9
percent through 2050 and remain at that level thereafter. The annual rate of increase in the per capita cost of
covered Canadian health care benefits assumed for next year and used in the 2025 plan valuation was 4.3
percent. The annual rate was assumed to decrease gradually to 4.0 percent through 2040 and remain at that
level thereafter.
Other post-employment benefits
Other post-employment benefits comprised other employee benefits granted to Company employees primarily in
Europe.
(€ million) | 2025 | 2024 | ||
Present value of obligations at January 1 | ||||
Included in the Consolidated Income Statement | ( | |||
Included in Other comprehensive income: | ||||
Actuarial (gains)/losses from: | ||||
- Demographic and other assumptions | ( | ( | ||
- Financial assumptions | ( | |||
Effect of movements in exchange rates | ( | ( | ||
Other: | ||||
Benefits paid | ( | ( | ||
Other changes | ( | ( | ||
Present value of obligations at December 31 |
As at December 31, 2025, the above Other post-employment benefit liability is net of plan assets of €321 million.
Years ended December 31, | ||||||
(€ million) | 2025 | 2024 | 2023 | |||
Current service cost | ||||||
Interest expense | ||||||
Past service costs/(credits) and losses/(gains) arising from settlements | ( | ( | ( | |||
Total recognized in the Consolidated Income Statement | ( | |||||
Past service credits are primarily due to the impact on French plans of voluntary departures.
Other provisions for employees
Other provisions for employees primarily included long-term disability benefits, supplemental unemployment
284
21. | Provisions |
At December 31, | ||||||||||||
2025 | 2024 | |||||||||||
(€ million) | Current | Non-current | Total | Current | Non-current | Total | ||||||
Product warranty and recall campaigns | ||||||||||||
Sales incentives | ||||||||||||
Restructuring | ||||||||||||
Legal proceedings and disputes | ||||||||||||
Commercial risks | ||||||||||||
Other risks | ||||||||||||
Total Provisions | ||||||||||||
(€ million) | At January 1, 2025 | Additional provisions | Settlements | Unused amounts | Translation differences | Transfer to Liabilities held for sale | Change in scope | Other | At December 31, 2025 | |||||||||
Product warranty and recall campaigns | ( | ( | ||||||||||||||||
Sales incentives | ( | ( | ( | ( | ||||||||||||||
Restructuring costs | ( | ( | ( | ( | ||||||||||||||
Legal proceedings and disputes | ( | ( | ( | |||||||||||||||
Commercial risks | ( | ( | ( | |||||||||||||||
Other risks | ( | ( | ( | ( | ||||||||||||||
Total Provisions | ( | ( | ( | ( |
(€ million) | At January 1, 2024 | Additional provisions | Settlements | Unused amounts | Translation differences | Transfer to Liabilities held for sale | Change in scope | Other | At December 31, 2024 | |||||||||
Product warranty and recall campaigns | ( | ( | ( | ( | ||||||||||||||
Sales incentives | ( | ( | ( | |||||||||||||||
Restructuring costs | ( | ( | ( | |||||||||||||||
Legal proceedings and disputes | ( | ( | ( | ( | ||||||||||||||
Commercial risks | ( | ( | ( | |||||||||||||||
Other risks | ( | ( | ||||||||||||||||
Total Provisions | ( | ( | ( | ( |
Product warranty and recall campaigns
The estimated future costs of actions are principally based on assumptions regarding the lifetime warranty costs
of each vehicle line and each model year of that vehicle line, as well as historical claims experience for the
vehicles. In addition, the number and magnitude of additional service actions expected to be approved and
policies related to additional service actions are taken into consideration.
285
The cash outflow for the non-current portion of the Product warranty and recall campaigns provision is primarily
expected within a period through 2029.
During the year ended December 31, 2025, the Company experienced increased volatility in warranty
expenditures, particularly in North America and Enlarged Europe, driven by factors including cost inflation,
quality issues associated with new powertrains and platforms, and the impact of prior operational decisions.
The previously applied model for estimating future warranty expenditures was assessed to be insufficiently
responsive to rapid changes in experience. Accordingly, during 2025 the Company implemented an updated
actuarial model incorporating refined trend development, inflation assumptions and correlations, resulting in
greater responsiveness to recent warranty experience. This change represents a change in accounting
estimate.
As a result of this change in estimate, the Company recognized charges of €5.4 billion, (of which €4.1 billion was
excluded from AOI and related to shipments prior to 2025) within Cost of revenues, comprising €4.2 billion (of
which €3.3 billion was excluded from AOI) in North America and €1.2 billion (of which €0.9 billion was excluded
from AOI) in Enlarged Europe.
Sales incentives
As described within Note 2, Basis of preparation - Critical judgments and use of estimates, the Company
recorded the estimated cost of sales incentive programs offered to dealers and consumers as a reduction to
revenue at the time of sale of the vehicle to the dealer.
Restructuring costs
During the years ended December 31, 2025 and 2024, the Company recognized total net provisions of
€913 million and €1,617 million, respectively, primarily related to workforce reductions in Enlarged Europe and
for 2024, also in North America (refer to Note 30, Segment reporting for additional information).
Legal proceedings and disputes
As described within Note 2, Basis of preparation - Critical judgments and use of estimates, a provision for legal
proceedings was recognized when it was deemed probable that the proceedings would result in an outflow of
resources and when the amount could be reasonably estimated. As the ultimate outcome of pending litigation
was uncertain, the timing of cash outflows for the legal proceedings and disputes provision was also uncertain.
Commercial risks
Commercial risks arose in connection with the sale of products and services, such as onerous maintenance
contracts, and as a result of certain regulatory emission requirements. For items such as onerous maintenance
contracts, a provision was recognized when the expected costs to complete the services under these contracts
exceeded the revenues expected to be realized. A provision for costs related to regulatory emission
requirements was recognized at the time vehicles were sold based on the estimated cost to settle the obligation,
measured as the sum of the cost of regulatory credits previously purchased plus the amount, if any, of the fine
expected to be paid in cash. Commercial risks also include provisions for disputes with suppliers related to
supply contract or other matters that were not subject to legal proceedings. Effective 2025, these balances were
reclassified from other risks to commercial risks. The cash outflow for the non-current portion of the Commercial
risks provision was primarily expected within a period through 2029.
286
The increase of €5,663 million in commercial risks is mainly related to: (i) provisions recognized for disputes with
suppliers resulting from the product plan realignments and program cancellations (refer to Note 2, Basis of
preparation - Strategic plan undergoing reassessment) offset by (ii) a decrease in the net amount of €844 million
related to the provision for CAFE, refer to Note 10, Other intangible assets for additional information.
Other risks
Other risks include, among other items: provisions for product liabilities arising from personal injuries including
wrongful death and potential exemplary or punitive damages alleged to be the result of product defects,
disputes with other parties relating to contracts or other matters not subject to legal proceedings and
management's best estimate of the Company’s probable environmental obligations, which also included costs
related to claims on environmental matters. The cash outflow for the non-current portion of the Other risks
provision is primarily expected within a period through 2029.
22. | Debt |
Debt classified within current liabilities included short-term borrowings from banks and other financing with an
original maturity date falling within twelve months, as well as the current portion of long-term debt. Debt
classified within non-current liabilities included borrowings from banks and other financing with maturity dates
greater than twelve months (long-term debt), net of the current portion.
accrued interest:
At December 31, | ||||||||||||||||||||
2025 | 2024 | |||||||||||||||||||
(€ million) | Due within one year (current) | Due between one and five years | Due beyond five years | Total (non- current) | Total Debt | Due within one year (current) | Due between one and five years | Due beyond five years | Total (non- current) | Total Debt | ||||||||||
Notes | ||||||||||||||||||||
Borrowings from banks | ||||||||||||||||||||
Asset-backed financing | ||||||||||||||||||||
Lease liabilities | ||||||||||||||||||||
Other debt | ||||||||||||||||||||
Total Debt | ||||||||||||||||||||
For additional information on the maturity analysis of financial liabilities, refer to Note 32, Qualitative and
quantitative information on financial risks.
Total debt as of December 31, 2025 increased by approximately €8.7 billion as compared to December 31,
2024. This was primarily driven by €5.1 billion of new bond issuances, and an increase in financial services
funding, partially offset by €0.8 billion of European Investment Bank (“EIB”) loans repaid at maturity, and
€0.7 billion of bond repayments at maturity.
287
Notes
At December 31, | ||||||||||||
(€ million) | Currency | Face value of outstanding notes (million) | Coupon % | Maturity | 2025 | 2024 | ||||||
Stellantis (Peugeot S.A. issuances): | ||||||||||||
STELLANTIS N.V. (Peugeot S.A.) 2018 | EUR | Q1/2025 | ||||||||||
STELLANTIS N.V. (Peugeot S.A.) 2019 | EUR | Q3/2029 | ||||||||||
STELLANTIS N.V. (Peugeot S.A.) 2020 | EUR | Q2/2026 | ||||||||||
STELLANTIS N.V. (Peugeot S.A.) Schuldschein 2019 | EUR | Q2/2026 | ||||||||||
STELLANTIS N.V. (Peugeot S.A.) Schuldschein 2019 | EUR | Q2/2027 | ||||||||||
STELLANTIS N.V. (Peugeot S.A.) Schuldschein 2019 | EUR | Euribor 6M + | Q2/2026 | |||||||||
Medium Term Note Program(1): | ||||||||||||
STELLANTIS N.V. (FCA N.V.) 2020 | EUR | Q1/2026 | ||||||||||
STELLANTIS N.V. (FCA N.V.) 2020 | EUR | Q3/2028 | ||||||||||
STELLANTIS N.V. 2021 | EUR | Q1/2027 | ||||||||||
STELLANTIS N.V. 2021 | EUR | Q1/2029 | ||||||||||
STELLANTIS N.V. 2021 | EUR | Q2/2033 | ||||||||||
STELLANTIS N.V. 2022 | EUR | Q2/2032 | ||||||||||
STELLANTIS N.V. 2023 - green bond | EUR | Q1/2030 | ||||||||||
STELLANTIS N.V. 2023 | EUR | Q2/2031 | ||||||||||
STELLANTIS N.V. 2024 | EUR | Q3/2030 | ||||||||||
STELLANTIS N.V. 2024 - green bond | EUR | Q1/2036 | ||||||||||
STELLANTIS N.V. 2024 | EUR | Q4/2028 | ||||||||||
STELLANTIS N.V. 2024 | EUR | Q1/2034 | ||||||||||
STELLANTIS N.V. 2025 | EUR | Q2/2031 | ||||||||||
STELLANTIS N.V. 2025 | EUR | Q2/2035 | ||||||||||
Other Notes: | ||||||||||||
STELLANTIS FINANCE U.S. 2021 | U.S $ | Q1/2027 | ||||||||||
STELLANTIS FINANCE U.S. 2021 | U.S $ | Q3/2031 | ||||||||||
STELLANTIS FINANCE U.S. 2022 | U.S. $ | Q1/2028 | ||||||||||
STELLANTIS FINANCE U.S. 2022 | U.S. $ | Q3/2032 | ||||||||||
STELLANTIS FINANCE US 2025 | U.S. $ | Q1/2028 | ||||||||||
STELLANTIS FINANCE US 2025 | U.S. $ | Q1/2030 | ||||||||||
STELLANTIS FINANCE US 2025 | U.S. $ | Q1/2035 | ||||||||||
GIE PSA Trésorerie 2003 | EUR | Q3/2033 | ||||||||||
STELLANTIS FINANCIAL SERVICES US 2025 | U.S. $ | SOFR + | Q3/2028 | |||||||||
STELLANTIS FINANCIAL SERVICES US 2025 | U.S. $ | Q3/2028 | ||||||||||
STELLANTIS FINANCIAL SERVICES US 2025 | U.S. $ | Q3/2030 | ||||||||||
Total Notes | ||||||||||||
(1) Listed on the Irish Stock Exchange
288
Notes Issued by Peugeot S.A
Bonds issued by Peugeot S.A. are governed by the terms and conditions of the Peugeot S.A. €5 billion Euro
Medium Term Note (“EMTN”) Program that was renewed on June 8, 2020 for the last time. Those bonds are
guaranteed by GIE PSA Trésorerie.
In April 2019, Peugeot S.A. raised funds using a private investment under German law through a
Schuldscheindarlehen. This transaction was structured in several tranches denominated in Euros, with maturities
up to Q2 2027.
In March 2025, the Company repaid, at maturity, a €650 million note issued by PSA in 2018.
Notes Issued Under the Medium Term Note Program
Certain notes issued by Stellantis were governed by the terms and conditions of the Medium-Term Note (“MTN”)
Program (previously known as the Global Medium Term Note Program, or “GMTN” Program) formerly available
to FCA N.V., the predecessor of Stellantis N.V. A maximum of €20 billion was allowed under this program, and
notes of €2.25 billion (principal amounts) were outstanding as at December 31, 2025.
After the merger, Stellantis established a EMTN under which it may from time to time issue notes up to an
amount of €30 billion.
Under the €30 billion EMTN Program, the Company issued two bonds during the year ended December 31,
2025:
•In June 2025, a EUR bond with principal amount of €800 million with an interest rate of 4.63 percent and which
matures in June 2035; and
•In June 2025, a EUR bond with principal amount of €700 million with an interest rate of 3.88 percent and which
matures in June 2031.
As at December 31, 2025, the outstanding principal amount of the notes issued under the successive versions
of the program, after the merger, was €11.5 billion.
These notes impose covenants on the issuer, which include: (i) negative pledge clauses which require that in the
case that any security interest upon assets of Stellantis N.V. is granted in connection with other notes or debt
securities having the same ranking, such a security should be equally and ratably extended to the outstanding
notes; (ii) pari passu clauses, under which the notes rank and will rank pari passu with all other present and
future unsubordinated and unsecured obligations of Stellantis N.V.; (iii) periodic disclosure obligations; (iv)
cross-default clauses which require immediate repayment of the notes under certain events of default on other
financial instruments issued by Stellantis' main entities; and (v) other clauses that are generally applicable to
securities of a similar type. A breach of these covenants may require the early repayment of the notes. As of
December 31, 2025, Stellantis was in compliance with the covenants of the notes under the MTN Program.
From time to time, Stellantis may buy back notes in the market. Such buybacks, if made, depend upon market
conditions, the Company's financial situation and other factors which could affect such decisions.
289
Other Notes
In March 2025, Stellantis Finance U.S. Inc issued three bonds guaranteed by Stellantis N.V,:
• a USD bond with principal amount of $1,000 million with an interest rate of 6.45 percent and which matures in
March 2035;
• a USD bond with principal amount of $750 million with an interest rate of 5.75 percent and which matures in
March 2030; and
• a USD bond with principal amount of $500 million with an interest rate of 5.35 percent and which matures in
March 2028.
The Notes issued by Stellantis Finance U.S. Inc impose covenants on Stellantis N.V. including: (i) negative
pledge clauses which require that in the case that any security interest upon assets of Stellantis N.V. is granted
in connection with other notes or debt securities having the same ranking, such a security should be equally and
ratably extended to the outstanding Notes; (ii) pari passu clauses, under which the Notes rank and will rank pari
passu with all other present and future unsubordinated and unsecured obligations of Stellantis N.V.; (iii) periodic
disclosure obligations; (iv) cross-default clauses which require immediate repayment of the Notes under certain
events of default on other financial instruments issued by Stellantis’ main entities; and (v) other clauses that are
generally applicable to securities of a similar type. A breach of these covenants may require the early repayment
of the Notes. As of December 31, 2025, Stellantis was in compliance with the covenants of the Notes.
In September 2025, SFS U.S. issued three bonds:
• a USD bond with principal amount of $700 million with an interest rate of 5.40 percent and which matures in
September 2030;
• a USD bond with principal amount of $1,000 million with an interest rate of 4.95 percent and which matures in
September 2028; and
• a USD bond with principal amount of $300 million with a floating interest rate and which matures in September
2028.
The notes issued by SFS U.S. are not guaranteed by Stellantis N.V. These notes impose covenants on the issuer,
which include : (i) negative pledge clauses which require that in the case that any security interest upon assets
of SFS U.S. is granted in connection with other notes or debt securities having the same ranking, such a security
should be equally and ratably extended to the outstanding notes; (ii) pari passu clauses, under which the notes
rank and will rank pari passu with all other present and future unsubordinated and unsecured obligations of SFS
U.S.; (iii) periodic disclosure obligations; (iv) cross-default clauses which require immediate repayment of the
notes under certain events of default on other financial instruments issued by SFS U.S.; and (v) other clauses
that are generally applicable to securities of a similar type. A breach of these covenants may require the early
repayment of the notes. As of December 31, 2025, SFS U.S. was in compliance with the covenants of the notes.
As at December 31, 2025, all the outstanding notes of Stellantis were rated “Baa2” by Moody’s Investors Service
and “BBB” by S&P Global Ratings. Refer to Note 33, Subsequent events for additional information.
Borrowings from banks
The following are a description of our most significant borrowings from banks as at December 31, 2025:
290
European Investment Bank Borrowings
Stellantis has a financing agreement with the EIB for €0.1 billion outstanding at December 31, 2025 (€0.9 billion
at December 31, 2024). This funding supports the investment plan for advanced manufacturing technologies to
produce a new electric vehicle platform at the Kragujevac plant in Serbia.
In March 2025, Stellantis repaid, at maturity, a €300 million European Investment Bank loan.
In September 2025, Stellantis repaid, at maturity, a €484 million European Investment Bank loan.
Brazil
Stellantis’ Brazilian subsidiaries have access to various local bank facilities in order to fund investments and
operations including financial services activities. Total debt outstanding under those facilities amounted to a
principal amount of €0.4 billion at December 31, 2025 (€0.5 billion at December 31, 2024).
Undrawn committed credit lines
Stellantis N.V. has a syndicated revolving credit facility (“RCF”) of €12 billion, originally signed in July 2021
amended and extended in July 2024. The syndicated credit facility includes a broad-based group of 29 banks
from Europe, U.S. and Asia. The RCF is structured in two tranches: €6 billion, with an original three-year tenor
(July 2027), and €6.0 billion, with an original five-year tenor (July 2029), each tranche benefiting from two
extension options, each of one year
date. The first extension option was activated in June 2025, extending the maturities to July 2028 and July 2030,
respectively, for the two tranches. The amount utilized under this credit line was nil at December 31, 2025.
In December 2025, SFS U.S. established a €1.9 billion ($2.2 billion) privately placed Commercial Paper (“CP”)
program under Section 4(a)(2) of the Securities Act of 1933. Notes issued under this program may have
maturities up to 397 days from the date of issue and may be sold at a discount or bear interest at variable rates.
At December 31, 2025, no notes outstanding under the CP program.
Concurrent with the establishment of the CP program, to provide dedicated liquidity support for this program,
the committed credit line originally signed by SFS U.S. in March 2024, of €0.9 billion ($1 billion) has been
amended and refinanced in December 2025 (“SFS RCF”). The SFS RCF is structured in two tranches:
€0.8 billion ($1 billion), with a 364-days tenor, and €1.1 billion ($1.3 billion ), with a three-year tenor, with each
tranche benefiting from two one-year
anniversary of the amendment signing date. The amount utilized under this credit line was nil at December 31,
2025.
In January 2025, the Company entered a new committed credit line of €4.0 billion with a pool of relationship
banks. The facility line is available for general corporate and working capital purposes of the Company,
including without limitation the refinancing of existing indebtedness of the Company. The line originally had a
option was activated in December 2025, extending the maturity to July 2026 The amount utilized under this
credit line was nil at December 31, 2025.
The covenants of the committed credit lines include negative pledge, pari passu, cross-default and change of
control clauses. Failure to comply with these covenants, and in certain cases if not suitably remedied, can lead
to the requirement of early repayment of any outstanding amounts. As of December 31, 2025, Stellantis was in
compliance with the covenants.
291
Asset-backed financing
Asset-backed financings, including warehouse credit facilities, asset-backed term notes and asset-backed
securities (“ABS”) term loans, primarily represented the amount of financing received by SFS U.S. through
securitization programs of €14,759 million as of December 31, 2025 (€9,866 million at December 31, 2024), that
will be settled through the collection of a portfolio of receivables which originate from consumers.
The retail consumer contracts, lease and commercial loans to dealers are pledged to special purpose entities as
collateral.
At December 31, | ||||||||||
(€ million) | Currency | Interest rate % | Maturity(1) | 2025 | 2024 | |||||
Warehouse Credit Facilities: | ||||||||||
SFS Funding I | USD | CP/SOFR+spread | Q4/2027 | |||||||
FIARC | USD | SOFR+spread | Q4/2027 | |||||||
SFMOT Floorplan Facility | USD | CP/SOFR+spread | Q3/2027 | |||||||
Term Notes: | ||||||||||
FIAOT 2021-1 | USD | Q2/2028 | ||||||||
FIAOT 2021-2 | USD | Q4/2028 | ||||||||
FIAOT 2022-1 | USD | Q2/2029 | ||||||||
FIAOT 2022-2 | USD | Q4/2029 | ||||||||
FIAOT 2023-1 | USD | Q1/2031 | ||||||||
FIAOT 2025-1 | USD | Q4/2033 | ||||||||
SFAST 2023-1 | USD | Q1/2031 | ||||||||
SFAST 2024-1 | USD | Q1/2032 | ||||||||
SFAST 2024-2 | USD | Q1/2032 | ||||||||
SFAST 2024-3 | USD | Q4/2032 | ||||||||
SFAST 2025-1 | USD | Q4/2032 | ||||||||
SFAST 2025-2 | USD | Q2/2033 | ||||||||
SFAST 2025-3 | USD | Q4/2033 | ||||||||
SFUEL 2025-A | USD | Q3/2029 | ||||||||
SFUEL 2025-B | USD | Q1/2030 | ||||||||
SFUEL 2025-C | USD | Q3/2030 | ||||||||
Term Loans: | ||||||||||
SFAF 2024-1 | USD | Q3/2032 | ||||||||
SFAF 2024-2 | USD | Q3/2027 | ||||||||
SFALV 2024-1 | USD | Q1/2030 | ||||||||
Total | ||||||||||
(1) Final maturity of the commitment for the warehouse credit facilities and the expected date of the last payment for the Term Notes
292
Warehouse Credit Facilities
There are three revolving warehouse credit facilities used to finance loan originations by SFS U.S. The Company
believes that the credit facilities will continue to be renewed or replaced, and that it will be able to secure
additional sources of financing on satisfactory terms; however, there can be no assurance that it will be able to
do so. In the event that the Company is unable to renew its facilities, the receivables pledged of €7.0 billion
($8.2 billion) as of December 31, 2025 would amortize over time to pay down the warehouse credit facilities;
however, the Company would not be able to finance new receivables without alternative sources of funding.
SFS U.S. uses interest rate derivatives in order to reduce the interest rate risk of certain warehouse credit
facilities where the underlying receivables carry fixed rate of interest and borrowings are based on the floating
rate SOFR indices.
ABS Term Notes
ABS Term Notes are issued in various classes ranging from Class A to Class E Notes. These notes are
sequentially paid with Class A Notes paid first. The range in interest rates depends on the level of risk of loss
and is determined by investor interest in each class of the notes.
ABS Term Loans
ABS Term Loans are provided by various banks which advance term loan proceeds secured by a pool of either
retail loan receivables or consumer leases. Two ABS Term Loans outstanding as of December 31, 2025, with an
aggregate balance of €1.1 billion ($1.3 billion) are secured by retail loan receivables with an aggregate balance
of €1.4 billion ($1.7 billion). The remaining ABS Term Loan facility with a balance of €654 million ($768 million) as
of December 31, 2025, is secured by €833 million ($979 million) in consumer lease receivables.
The terms governing the warehouse credit facilities and ABS Term Loans contains numerous covenants relating
to the issuer’s business, the observance of certain financial covenants, the avoidance of certain levels of
delinquency and credit loss experience and other matters. A breach of a covenant, if not cured within the time
limits specified, could precipitate events of default that might result in the acceleration of the ABS Term Loan or
warehouse credit facilities. The ABS Term Notes generally do not contain financial covenants or covenants
related to delinquency experience or credit losses. The Company was not in default with respect to any financial
and non-financial covenants governing these financing arrangements at December 31, 2025.
Refer to Note 25, Fair value measurement for additional information on fair and carrying values of assigned
receivables and related liabilities.
Other
Additionally, there are:
•€712 million of debt relating to asset-backed financing in Brazil, at December 31, 2025 (€101 million at
December 31, 2024). The increase compared to 2024 primarily reflects new credit facilities drawn during
2025; and
• €8 million of debt relating to factoring transactions which do not meet the IFRS 9 derecognition requirements
and are recognized within assets of the same amount as of December 31, 2025 (€49 million at December 31,
2024) in the Consolidated Statement of Financial Position, refer to Note 16, Trade receivables, other assets,
prepaid expenses and tax receivables for additional information.
293
Other debt
Other debt primarily includes funds raised from financial services companies through money market instruments
and deposits from dealers in South America, primarily in Brazil.
Lease liabilities
Lease liabilities included in the Statement of Financial Position
At December 31, | ||||
(€ million) | 2025 | 2024 | ||
Long-term debt (non-current) | ||||
Short-term debt and current portion of long-term debt (current) | ||||
Maturity analysis - contractual undiscounted cash flows
(€ million) | At December 31, 2025 | |
Due within one year | ||
Due between one and five years | ||
Due beyond five years | ||
Total undiscounted lease liabilities |
In addition, the Company entered into commitments relating to leases not yet commenced of €1,005 million, of
which the most significant relating to contracts are in North America and Enlarged Europe. In addition to the
above, the Company entered into non-cancellable short-term leases, which have not been classified as lease
liabilities, of €11 million which is expected to be settled within the next 12 months.
Debt secured by assets
At December 31, 2025, debt secured by assets of the Company amounted to nil (€23 million at December 31,
2024), excluding the Lease liabilities and Asset-backed financing as described above. The balance at
December 31, 2024 related to subsidized financing arrangements in South America which was repaid in 2025.
The total carrying amount of assets acting as security for loans for the Company amounted to nil , excluding the
Right-of-use assets as described in Note 11, Property, plant and equipment, at December 31, 2025 (€471 million
at December 31, 2024). The decrease reflects the repayment of a loan in 2025.
23. | Trade Payables |
The Company has entered into supplier finance arrangements with its third party suppliers and third party
banks. As a result of these arrangements, the supplier:
•transfers the credit risk;
•can obtain payment at an earlier date than original terms; and
•can gain attractive funding based on Stellantis’ credit worthiness.
294
Participation in the arrangement is at the suppliers’ discretion. Terms of the original contracts between Stellantis
and the supplier do not change as a result of these transactions, and there is no agreement with the debtor to
extend payment terms.
at December 31, 2025 and 2024:
(€ million) | At December 31, 2025 | At December 31, 2024 | ||
Presented within trade payables | ||||
Of which suppliers have received payment |
(days) | At December 31, 2025 | At December 31, 2024 | ||
Liabilities that are part of the arrangement | ||||
Comparable trade payables that are not part of an arrangement(1) |
(1) Except for Enlarged Europe, Middle East and Africa which has 60 -90 days payment terms
24. | Other liabilities |
At December 31, | ||||||||||||
2025 | 2024 | |||||||||||
(€ million) | Current | Non-current | Total | Current | Non-current | Total | ||||||
Payables for buy-back agreements | ||||||||||||
Accrued expenses and deferred income | ||||||||||||
Indirect tax payables | ||||||||||||
Payables to personnel | ||||||||||||
Social security payables | ||||||||||||
Service contract liability | ||||||||||||
Derivatives operating liability | ||||||||||||
Other | ||||||||||||
Total Other liabilities | ||||||||||||
Other includes a liability of €0.7 billion in respect of the obligations arising from the exit of the NextStar joint
venture (refer to Note 2, Basis of preparation - Strategic plan undergoing reassessment), €0.3 billion for spare
parts sales return liability and other individually immaterial miscellaneous liabilities.
295
as follows:
At December 31, | ||||||||||||||||||||
2025 | 2024 | |||||||||||||||||||
(€ million) | Total due within one year (Current) | Due between one and five years | Due beyond five years | Total due after one year (Non- Current) | Total | Total due within one year (Current) | Due between one and five years | Due beyond five years | Total due after one year (Non- Current) | Total | ||||||||||
Other liabilities (excluding Accrued expenses, deferred income and service contract liability) | ||||||||||||||||||||
Payables for buy-back agreements
Payables for buy-back agreements include the price received for the product, recognized as an advance at the
date of the sale and, subsequently, the repurchase price and the remaining lease installments yet to be
recognized.
Service contract liability
The service contract liability was mainly comprised of maintenance plans and extended warranties. Changes in
the Company's service contract liability for the year ended December 31, 2025, were as follows:
(€ million) | At January 1, 2025 | Advances received from customers | Amounts recognized within revenue | Transfers to Assets/ (Liabilities) held for sale | Other changes | At December 31, 2025 | ||||||
Service contract liability | ( | ( |
Of the total Service contract liability at December 31, 2025, the Company expected to recognize approximately
€744 million in 2026, €528 million in 2027, €393 million in 2028 and €523 million thereafter.
296
25. | Fair value measurement |
Assets and liabilities that are measured at fair value on a recurring basis
assets and liabilities measured at fair value on a recurring basis:
At December 31, | |||||||||||||||||
2025 | 2024 | ||||||||||||||||
(€ million) | Note | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||
Financial securities and equity instruments measured at FVOCI | 13 | ||||||||||||||||
Financial securities and equity instruments measured at FVPL | 13 | ||||||||||||||||
Derivative financial assets | 17 | ||||||||||||||||
Derivative operating assets | 17 | ||||||||||||||||
Collateral deposits | 13 | ||||||||||||||||
Receivables from financing activities | 16 | ||||||||||||||||
Trade receivables | 16 | ||||||||||||||||
Other receivables | 16 | ||||||||||||||||
Money market securities | 18 | ||||||||||||||||
Total Assets | |||||||||||||||||
Derivative financial liabilities | 17 | ||||||||||||||||
Derivative operating liabilities | 17 | ||||||||||||||||
Total Liabilities | |||||||||||||||||
The fair value of derivative financial assets and liabilities was measured by taking into consideration market
parameters at the balance sheet date and using valuation techniques widely accepted in the financial business
environment, as described below:
•the fair value of forward contracts, swaps and options hedging currency risk was determined by using
valuation techniques common in the financial markets and taking market parameters at the balance sheet date
(in particular, exchange rates, interest rates and volatility rates);
•the fair value of interest rate swaps and forward rate agreements was determined by taking the prevailing
interest rates at the balance sheet date and using the discounted expected cash flow method;
•the fair value of combined interest rate and currency swaps was determined using the exchange and interest
rates prevailing at the balance sheet date and the discounted expected cash flow method; and
•the fair value of swaps and options hedging commodity price risk was determined by using valuation
techniques common in the financial markets and taking market parameters at the balance sheet date (in
particular, underlying prices, interest rates and volatility rates).
The fair value of money market securities was also based on available market quotations.
297
The fair value of Receivables from financing activities, which are classified in Level 3 of the fair value hierarchy,
was estimated using discounted cash flow models. The most significant inputs used in this measurement were
market discount rates that reflected conditions applied in various reference markets on receivables with similar
characteristics, adjusted in order to take into account the credit risk of each counterparty.
The fair value of Other receivables is classified in Level 3 of the fair value hierarchy and was estimated using
discounted cash flow models. The most significant inputs used in this measurement were market discount rates.
For assets and liabilities recognized in the financial statements at fair value on a recurring basis, the Company
determined whether transfers occurred between levels in the hierarchy by re-assessing categorization at the end
of each reporting period.
within Level 3:
(€ million) | Receivables from financing activities | Financial securities | Derivative financial assets/ (liabilities) | Other receivables | ||||
At January 1, 2025 | ( | |||||||
Gains/(Losses) recognized in Consolidated Income Statement | ( | |||||||
Gains/(Losses) recognized in Other comprehensive income | ( | |||||||
Issues/Settlements | ( | |||||||
Purchases/Sales | ( | |||||||
Transfers (to)/from other levels | ( | |||||||
At December 31, 2025 |
(€ million) | Receivables from financing activities | Financial securities | Derivative financial assets/ (liabilities) | Other receivables | ||||
At January 1, 2024 | ( | |||||||
Change in scope of consolidation | ( | |||||||
Gains/(Losses) recognized in Consolidated Income Statement | ( | ( | ||||||
Gains/(Losses) recognized in Other comprehensive income | ( | |||||||
Issues/Settlements | ( | |||||||
Purchases/Sales | ( | |||||||
At December 31, 2024 | ( |
The gains/(losses) included in the Consolidated Income Statements were recognized within Net financial
expenses/(income). Of the total gains/(losses) recognized in Other comprehensive income, €10 million were
recognized within Cash flow reserves (€39 million at December 31, 2024), €74 million were recognized within
Currency translation differences (€(11 ) million at December 31, 2024) and €43 million were recognized within
Gains and losses from remeasurement of financial assets (€(15 ) million at December 31, 2024).
298
Assets and liabilities not measured at fair value on recurring basis
The carrying value of debt securities measured at amortized cost, current receivables and payables was a
reasonable approximation of fair value as the present value of future cash flows did not differ significantly from
the carrying amount.
The carrying value of Cash at banks and Other cash equivalents usually approximated fair value due to the short
maturity of these instruments (refer to Note 18, Cash and cash equivalents for additional information).
fair value on a recurring basis:
At December 31, | |||||||||
2025 | 2024 | ||||||||
(€ million) | Note | Carrying amount | Fair Value | Carrying amount | Fair Value | ||||
Dealer financing | |||||||||
Retail financing | |||||||||
Finance lease | |||||||||
Other receivables from financing activities | |||||||||
Total Receivables from financing activities(1) | 16 | ||||||||
Asset-backed financing | |||||||||
Notes | |||||||||
Borrowings from banks & Other debt | |||||||||
Total Debt, excluding Lease liabilities | 22 | ||||||||
(1) Amount excludes receivables measured at FVPL
The carrying values of financial securities and financial receivables measured at amortized cost were
considered to be reasonable approximations of their fair values, as the present values of future cash flows did
not differ materially from the respective carrying amounts. Refer to Note 13, Financial assets for additional
information.
Notes that were traded in active markets for which close or last trade pricing was available are classified within
Level 1 of the fair value hierarchy. Notes for which such prices were not available were valued at the last
available price or based on quotes received from independent pricing services or from dealers who trade in
such securities and are categorized as Level 2. At December 31, 2025, €22,381 million and €317 million of notes
were classified within Level 1 and Level 2, respectively. At December 31, 2024, €17,985 million of notes were
classified within Level 1 and €317 million of notes were classified within Level 2.
The fair value of Borrowings from banks and Other debt included in Level 2 of the fair value hierarchy was
estimated using discounted cash flow models. The main inputs used were year-end market interest rates,
adjusted for market expectations of the Company’s non-performance risk implied in quoted prices of traded
securities issued by the Company and existing credit derivatives on Company liabilities. The fair value of
Borrowings from banks and Other debt that requires significant adjustment using unobservable inputs is
categorized within Level 3. At December 31, 2025, €4,465 million and €358 million of Borrowings from banks
and Other Debt was classified within Level 2 and Level 3, respectively. At December 31, 2024, €5,209 million
and €330 million of Borrowings from banks and Other Debt were classified within Level 2 and Level 3,
299
26. | Related party transactions |
Related parties of the Company are entities and individuals capable of exercising control, joint control or
significant influence over the Company and its subsidiaries. Related parties also include associates, joint
ventures and unconsolidated subsidiaries of the Company, members of the Stellantis Board of Directors,
executives with strategic responsibilities and certain members of their families. Related parties include
companies belonging to Exor N.V. (“Exor”), which include Ferrari N.V., CNH Industrial N.V. (“CNHI”) and Iveco
Group N.V. ("Iveco"). In July 2025, Tata Motor announced an offer to purchase the whole share capital of IVECO
which is expected to be completed in H1 2026. Exor has irrevocably committed to support the offer and tender
is shareholding, therefore upon the finalization of the offer, IVECO will cease to be a related party to Stellantis.
Transactions carried out by Stellantis with its related parties are on commercial terms that are normal in the
respective markets, considering the characteristics of the goods or services involved, and primarily relate to:
•the sale of LCV and spare parts to Iveco's owned dealer network;
•the sale of iron and aluminum engine components, plastic components and industrial equipment to Iveco;
•the sale of propulsion system and other components to the companies of CNHI;
•the purchase of engines and engine components for Maserati vehicles from Ferrari N.V. which terminated in
December 2023 with a limited extension to March 2024;
•the Jeep brand sponsorship of Juventus Football Club (a subsidiary of Exor);
•the sale of vehicles for rental activities to Leasys;
•the sale of vehicles for resale and leasing activities to the joint ventures with Santander and BNP Paribas;
•the sale of vehicles and spare parts to the associate company Stafim for distribution in Tunisia;
•the purchase of used vehicles from Leasys and the joint ventures with Santander and BNP Paribas under
repurchase agreements from leasing and rentals activities;
•the sale of vehicles for distribution in Türkiye and of components as well as purchase of light commercial
vehicles and passenger cars from the joint venture Tofas;
•the purchase of Leapmotor vehicles from Zhejiang Leapmotor Technology Co., Ltd for distribution by
Leapmotor International outside of China;
•the purchase of batteries from StarPlus, NextStar and ACC joint ventures;
•the participation in a C02 regulatory credits open pool with Zhejiang Leapmotor Technology Co., Ltd to
contribute to the achievement of European emissions targets;
•the purchase of vehicles from, and the provision of services and the sale of goods to, the joint operation FIAPL;
•the manufacturing assistance services in both technology and personnel to manufacture an electric vertical
take-off and landing aircraft with Archer;
•the extension of subordinated loans to our Financial Services JVs with SCF and BNPP - Personal Finance;
•the purchase of electric motors from the Nidec joint venture;
•the extension of loans to the joint ventures StarPlus and ACC; and
•the extension of a shareholders loan and entering into a lease agreement with Contemporary Star Energy, S.L.
joint venture.
300
In April 2025, Stellantis completed the sale of its 100 percent interest in Stellantis Türkiye to Tofas. Refer to Note
3, Scope of consolidation for additional information.
As of December 31, 2025, NextStar was classified as held for sale. Refer to Note 2, Basis of preparation -
Strategic plan undergoing reassessment for additional information.
were as follows:
Years ended December 31, | ||||||||||||||||||||||||
2025 | 2024 | 2023 | ||||||||||||||||||||||
(€ million) | Net Revenues | Cost of revenues | Selling, general and other costs, net | Net Financial expenses /(income) | Net Revenues | Cost of revenues | Selling, general and other costs, net | Net Financial expenses /(income) | Net Revenues | Cost of revenues | Selling, general and other costs, net | Net Financial expenses | ||||||||||||
Tofas(1) | ||||||||||||||||||||||||
Leasys | ( | ( | ||||||||||||||||||||||
Finance companies in partnership with SCF and BNPP PF | ( | ( | ( | |||||||||||||||||||||
StarPlus Energy LLC(2) | ( | ( | ||||||||||||||||||||||
NextStar Energy Inc(1,2) | ||||||||||||||||||||||||
Nidec | ( | ( | ||||||||||||||||||||||
Other | ( | ( | ( | ( | ||||||||||||||||||||
Total joint arrangements | ( | |||||||||||||||||||||||
Leapmotor | ||||||||||||||||||||||||
Other | ( | ( | ( | ( | ||||||||||||||||||||
Total associates | ( | ( | ( | |||||||||||||||||||||
CNHI | ( | |||||||||||||||||||||||
Iveco | ( | |||||||||||||||||||||||
Ferrari N.V. | ( | ( | ||||||||||||||||||||||
Directors and Key Management | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
Total CNHI, Ferrari, Directors and other | ||||||||||||||||||||||||
Total unconsolidated subsidiaries | ( | ( | ||||||||||||||||||||||
Total transactions with related parties | ||||||||||||||||||||||||
Total for the Company | ( | ( | ||||||||||||||||||||||
1) Refer to Note 3, Scope of consolidation for additional information
2) Purchases were €296 million for StarPlus Energy; €167 million for NextStar Energy and €41 million for ACC. Amounts reported in Cost of
revenues are net of change in inventories
301
Assets and liabilities from significant transactions with related parties were as follows:
At December 31, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
(€ million) | Trade and other receivables | Trade payables and other liabilities | Asset- backed financing | Debt(1) | Trade and other receivables | Trade payables and other liabilities | Asset- backed financing | Debt (1) | ||||||||
Tofas | ||||||||||||||||
Leasys | ||||||||||||||||
Finance companies in partnership with SCF and BNPP PF | ||||||||||||||||
StarPlus Energy LLC | ||||||||||||||||
NextStar Energy Inc(2) | ||||||||||||||||
Nidec | ||||||||||||||||
Other | ||||||||||||||||
Total joint arrangements | ||||||||||||||||
Leapmotor | ||||||||||||||||
Other | ||||||||||||||||
Total associates | ||||||||||||||||
CNHI | ||||||||||||||||
Iveco | ||||||||||||||||
Ferrari N.V. | ||||||||||||||||
Other | ( | |||||||||||||||
Total CNHI, Ferrari N.V. and other | ( | |||||||||||||||
Total unconsolidated subsidiaries | ||||||||||||||||
Total originating from related parties | ||||||||||||||||
Total for the Company | ||||||||||||||||
(1) Relating to Debt excluding Asset-backed financing, refer to Note, 22 Debt for additional information
(2) Refer to Note 3, Scope of consolidation for additional information
For guarantees and commitments details, refer to Note 27, Guarantees granted, commitments and contingent
liabilities for additional information.
Compensation to Directors and Key Management
The fees of the Directors of the Company for carrying out their respective functions were €21 million and
€27 million for the years ended December 31, 2025 and 2024, respectively. The following amounts were
included in the fees paid:
•€13 million in 2025 (€22 million in 2024) for share-based compensation expense;
•nil in 2025 (nil in 2024) for short-term employee benefits; and
•€0.2 million in 2025 (€1 million in 2024) for pension and similar benefits.
The aggregate compensation expense for remaining executives with strategic responsibilities was
approximately €30 million for 2025 (€23 million for 2024), which in addition to base compensation, included:
•€6 million in 2025 (€7 million in 2024) for share-based compensation expense;
•€1 million in 2025 (nil in 2024) for short-term employee benefits; and
•€3 million in 2025 (€2 million in 2024) for pension and similar benefits.
302
The key management expenses reported above reflect the cost of the management structure during the year
and as updated for the changes announced on June 23, 2025.
Refer to Note 19, Share-based compensation, for additional information related to the PSU and RSU awards
27. | Guarantees granted, commitments and contingent liabilities |
Guarantees granted and commitments
At December 31, 2025, the Company had guarantees on related party debt, commitments and activities, which
is mainly comprised of:
(i) one unfunded guarantee granted to our joint venture with SCF for €250 million, (€500 million at December 31,
2024) which expired in January 2026;
(ii) two guarantees granted to third parties on the total outstanding debt of ACC for €635 million (€423 million at
December 31, 2024);
(iii) a guarantee granted to third parties on commitments of ACC for €224 million (€270 million at December 31,
2024);
(iv) a guarantee granted to third parties on the outstanding debt of StarPlus for €2,373 million ($2,788 million)
(€888 million at December 31, 2024), drawn from a €6,383 million ($7,500 million) (€7,218 million at
December 31, 2024) loan facility of which 49 percent of the drawn down amount is guaranteed by Stellantis N.V.
Under the terms of these debt agreements, there are restrictions on dividend distribution and repayment of
shareholder loans; and
(v) a guarantee granted to third parties on the outstanding debt of Nidec Emotors for €126 million (€115 million
at December 31, 2024).
In 2024, NextStar entered into a loan facility with third-party financial institutions for a notional €1,144 million
($1,344 million) at December 31, 2025 ((€1,294 million) ($1,344 million) at December 31, 2024) which is 49
percent guaranteed by Stellantis N.V. The facility was fully drawn at December 31, 2025 (undrawn at
December 31, 2024). Under the terms of these loan agreements, dividend distribution is restricted until the
applicable covenants are satisfied.
In addition, Stellantis is guaranteeing other commitments of NextStar for a total of €387 million (€363 million at
December 31, 2024). On February 6, 2026, Stellantis announced that LG Energy Solution would acquire full
ownership of NextStar Energy Inc, with Stellantis selling its 49 percent equity to LG Energy Solution. Completion
of the transaction is subject to regulatory approvals and closing conditions. As at December 31 2025, the
guarantee remained in place.
The restrictions on dividend distributions and on repayment of shareholder loans referenced above are not
expected to have a material impact on the Company’s financial position or cash flows.
303
Other repurchase obligations
In accordance with the terms of other wholesale financing arrangements in Mexico, Stellantis Mexico was
required to repurchase dealer inventory financed under these arrangements, upon certain triggering events and
with certain exceptions, including in the event of an actual or constructive termination of a dealer’s franchise
agreement. These obligations exclude certain vehicles including, but not limited to, vehicles that have been
damaged or altered, that are missing equipment or that have excessive mileage or an original invoice date that
is more than one year prior to the repurchase date. In December 2015, Stellantis Mexico entered into a ten-year
private label financing agreement (automatically renewable for one-year terms thereafter unless termination
notice provided) with STM Financial, a subsidiary of Banco Inbursa, under which STM Financial provides a wide
range of financial wholesale and retail financial services to Stellantis Mexico's dealers and retail customers
under the Stellantis Financial Mexico brand name. The wholesale repurchase obligation under the new
agreement will be limited to wholesale purchases in case of actual or constructive termination of a dealer's
franchise agreement.
At December 31, 2025, the maximum potential amount of future payments required to be made in accordance
with these wholesale financing arrangements was approximately €242 million ($284 million) and was based on
the aggregate repurchase value of eligible vehicles financed through such arrangements in the respective
dealer's stock. If vehicles are required to be repurchased through such arrangements, the total exposure would
be reduced to the extent the vehicles can be resold to another dealer. The fair value of the guarantee was nil at
December 31, 2025.
Arrangements with key suppliers
From time to time and in the ordinary course of business, the Company entered into various arrangements with
key suppliers in order to establish strategic and technological advantages. A limited number of these
arrangements contained unconditional purchase obligations to purchase a fixed or minimum quantity of goods
and/or services with fixed and determinable price provisions. Future minimum purchase obligations under these
arrangements at December 31, 2025 were as follows:
(€ million) | ||
2026 | ||
2027 | ||
2028 | ||
2029 | ||
2030 | ||
2031 and thereafter |
At December 31, 2025, there were related party commitments relating to the purchase of batteries:
(i)StarPlus: commitment over a 9 -year period starting from 2025. The commitment amounted to €2,885 million;
and
(ii)ACC: commitment over a 5-year period starting from 2024. The residual commitment amounted to
€2,879 million.
These amounts are included in the table above.
304
Other commitments, arrangements and contractual rights
At December 31, 2025, total joint venture and associate capital commitments were €1.7 billion, covering the
period up to 2029
For contractual commitments relating to purchase of intangible assets, refer to Note 10, Other intangible assets
for additional information. For contractual commitments relating to purchase of tangible assets, refer to Note 11,
Property, plant and equipment for additional information.
UAW Collective Bargaining Agreement
In November 2023, the UAW-represented workforce ratified a new collective bargaining agreement that expires
in April 2028. The provisions of the agreement contain opportunities for incremental compensation upon meeting
agreed metrics related to absenteeism and attendance. The agreement includes wage increases, the
reinstatement of the Cost of Living Allowance (“COLA”), a reduction in the time of progression to the top wage
tier from eight years to three years, supplemental unemployment benefits eligibility after 90 days of continuous
service, annual lump sum payments to retirees and surviving spouses, and retirement packages in 2024 and
2026. In addition, the agreement includes an increase in the defined benefit and defined contribution pension
plan rates; along with a commitment to provide €925 million ($1,000 million) in funding to the defined pension
plan, which was made in 2023. The agreement, which covers approximately 43 thousand employees, includes a
ratification bonus for all employees totaling approximately €201 million ($219 million), which was paid in
December 2023.
Unifor Collective Bargaining Agreement
Stellantis entered into a three-year labor agreement with Unifor in Canada that was ratified in November 2023,
covering approximately 7,500 employees. The terms of this agreement provide employee wage and benefit
increases, including improvements to base wage rates, reduced time for employees to progress to top wage,
COLA protection and retirement incentive opportunities for long-service employees choosing to retire. Also
included are increases to the defined benefit pension plan benefit for active employees and quarterly lump sum
payments to retired employees. In addition, Unifor members hired on or after September 19, 2016 that were
participating in the defined contribution plan have been enrolled in a College of Applied Arts and Technology
pension plan effective January 2025. The agreement also includes, lump sum payments to both full and part-
time employees, totaling approximately €49 million (CAD$72 million), which were paid in December 2023. The
agreement expires in September 2026.
Under the UAW and Unifor agreements, the lump sum payments to retirees and ratification bonuses, which are
not dependent upon future services, were primarily recognized in Cost of revenues upon ratification of the
contracts. Retirement packages were recognized in Restructuring costs in December 2023 as the offers have
been communicated and approved by management. Wage increases, COLA, increases to defined contribution
pension rates, and other benefit costs are recognized as incurred. During the year ended December 31, 2023,
there were €671 million of costs related to the North America collective bargaining agreements, including
restructuring costs and employee benefits past service cost which were excluded from Adjusted operating
income. Refer to Note 30, Segment reporting for additional information.
305
Contingent liabilities
In connection with significant asset divestitures carried out in prior years, the Company provided indemnities to
purchasers. Potential liabilities may arise from possible breaches of representations and warranties provided in
the contracts and, in certain instances, environmental or tax matters, generally for a limited period of time. Some
of these indemnifications do not limit potential payment and as such, it was not possible to estimate the
maximum amount of potential future payments that could result from claims made under these indemnities.
Litigation
Takata Airbag Inflators
Putative class action lawsuits were filed in March 2018 against FCA US LLC (“FCA US”), a 100 percent owned
subsidiary of Stellantis, in the U.S. District Courts for the Southern District of Florida and the Eastern District of
Michigan, asserting claims under federal and state laws alleging economic loss due to Takata airbag inflators
installed in certain of our vehicles. The cases were subsequently consolidated in the Southern District of Florida.
In November 2022, the Court granted summary judgment in FCA US’s favor against all claimants except those in
Georgia and North Carolina. Plaintiffs were granted leave to file an amended complaint to add additional states
to the pending action. Plaintiffs’ appeal of the grant of summary judgment was dismissed by the Court for lack of
jurisdiction. In May 2024, the Court entered an order to allow FCA US’s renewed motions for summary judgment
to address the remaining amended claims.
In June 2023, the Court entered an order preliminarily granting class certification for the amended complaint. In
July 2023, the Court revisited its class certification order and further narrowed the classes based on a recent
Court of Appeals decision. FCA US’ appeal of the Court’s preliminary order was denied.
At this stage of the proceedings, we are unable to reliably evaluate the likelihood that a loss will be incurred or
estimate a range of possible loss.
Emissions
We face class actions and individual claims alleging emissions non-compliance in several countries. Several
former FCA and PSA companies and Dutch dealers have been served with class actions in the Netherlands by
Dutch foundations seeking monetary damages and vehicle buybacks in connection with alleged emissions non-
compliance of certain vehicles equipped with diesel engines. We have also been notified of a potential class
action on behalf of Dutch consumers alleging emissions non-compliance of certain former FCA vehicles sold as
recreational vehicles, and are subject to a securities class action in the Netherlands, alleging misrepresentations
by FCA. Class actions alleging emissions non-compliance has also been filed and are on-going in Portugal
regarding former FCA vehicles, in the UK regarding former FCA and PSA vehicles, and in Israel regarding
former PSA vehicles. We are also defending approximately 1,500 pending individual consumer claims alleging
emissions non-compliance in Germany and approximately 70 individual consumer cases in Austria relating to
former FCA vehicles.
306
The results of the private litigation matters described above cannot be predicted at this time and may lead to
damage awards which may have a material adverse effect on our business, financial condition and results of
operations. It is also possible that these matters and their ultimate resolution may adversely affect our reputation
with consumers, which may negatively impact demand for our vehicles and consequently could have a material
adverse effect on our business, financial condition and results of operations. At this stage, we are unable to
evaluate the likelihood that a material loss will be incurred with regard to these private litigations or estimate a
range of possible loss.
General Motors
In November 2019, General Motors LLC and General Motors Company (collectively, “GM”) filed a lawsuit in the
U.S. District Court for the Eastern District of Michigan against FCA US, FCA N.V., now Stellantis N.V., and certain
individuals, claiming violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, unfair
competition and civil conspiracy in connection with allegations that FCA US made payments to The International
Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) officials that
corrupted the bargaining process with the UAW and as a result FCA US enjoyed unfair labor costs and
operational advantages that caused harm to GM. GM also claimed that FCA US had made concessions to the
UAW in collective bargaining that the UAW was then able to extract from GM through pattern bargaining which
increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and FCA
N.V. The court dismissed GM’s lawsuit with prejudice and the U.S. Court of Appeals for the Sixth Circuit
subsequently affirmed the dismissal of GM’s complaint. In April 2023, the U.S. Supreme Court declined to grant
review of the Sixth Circuit’s decision, which finally resolved the federal court case.
Following dismissal of its Federal court case, GM filed an action against FCA US and FCA N.V., now Stellantis
N.V., in Michigan state court, making substantially the same claims as it made in the federal litigation. In October
2021, the court granted Stellantis N.V. and FCA US’s motion for summary disposition. GM filed a motion for
reconsideration and in December 2021, the court granted GM’s motion, permitting GM to amend its complaint.
GM filed a second amended complaint in December 2021. In May 2022, the court denied FCA US’s motion for
summary disposition and permitted discovery to proceed against FCA US. In July 2022, the court granted
Stellantis N.V.’s motion for summary disposition, but in November 2022 the court granted GM’s motion for
reconsideration and permitted jurisdictional discovery to proceed against Stellantis N.V. The case is currently
stayed while the Michigan Court of Appeals considers certain trial court rulings regarding privilege. At this stage,
we are unable to reliably evaluate the likelihood that a loss will be incurred or estimate a range of possible loss.
2024 Financial Guidance
In August 2024, a putative securities class action complaint was filed in the U.S. District Court of the Southern
District of New York against Stellantis N.V. and certain of its former officers, alleging that the defendants made
material misstatements relating to the Company’s 2024 financial guidance. Plaintiffs filed an amended complaint
in March 2025 and a motion to dismiss was filed by Stellantis N.V. and the individual defendants in June 2025.
At this stage of the proceedings, we are unable to reliably evaluate the likelihood that a loss will be incurred or
estimate a range of possible loss.
Government Inquiries
Emissions
We are subject to criminal and civil governmental investigations alleging emissions non-compliance in certain
European jurisdictions and we continue to cooperate with these investigations.
307
As part of the judicial investigation of several automakers in France, commencing in 2016 and 2017,
Automobiles Peugeot and Automobiles Citroën were placed under examination by the Judicial Court of Paris in
June 2021 on allegations of consumer fraud in connection with the sale of Euro 5 diesel vehicles in France
between 2009 and 2015. In July 2021, FCA Italy (now known as Stellantis Europe) was placed under
examination by the same court for possible consumer fraud in connection with the sale of Euro 6 diesel vehicles
in France between 2014 and 2017. As is typical in a French criminal inquiry, each of the companies were
required to pay bail for the potential payment of damages and fines and to ensure representation in court, and to
provide a guarantee for the potential compensation of losses. None of these amounts were, individually or in
aggregate, material to the Company. Civil parties have joined the case and may seek further compensation. The
Public Prosecutor has requested that the companies involved be referred to criminal court on consumer fraud
charges and a decision on whether to proceed is before the Investigating Judge.
In May 2023, the German authority, Kraftfahrt-Bundesamt (“KBA”) notified Stellantis of its investigation of certain
Opel Euro 5, Fiat Euro 5 and Euro 6 vehicles and its intent to require remedial measures based on the alleged
non-compliance of the diesel engines in certain of those vehicles. The KBA subsequently expanded its inquiry to
include Euro 5 and Euro 6 engines used in certain Alfa Romeo, FIAT and Jeep vehicles, as well as Suzuki
vehicles equipped with diesel engines supplied by FCA Italy and requested information relating to all Stellantis
vehicles that may make use of strategies similar to those allegedly used by the identified vehicles. Stellantis
Europe is cooperating with the KBA and the relevant homologation authority. In January 2024, the KBA advised
that the Opel vehicles, equipped with Euro 5 engines, are non-compliant. At the KBA’s request, during the first
half of 2024, Opel submitted a plan to bring the vehicles into compliance. In July 2024, Opel received a formal
decision of non-compliance from the KBA regarding its vehicles equipped with Euro 5 diesel engines. Although
we objected to this formal decision, we continue to cooperate with the KBA inquiries and, at this stage, we are
unable to reliably evaluate the likelihood that a loss will be incurred or estimate a range of possible loss. Given
the number of vehicles potentially involved, however, the cost of any recall, and the impact that any recall could
have on related private litigation, may be significant.
In December 2019, the Italian Ministry of Transport (“MIT”) notified FCA Italy of communications with the Dutch
Ministry of Infrastructure and Water Management (“I&W”) regarding certain irregularities allegedly found by the
RDW and the Dutch Center of Research TNO in the emission levels of certain Jeep Grand Cherokee Euro 5
models and a vehicle model of another OEM containing a Euro 6 diesel engine supplied by FCA Italy. In January
2020, the Dutch Parliament published a letter from the I&W summarizing the conclusions of the RDW regarding
those vehicles and engines and indicating an intention to order a recall and report their findings to the Public
Prosecutor, the European Commission (“EC”) and other member states. FCA engaged with the RDW to present
our positions and cooperate to reach an appropriate resolution of this matter. FCA Italy proposed certain
updates to the relevant vehicles that have been tested and approved by the RDW and are now being
implemented without further concerns being raised by RDW.
In July 2020, unannounced inspections took place at several of FCA’s sites in Germany, Italy and the UK at the
initiative of the Public Prosecutors of Frankfurt am Main and of Turin, as part of their investigations of potential
violations of diesel emissions regulations and consumer protection laws. In April 2022, former FCA companies
received an order to produce documents to the Public Prosecutors. In October 2022, inspections took place at
the Italian offices of FCA Italy and Maserati and at the German office of Maserati Deutschland. At the Public
Prosecutor of Turin’s request, the Italian proceedings were dismissed in September 2023 and October 2023. In
March 2025, the Public Prosecutor of Frankfurt am Main determined that Stellantis Europe and certain affiliated
subsidiaries had negligently breached supervisory duties and imposed a fine in an amount that is not material to
the Company. The decision did not involve a finding of intent or fraud and is now final.
308
In January 2024, the EC notified the MIT of the alleged non-compliance of Fiat Ducato Euro 5 and Euro 6
vehicles based on tests performed at the EC’s request. We have cooperated with the MIT in its substantive
responses to EC.
Stellantis entities, among other OEMs, have received questions from the Driver and Vehicle Standards Agency in
the UK (“DVSA”) regarding a market surveillance activity to assess vehicle emissions for compliance with
regulations and Court of Justice of the European Union rulings. Correspondence with DVSA has progressed
during 2025 and the timing of any final DVSA decision is uncertain at present. In October 2025 the French
Market Surveillance Authority (“SSMVM”) requested information about certain Stellantis diesel vehicles regarding
alleged possible NOx over-emissions and exhaustive technical explanations have been provided to the
authority.
The results of the unresolved governmental investigations described above cannot be predicted at this time and
may lead to further enforcement actions or penalties, any of which may have a material adverse effect on our
business, financial condition and results of operations. It is also possible that these matters and their ultimate
resolution may adversely affect our reputation with consumers, which may negatively impact demand for our
vehicles and consequently could have a material adverse effect on our business, financial condition and results
of operations. At this stage, we are unable to evaluate the likelihood that a material loss will be incurred with
regard to these unresolved inquiries or estimate a range of possible loss.
End of Life Vehicles
In March 2022, the EC and the UK Competition and Markets Authority (the “CMA”) conducted unannounced
inspections at the premises of Opel and several other companies and associations active in the European
automotive sector. These inspections, as well as contemporaneous and subsequent information requests
received from the EC and CMA, relate to potential collusion in the collection, treatment, and recovery of end-of-
life vehicles and whether such activity may have violated relevant competition laws. We recognized a provision
relating to these matters in an amount that is not material to the Company during the year ended December 31,
2024. During the six-month period ending June 30, 2025, the EC and CMA published their decisions and
imposed fines against the Company in amounts that did not exceed the previously recognized provision.
Takata Airbag Recalls
We are subject to, and are cooperating with, criminal investigations and regulatory proceedings in several
European jurisdictions relating to the recall of Stellantis vehicles equipped with Takata airbags. At this stage, we
are unable to evaluate the likelihood that a material loss will be incurred with regard to these investigations and
proceedings or estimate a range of possible loss.
309
Other matters
Corporate Average Fuel Economy (“CAFE”) standards
In August 2020, the U.S. Court of Appeals for the Second Circuit vacated a final rule published by NHTSA in July
2019 that had reversed NHTSA’s 2016 increase to the base rate of the CAFE penalty from $5.50 to $14.00 . The
base rate applies to each tenth of a mile per gallon that a manufacturer’s fleet-wide average fuel efficiency is
below the CAFE standard, and is multiplied by the number of vehicles in the manufacturer’s fleet to arrive at an
aggregate penalty. In January 2021, NHTSA published an interim final rule with immediate effect, the result of
which was to apply the increased fine rate that resulted from the Second Circuit’s ruling to future model years. In
particular, NHTSA’s interim rule imposed a CAFE penalty base rate of $5.50 through 2021 Model Year and
increased the CAFE penalty base rate to $14.00 prospectively from the 2022 Model Year. FCA accrued
estimated amounts for any probable CAFE penalty based on the $5.50 rate for Model Years 2021 and earlier.
In April 2022, NHTSA published a final rule repealing the interim final rule issued in January 2021 and reverting
to the December 2016 final rule which increased the CAFE civil penalty rate from $5.00 to $14.00 , beginning with
2019 Model Year. Applying the annual inflation adjustment procedures did not result in an increase in the $14.00
rate through 2021 Model Year.
On July 4, 2025, the OBBB was signed into law, which revised the civil penalty rate to $0.00 beginning with
Model Year 2022.
Greenhouse Gas Standards
In March 2022, the U.S. Environmental Protection Agency (“EPA”) reinstated California’s authority under the
Clean Air Act to enforce its own, more stringent, greenhouse gas (“GHG”) emission standards for passenger
vehicles and light-duty trucks (the “California Waiver”). California emission standards covered by the California
Waiver were also adopted by certain other states.
Prior to the EPA’s withdrawal of the California Waiver, automotive OEMs were deemed to be compliant with
California’s GHG emissions standards if they were compliant with the EPA’s GHG standards. This “deemed to
comply” mechanism was removed from the California regulation prior to the reinstatement of the California
Waiver. As interpreted by the California Air Resources Board (“CARB”), the EPA’s reinstatement of the California
Waiver together with the removal of the “deemed to comply” mechanism means that automotive OEMs
are retroactively subject to the separate California GHG standards beginning with the model year
2021 fleet. OEMs may achieve compliance with the California GHG emission standards in several ways, including
through the sale of emission-compliant vehicles within their fleet for a given model year, through the carryforward
or carryback of excess credits generated by a compliant fleet in past or future years, by the purchase of
California-specific regulatory credits from third parties or by a combination of the foregoing.
We did not meet the California GHG targets for model years 2021, 2022 and 2023, as in planning these model
years prior to reinstatement of the California Waiver we assumed the ability to utilize existing credits based on
regulations in force at the time. We previously intended to cover such deficits with excess credits generated
through our compliance in model years within the applicable five-year carryback period. However, in March
2024, we entered into an agreement with CARB to settle and resolve claims and disputes regarding CARB’s
regulation of automotive GHG emissions. The agreement imposes alternative GHG emissions requirements for
model year 2021 through 2026 passenger cars and light-duty trucks and commitments related to zero-emission
technology. In exchange, CARB agreed not to enforce the GHG emission standards in its regulations that would
otherwise be applicable to model year 2021 through 2026.
310
28. | Equity |
Share capital
At December 31, 2025, the authorized share capital of Stellantis was ninety million Euro (€90,000,000 ), divided
into 4.5 billion (4,500,000,000 ) Stellantis common shares, nominal value of one Euro cent (€0.01 ) per share and
and two hundred and fifty thousand (250,000 ) class B special voting shares with a nominal value of one Euro
cent (€0.01 ) each.
At December 31, 2025, the fully paid-up share capital of Stellantis amounted to €37 million (€37 million at
December 31, 2024) and consisted of 2,903,716,295 common shares (2,896,073,567 at December 31, 2024), of
which 6,233,099 held in treasury (15,581,288 at December 31, 2024), 866,522,224 issued special voting shares
A (866,522,224 at December 31, 2024, refer to Corporate Governance - Articles of Association and Information
on Stellantis Shares included elsewhere in this report for additional information), of which 113,162 held in
treasury (111,508 at December 31, 2024). All shares have a nominal value of €0.01 each.
At December 31, 2025, there were 2,897,483,196 outstanding common shares (2,880,492,279 December 31,
2024). During the year ended December 31, 2025, 9,348,189 common shares were delivered in execution of the
Share-based compensation plans.
shares of Stellantis during the year ended December 31, 2025:
Common Shares | Special Voting Shares A | Total | ||||
Balance at January 1, 2025 | ||||||
Issuance of special voting shares | ||||||
Purchase of treasury shares | ( | ( | ||||
Treasury shares assigned to long-term incentive plans participants | ||||||
Shares issued for long-term incentive plans and employee- share purchase plan | ||||||
Balance at December 31, 2025 |
Pursuant to the Articles of Association, the Board of Directors is irrevocably authorized to issue shares (common
and special voting shares) and to grant rights to subscribe for shares in the capital of the Company. This
authorization is up to a maximum aggregate amount of shares as set out in the Articles of Association, as
amended from time to time, and limits or excludes the right of pre-emption with respect to common shares.
Share buyback program
At the AGM on April 13, 2023, the Board of Directors was authorized to acquire common shares in the capital of
the Company, either through purchase on a stock exchange, through a public tender offer, an offer for exchange
or otherwise, up to a maximum number of shares equal to 10 percent of the Company’s issued common shares.
The authorization was for a period of 18 months from the date of the 2023 AGM. The authorization was renewed
on the same terms at the AGMs on April 16, 2024 and April 15, 2025.
311
Employee-share purchase plan
During September 2025, the Company offered eligible employees the opportunity to become shareholders
through a specific employee-share purchase plan. Under the plan eligible employees could subscribe to
Stellantis shares, at a subscription price corresponding to the average of the Company’s closing share price on
the 20 trading days preceding the date of the decision setting the terms of the plan, less a 20 percent discount.
Additionally, the Company provided a matching contribution of 200 percent of the personal amount invested, up
to €200 and a 100 percent matching contribution between €201 and €800 invested by the employee. The shares
are locked up for a specified period. Employees bear the risk of fluctuations in the share price relative to the
subscription price.
In the September 2025 plan, a total of 7.6 million shares were subscribed. There was an increase in equity of
€61 million and the total cost of the plan was €32 million.
Dates right subscribed | From September 3 to September 29, 2025 |
Employee subscription price | € |
Lock-up period |
Equity Incentive Plans
On April 15, 2025, the AGM resolved to authorize, under certain conditions, the Board of Directors to issue
common shares, to grant rights to subscribe for shares under the LTIP and its sub-plans, up to maximum of
Other reserves:
Other reserves comprised the following:
•legal reserves of €22,287 million at December 31, 2025 (€24,051 million at December 31, 2024) determined in
accordance with Dutch law and primarily relating to development expenditures capitalized by subsidiaries and
their earnings, subject to certain restrictions on distributions to Stellantis shareholders;
•capital reserves of €15,266 million at December 31, 2025 (€15,133 million at December 31, 2024);
•retained earnings, after the separation of the legal reserve, of positive €37,799 million (positive €34,424 million
at December 31, 2024); and
•profit/(loss) attributable to owners of the parent of €(22,368 ) million for the year ended December 31, 2025
(€5,473 million for the year ended December 31, 2024).
312
Other comprehensive income
Years ended December 31, | ||||||||||||||||||
2025 | 2024 | 2023 | ||||||||||||||||
(€ million) | Pre-tax balance | Tax income/ (expense) | Net balance | Pre-tax balance | Tax income/ (expense) | Net balance | Pre-tax balance | Tax income/ (expense) | Net balance | |||||||||
Fair value remeasurement of cash flow hedges | ( | ( | ( | ( | ||||||||||||||
Gains and losses from remeasurement of financial assets | ( | ( | ||||||||||||||||
Actuarial gains and losses on defined benefit pension obligations | ( | ( | ( | ( | ||||||||||||||
Exchange differences on translating foreign operations | ( | ( | ( | ( | ||||||||||||||
Share of Other comprehensive income/(loss) for equity method investees | ( | ( | ( | ( | ||||||||||||||
Total Other comprehensive income/(loss) | ( | ( | ( | ( | ( | ( | ||||||||||||
Gains and losses arising from the remeasurement of defined benefit plans primarily include actuarial gains and
losses arising during the period, the return on plan assets (net of interest income recognized in the Consolidated
Income Statement) and any changes in the effect of the asset ceiling. These gains and losses are offset against
the related defined benefit plan's net liabilities or assets (Note 20, Employee benefits liabilities).
Policies and processes for managing capital
The objectives identified by the Company for managing capital were to create value for shareholders as a whole,
safeguard business continuity and support the growth of the Company. As a result, the Company endeavored to
maintain an adequate level of capital that, at the same time, enables it to obtain a satisfactory economic return
for its shareholders and guarantee economic access to external sources of funds, including by means of
achieving an adequate credit rating.
To support these objectives, the Company constantly monitors its net financial position in relation to net equity
and the cash generated from its industrial activities. The Company also continues to focus on improving the
profitability of its operations. Furthermore, the Board of Directors may make proposals to Stellantis shareholders
at a general meeting to reduce or increase share capital or, where permitted by law, to distribute reserves. The
Company may also make purchases of treasury shares, without exceeding the limits authorized at a general
meeting of Stellantis shareholders, under the same logic of creating value, compatible with the objectives of
achieving financial equilibrium and an improvement in the Company's rating.
Dividends proposed, declared and paid
On April 15, 2025, the AGM approved an ordinary dividend distribution of €0.68 per common share
corresponding to a total distribution of €2.0 billion, that was paid on May 5, 2025.
In recognition of the Company’s Net loss for the full-year 2025, the Company will not pay an annual dividend in
2026.
313
Dividend policy
Common shares
The Company’s dividend policy contemplates an annual ordinary dividend to the holders of common shares
targeting a payout ratio of 25 percent to 30 percent of the Company’s Net profit for the relevant prior financial
year.
The actual level of dividend to be distributed by the Company will be determined by the Board of Directors in its
sole discretion and will be subject to earnings, cash balances, commitments, strategic plans and any other
factors that the Board of Directors may deem relevant at the time of a dividend distribution, including
adjustments for income or costs that are significant in nature but expected to occur infrequently.
Special voting shares
Stellantis adopted a loyalty voting structure on January 17, 2021 whereby certain registered shares that were
held for an uninterrupted period of three years in the name of the same shareholder qualify to receive one class
A special voting for each common shares registered. During the year ended December 31, 2024, issuance of
these special voting shares has taken place. Refer to "Corporate Governance - Loyalty Voting Structure"
included elsewhere in this report for additional information.
The holders of special voting shares are not entitled to any distributions. However, pursuant to article 29.4 of the
Company's articles of association, from any amount of profits not reserved by the Board of Directors, first an
amount shall be allocated and added to a separate special voting shares dividend reserve for the benefit of the
holders of special voting shares (the "Special Voting Shares Dividend Reserve"). The Company has no intention
to propose any distribution from the Special Voting Shares Dividend Reserve.
29. | Earnings/(loss) per share |
Basic (loss)/earnings per share
Basic (loss)/earnings per share for the years ended December 31, 2025, 2024 and 2023 was determined by
dividing the Net profit/(loss) attributable to the equity holders of the parent by the weighted average number of
shares outstanding during each period.
Years ended December 31, | |||||||
2025 | 2024 | 2023 | |||||
Net profit/(loss) attributable to owners of the parent | € million | ( | |||||
Weighted average number of shares outstanding | (thousand) | ||||||
Basic (loss)/earnings per share | (€) | ( | |||||
Diluted (loss)/earnings per share
In order to calculate the diluted (loss)/earnings per share, the weighted average number of shares outstanding
was increased to take into consideration the theoretical effect of potential common shares that would be issued
for the restricted and performance share units outstanding and unvested at December 31, 2025, 2024 and 2023
(Note 19, Share-based compensation), as determined using the treasury stock method.
314
For the year ended December 31, 2025, as a result of the loss attributable to owners of the parent, the
theoretical effect that would arise if the share-based payment plans were exercised was not taken into
consideration in the calculation of diluted earnings/(loss) per share as this would have had an anti-dilutive effect.
There were no
dilutive impact for the years ended December 31, 2024 and 2023.
Years ended December 31, | |||||||
2025 | 2024 | 2023 | |||||
Net profit/(loss) attributable to owners of the parent | € million | ( | |||||
Weighted average number of shares outstanding | (thousand) | ||||||
Number of shares deployable for share-based compensation | (thousand) | ||||||
Weighted average number of shares outstanding for diluted earnings per share | (thousand) | ||||||
Diluted (loss)/earnings per share | (€) | ( | |||||
30. | Segment reporting |
The Company’s activities are carried out through six reportable segments: five regional vehicle segments (North
America, Enlarged Europe, Middle East & Africa, South America and China and India & Asia Pacific) and
Maserati, our global luxury brand segment. These reportable segments reflect the operating segments of the
Company that are regularly reviewed by the Chief Executive Officer, who is the “chief operating decision maker”,
for making strategic decisions, allocating resources and assessing performance, and that exceed the
quantitative threshold provided in IFRS 8 – Operating Segments (“IFRS 8”), or whose information is considered
useful for the users of the financial statements.
The Company’s five regional vehicle reportable segments are responsible for the design, engineering,
development, manufacturing, distribution and sale of passenger cars, light commercial vehicles and related
parts and services in specific geographic areas: North America (U.S., Canada and Mexico), Enlarged Europe
(primarily the countries of the European Union and United Kingdom), Middle East & Africa (primarily Türkiye,
Morocco, Egypt and Algeria), South America (including Central America and the Caribbean islands), and China
and India & Asia Pacific (Asia and Pacific countries). The Maserati segment, representing the Company's global
luxury brand, is responsible for the design, engineering, development, manufacturing, and global distribution
and sales of luxury vehicles under the Maserati brand.
Transactions among the vehicle segments generally are presented on a “where-sold” basis, which reflect the
profit/(loss) on the ultimate sale to third party customer within the segment. This presentation generally
eliminates the effect of the legal entity transfer price within the segments. Revenues of the other segments, aside
from the mass-market vehicle segments, are those directly generated by or attributable to the segment as the
result of its usual business activities and includes revenues from transactions with third parties as well as those
arising from transactions with segments, recognized at normal market prices.
315
Other activities includes the results of our industrial automation systems design and production business (up
until disposal in December 2024), our pre-owned car business, our mobility businesses, our software and data
businesses, and other investments, including Archer, our financial services activities, as well as the activities
and businesses that are not operating segments under IFRS 8. In addition, Unallocated items and eliminations
includes consolidation adjustments and eliminations. Financial income and expense and income taxes are not
attributable to the performance of the segments as they do not fall under the scope of their operational
responsibilities.
Adjusted operating income/(loss) is the measure used by the chief operating decision maker to assess
performance, allocate resources to the Company's operating segments and to view operating trends, perform
analytical comparisons and benchmark performance between periods and among the segments. Adjusted
operating income/(loss) excludes from Net profit/(loss) from continuing operations adjustments comprising
restructuring and other termination costs, impairments, asset write-offs, disposals of investments and unusual
operating income/(expense) that are considered rare or discrete events and are infrequent in nature, as
inclusion of such items is not considered to be indicative of the Company's ongoing operating performance, and
also excludes Net financial expenses/(income) and Tax expense/(benefit).
Unusual operating income/(expense) are impacts from strategic decisions as well as events considered rare or
discrete and infrequent in nature, as inclusion of such items is not considered to be indicative of the Company's
ongoing operating performance. Unusual operating income/(expense) includes, but may not be limited to:
•Impacts from strategic decisions to rationalize Stellantis’ core operations;
•Facility-related costs stemming from Stellantis’ plans to match production capacity and cost structure to
market demand; and
•Convergence and integration costs directly related to significant acquisitions or mergers.
See below for a reconciliation of Net profit from continuing operations, which is the most directly comparable
measure included in our Consolidated Income Statement, to Adjusted operating income. Operating assets are
not included in the data reviewed by the chief operating decision maker, and as a result and as permitted by
IFRS 8, the related information is not provided.
With effect from January 1, 2026, our Maserati reportable segment will be eliminated and Maserati shipments
and sales will be reported by geographic area consistently with our other brands in that transactions will be
treated on a “where sold” basis. This reflects the way that our chief operating decision maker will review and
assess performance. This note is presented on the basis of segments effective until December 31, 2025, and
therefore does not reflect the revised segments effective from January 1, 2026.
316
2025, 2024 and 2023:
2025 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Unallocated items & eliminations | Stellantis | |||||||||
(€ million) | ||||||||||||||||||
Net revenues from external customers | ||||||||||||||||||
Net revenues from transactions with other segments | ( | — | ||||||||||||||||
Net revenues | ( | |||||||||||||||||
Net profit/(loss) | ( | |||||||||||||||||
Tax expense/(benefit) | ( | |||||||||||||||||
Net financial expenses/ (income) | ||||||||||||||||||
Operating income/(loss) | ( | |||||||||||||||||
Adjustments: | ||||||||||||||||||
Restructuring and other costs, net of reversals(1) | ( | |||||||||||||||||
Takata airbags recall campaign(2) | ||||||||||||||||||
Platform impairments(3) | ||||||||||||||||||
Costs related to product plan realignments and program cancellations(4) | ||||||||||||||||||
Other Impairments(5) | ||||||||||||||||||
Battery JVs(6) | ||||||||||||||||||
Hydrogen fuel cell program discontinuation(7) | ||||||||||||||||||
CAFE penalty rate(8) | ||||||||||||||||||
Stellantis Türkiye disposal(9) | ||||||||||||||||||
Change in estimate for contractual warranties(10) | ||||||||||||||||||
Other(11) | ( | ( | ( | |||||||||||||||
Total adjustments | ( | ( | ||||||||||||||||
Adjusted operating income/ (loss) | ( | ( | ( | ( | ( | ( | ||||||||||||
Share of profit/(loss) of equity method investees | ( | ( | ( | ( | ||||||||||||||
(1) Primarily related to workforce reductions, mainly in Enlarged Europe
(2) Related to stop-drive campaign on certain vehicles in Enlarged Europe announced in June 2025
(3) Primarily as a result of reduced volumes and profitability expectations, platforms were impaired in North America for €5,700 million,
Maserati for €613 million and in Enlarged Europe for €270 million
(4) Primarily related to costs incurred as result of product plan realignments and program cancellations
(5) Impairment in Other activities is related the Free2Move business, the other impairments in Enlarged Europe relate to write downs of
assets on classification to held for sale as well as the impairment of a prepayment to a supplier, which is not expected to be recoverable
(6) Related to steps of rationalizing battery manufacturing capacity
(7) During the year ended December 31, 2025, Stellantis decided to discontinue its hydrogen fuel cell strategy. As a result, the following
items have been impaired: (i) investment in Symbio (€324 million), (ii) loans granted to Symbio (€146 million), (iii) capitalized development
expenditures and property, plant and equipment related to fuel cells (€341 million), (iv) in addition, provisions for risks were recognized
(€210 million) and (v) other expenses (€73 million)
(8) As a result of the elimination of CAFE fines with the enactment of OBBB, the Company recognized a net expense of €97 million,
comprised of net €172 million of CAFE credits recognized as a reduction of Cost of revenues, which remains included in Adjusted
operating income as these amounts reduced prior year CAFE fines, and a net expense of €269 million, which is excluded from AOI and
comprised of (i) elimination of the CAFE provision of €844 million, (ii) impairment of the regulatory credit assets of €609 million, and (iii)
onerous contracts related to contractual purchase commitments for CAFE credits of €504 million
(9) Sale of Stellantis Türkiye to the Company’s joint venture, Tofas, for which the Company recognized an estimated loss on disposal of
€246 million, driven primarily by the recycling of the cumulative translation reserve from Equity to the Consolidated Income Statement
upon disposal
(10) Related to the change in estimate for contractual warranty provisions, resulting from the reassessment of the estimation process,
taking into account recent increases in cost inflation and a deterioration in quality, as a result of operational choices, which did not deliver
the expected quality performance
317
(11) Comprised primarily of (i) adjustments to costs previously recognized to support the workforce during the transformation of certain
plants in North America, (ii) gains/(losses) recognized on the disposal of non-significant entities and on dilution of certain of our equity
method investees, including Archer
For a description of platform impairments, costs related to product plan realignments and program
cancellations, rationalization of our battery manufacturing capacity, the discontinuation of our hydrogen fuel cell
development program, refer to Note 2, Basis of preparation - Strategic plan undergoing reassessment for
additional information. For details on change in estimate for contractual warranty provisions, refer to Note 21,
Provisions for additional information.
2024 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Unallocated items & eliminations | Stellantis | |||||||||
(€ million) | ||||||||||||||||||
Net revenues from external customers | ||||||||||||||||||
Net revenues from transactions with other segments | ( | ( | ( | — | ||||||||||||||
Net revenues | ( | |||||||||||||||||
Net profit/(loss) | ||||||||||||||||||
Tax expense/(benefit) | ( | |||||||||||||||||
Net financial expenses/ (income) | ( | |||||||||||||||||
Operating income/(loss) | ||||||||||||||||||
Adjustments: | ||||||||||||||||||
Restructuring and other costs, net of reversals(1) | ||||||||||||||||||
Impairment expense and supplier obligations(2) | ||||||||||||||||||
Takata recall campaign(3) | ||||||||||||||||||
Lifetime onerous contracts(4) | ||||||||||||||||||
Other(5) | ( | ( | ||||||||||||||||
Total adjustments | ||||||||||||||||||
Adjusted operating income | ( | ( | ( | |||||||||||||||
Share of profit/(loss) of equity method investees | ( | ( | ( | ( | ||||||||||||||
(1) Primarily related to workforce reductions, mainly in Enlarged Europe and North America
(2) Primarily related to (i) €1,063 million of impairments of certain platform assets in Maserati and Enlarged Europe, net of reversal, driven
by projected decreases in margins for certain models and the cancellation of certain projects prior to launch, (ii) €230 million of provisions
accrued for supplier obligations, relating to projects in development which were cancelled prior to launch (and for which the related
capitalized R&D was impaired under (i) above), and (iii) €514 million of goodwill impairments related to the Maserati segment
(3) Extension of Takata airbags recall campaign
(4) Provision primarily related to lifetime service contracts sold in North America prior to the merger determined to be onerous during 2024
(5) Consisting of other adjustments which are individually insignificant
318
2023 | North America | Enlarged Europe | Middle East & Africa | South America | China and India & Asia Pacific | Maserati | Other activities | Unallocated items & eliminations | Stellantis | |||||||||
(€ million) | ||||||||||||||||||
Net revenues from external customers | ( | |||||||||||||||||
Net revenues from transactions with other segments | ( | ( | — | |||||||||||||||
Net revenues | ( | |||||||||||||||||
Net profit/(loss) | ||||||||||||||||||
Tax expense/(benefit) | ||||||||||||||||||
Net financial expenses/(income) | ( | |||||||||||||||||
Operating income/(loss) | ||||||||||||||||||
Adjustments: | ||||||||||||||||||
Restructuring and other costs, net of reversals(1) | ||||||||||||||||||
Collective agreements related costs(2) | ||||||||||||||||||
Argentina currency devaluation(3) | ||||||||||||||||||
Impairment expense and supplier obligations(4) | ||||||||||||||||||
Reorganization of financial services(5) | ||||||||||||||||||
Takata recall campaign | ( | ( | ||||||||||||||||
Patents litigation(6) | ( | ( | ( | ( | ||||||||||||||
Gains on disposal of equity investments and other assets(7) | ( | ( | ( | ( | ( | |||||||||||||
Other(8) | ( | ( | ( | |||||||||||||||
Total adjustments | ||||||||||||||||||
Adjusted operating income | ( | ( | ||||||||||||||||
Share of profit/(loss) of equity method investees | ( | ( | ||||||||||||||||
(1) Primarily related to workforce reductions and includes €243 million relating to the new collective bargaining agreements in North
America
(2) Primarily related to past service costs arising from employee benefit plan amendments related to the new collective bargaining
agreements in North America. Total cost of €671 million is comprised of €243 million in Restructuring and other costs, net of reversals and
€428 million in Collective bargaining agreements costs. Refer to Note 27, Guarantees granted, commitments and contingent liabilities for
additional information
(3) Impact of the December 2023 devaluation of the Argentine Peso from the new government's economic policies, comprised of
€(197 ) million in Net revenues, €(147 ) million in Cost of revenues, and €42 million in Selling, general and other costs
(4) Related to impairments, mainly impairment of research and development assets in China and India & Asia Pacific, and impairment of
certain platform assets in Enlarged Europe
(5) Net costs associated with the reorganization of our financial services activities in Europe
(6) Reversal of provisions related to litigation by certain patent owners related to the use of certain technologies in prior periods
(7) Mainly related to gains on disposals of investments and of fixed assets
(8) Consisting of other adjustments which are individually non-significant
319
Information about geographical area
post-employment benefits assets) attributed to certain geographic areas:
At December 31, | ||||
(€ million) | 2025 | 2024 | ||
North America(1) | ||||
France | ||||
Italy | ||||
Germany | ||||
Brazil | ||||
Spain | ||||
United Kingdom | ||||
Poland | ||||
Slovakia | ||||
Serbia | ||||
Other countries(2) | ||||
Total Non-current assets (other than financial instruments, deferred tax assets and post-employment benefits assets) | ||||
(1) Refers to the geographical area and not our North America reporting segment
(2) Includes the Netherlands, amounts here are individually immaterial
31. | Explanatory notes to the Consolidated Statement of Cash Flows |
Non-cash items
For the year ended December 31, 2025, non-cash items of €20,806 million primarily included: (i) €6,981 million
for depreciation and amortization expense, (ii) €10,797 million in other non-cash items of which €10,175 million
was attributable to impairments of tangible and intangible assets, (iii) €1,271 million in share of net losses of
equity method investees, and (iv) €1,757 million losses on disposal of equity investments and other assets.
For the year ended December 31, 2024, non-cash items of €9,167 million primarily included: (i) €7,226 million for
depreciation and amortization expense, and (ii) €1,927 million in other non-cash items mainly referred to
impairments.
For the year ended December 31, 2023, non-cash items of €7,606 million primarily included: (i) €7,549 million for
depreciation and amortization expense, (ii) €720 million in other non-cash items mainly referred to impairments
and hyperinflation impacts, partially offset by (iii) €468 million losses on share of equity method investees, and
(iv) €195 million gains on disposal of equity investments and other assets.
Operating activities
For the year ended December 31, 2025, net cash used in operating activities amounted to €4,650 million. This
primarily reflected the loss before taxes of €26,605 million adjusted for the following items:
•Non-cash items of €20,806 million (as described above);
320
•Net increase in provisions of €11,330 million, primarily due to accruals as a result of (i) change in estimate for
contractual warranties and (ii) the estimated costs related to cancelled programs (refer to Note 21, Provisions
for additional information), partially offset by (iii) the decrease of risk provisions in North America relating to
regulatory matters (refer to Note 10, Other intangible assets for additional information);
•Increase in receivables from financing activities of €4,867 million, which was mainly attributable to financial
services activities in North America and South America;
•Increase in carrying amount of leased vehicles of €5,379 million related to the financial services activity in
North America; and
•A net cash absorption of €7 million in working capital, refer to Note 15, Working capital for additional
information.
For the year ended December 31, 2024, net cash from operating activities of €1,535 million. This primarily
reflected the profit before taxes of €4,032 million adjusted for the following items:
•Non-cash items of €9,167 million (as described above);
•Increase in receivables from financing activities of €3,455 million, which was mainly attributable to increased
retail and dealer financing in North and South America;
•Net increase in provisions of €1,779 million, mainly attributable to commercial risks in North America,
restructuring and other risks;
•Negative effect of the change in carrying amount of leased vehicles of €3,885 million related to the financial
services activity in North America; and
•A net absorption of €3,646 million in working capital, which was mainly due to:
•Decrease of €4,007 million in trade payables, primarily reflecting lower production volumes in Enlarged
Europe and North America;
•Decrease of €1,057 million in other payables net of other receivables primarily related to a decrease in tax
payables net of tax receivables and to a decrease in payables to personnel, partially offset by
•Decrease of €786 million in trade receivables primarily due to lower volumes; and
•Decrease of €632 million in inventories mostly driven by reduction in new vehicles stock in Enlarged Europe
due to lower production which is partially offset by an increase in used cars and manufacturing supplies,
For the year ended December 31, 2023, net cash from operating activities amounted to €17,954 million. This
primarily reflected the profit before taxes of €22,418 million adjusted by the following items:
•Non-cash items of €7,606 million (as described above);
•Increase in receivables from financing activities of €3,586 million, which was mainly attributable to increased
retail and dealer financing of SFS U.S. and dealer financing in Brazil;
•Increase in provisions of €2,460 million, mainly attributable to sales incentives in North America and Enlarged
Europe; and
•A net absorption of €6,860 million in working capital, which was mainly due to:
• Increase of €4,388 million in inventories mostly driven by new vehicles reflecting a stabilization following a
2020-2022 period characterized by significant supply constraints and additional raw materials inventories to
secure production;
321
•Increase of €2,249 million in trade receivables primarily due to the ongoing plan of factoring reduction,:
•Decrease of €1,281 million in other payables net of other receivables and partially offset by; and
•Increase of €1,058 million in trade payables, primarily reflecting inventories increase.
Investing activities
For the year ended December 31, 2025, net cash used in investing activities of €5,897 million was primarily the
result of (1) €7,987 million of investment in property, plant and equipment and intangible assets, including
€3,240 million of capitalized development expenditures, (2) €(1,155 ) million decrease in payables related to the
investments in properties, plant and equipment and intangible assets, (3) acquisitions of consolidated
subsidiaries, equity method investments and other investments for €425 million primarily relating to (i) the capital
injections to joint ventures and associates for the total of €104 million, and (ii) €321 million in acquisitions of
consolidated subsidiaries and equity method investments. This is partially offset by: (1) a decrease in securities
of €2,856 million primarily attributable to reduction of government bonds in portfolios in North America and
Enlarged Europe, (2) the disposal of property, plant and equipment of €229 million, (3) a decrease in loans to
joint ventures and associates of €91 million, and (4) disposal of investments in subsidiaries and associates of
€485 million.
For the year ended December 31, 2024, net cash used in investing activities of €10,105 million was primarily the
result of (1) €11,060 million of investment in property, plant and equipment and intangible assets, including
€3,922 million of capitalized development expenditures, partially offset by €223 million increase in payables
related to the investments in properties, plant and equipment and intangible assets, ((2) acquisitions of
subsidiaries and equity method investments for €1,652 million primarily relating to (i) the capital injections to joint
ventures and associates for the total of €1,267 million, and (ii) acquisitions relating to Comercial Automotiva S.A.,
Groupe 2L Logistics, Punch Powertrain E-Transmission N.V. (“PPET”) and Sopriam for the total gross amount of
€388 million, (3) an increase in loans to joint ventures and associates of €696 million. This is partially offset by:
(1) the decrease in securities of €2,422 million primarily attributable to reduction of investments in Enlarged
Europe and North America, (2) the disposal of property, plant and equipment of €365 million, and (3)
investments in subsidiaries and associates of €261 million.
For the year ended December 31, 2023, net cash used in investing activities of €14,215 million was primarily the
result of (1) €10,193 million of investment in property, plant and equipment and intangible assets, including
€4,184 million of capitalized development expenditures, partially offset by €1,068 million increase in payables
related to the investments in properties, plant and equipment and intangible assets, (2) the increase in securities
of €2,754 million primarily attributable to the investment in marketable debt securities by our central treasury
companies, (3) acquisitions of subsidiaries and equity method investments for €3,885 million primarily relating to
(i) the investment in Leapmotor for €1,419 million, (ii) the capital contributions to StarPlus, NextStar, Symbio,
PPET and Punch Powertrain PSA e-transmissions Assembly SAS for total €1,222 million, (iii) the capital
contributions to and acquisitions of financial services entities for €263 million, (iv) acquisition of ownership in
South American companies, primarily in raw materials and renewable energy for €603 million, partially offset by
the disposal of property, plant and equipment of €533 million and of investments in subsidiaries and associates
of €1,457 million, including the net proceeds from the disposal of FCA Bank for €1,090 million, and (4) an
increase in loans to joint ventures and associates of €248 million.
322
Financing activities
For the year ended December 31, 2025, net cash from financing activities of €7,574 million resulted primarily
from (1) the net increase in long-term debt of €9,038 million including (i) the issuance of bonds for €5,266 million
which are partially offset by repayment of bonds at maturity for €650 million, (ii) new long-term debt for €8,928
million primarily related to the funding of SFS U.S., partially offset by repayments for €4,506 million, (2) the
distribution of dividends to shareholders of €1,959 million, and (3) the changes in short-term debt and other
financial assets and liabilities for positive €451 million.
For the year ended December 31, 2024, net cash used in financing activities of €1,343 million resulted primarily
from (1) the net increase in long-term debt of €4,644 million including (i) the issuance of bonds for €2,750 million
which are partially offset by repayment of bonds at maturity for €1,950 million, (ii) new long-term debt for
€10,365 million primarily related to the funding of SFS U.S., partially offset by repayments for €6,521 million, (2)
the distribution of dividends to shareholders of €4,651 million, (3) the purchase of treasury shares for €3,000
million as a result of the share buyback program (refer to Note 28, Equity for additional information), and (4) the
changes in short-term debt and other financial assets and liabilities for positive €1,575 million.
For the year ended December 31, 2023, net cash used in financing activities of €5,501 million resulted primarily
from (1) the net decrease in long-term debt of €214 million including (i) the repayment of bonds at maturity for
€3,277 million which are partially offset by the issuance of bonds for €2,500 million, (ii) new long-term debt for
€1,668 million, partially offset by repayments for €1,105 million, (2) the distribution of dividends to shareholders
of €4,208 million, (3) the purchase of treasury shares for €2,434 million as a result of the share buyback program
for €1,500 million and the purchase of a portion of the shares held by Dongfeng for €934 million (refer to Note
28, Equity for additional information), and (4) the changes in short-term debt and other financial assets and
liabilities for positive €1,273 million.
2025 and 2024:
Years ended December 31, | ||||
(€ million) | 2025 | 2024 | ||
Total Debt at January 1 | ||||
Add: Derivative (assets)/liabilities and collateral at January 1 | ( | ( | ||
Total Liabilities from financing activities at January 1 | ||||
Cash flows(1) | ||||
Foreign exchange effects | ( | |||
Fair value changes | ||||
Changes in scope of consolidation | ||||
Transfer to (assets)/liabilities held for sale | ( | ( | ||
Other changes | ||||
Total Liabilities from financing activities at December 31 | ||||
Less: Derivative (assets)/liabilities and collateral at December 31(2) | ( | ( | ||
Total Debt at December 31 | ||||
The table above reflects the reclassified 2024 amounts resulting from the adjustments to the cash flow statement, which have been
described in Note 2, Basis of preparation. No additional changes were made other than those already described in Note 2, Basis of
preparation
323
(1) Includes the lines (a) Changes in short-term debt and other financial assets and liabilities, (b) Gross outflows in repayments of long-
term debt and (c) Proceeds from issuances of long-term debt. Refer to the Consolidated Statement of Cash Flows for additional
information
(2) Includes the lines (a) Collateral deposits measured at fair value through profit or loss, and (b) Derivative financial assets. Refer to Note
13, Financial assets for additional information, and c) Other non-current financial liabilities, and (d) Other current financial liabilities. Refer
to Note 17, Derivative financial and operating assets and liabilities for additional information
Amounts relating to IFRS 16 recognized in the Consolidated Statement of Cash Flows
During the years ended December 31, 2025, 2024 and 2023, the total cash outflow for leases recognized in
accordance with IFRS 16 was €951 million, €938 million and €757 million, respectively, of which €867 million,
€874 million and €693 million, respectively, related to cash payments for the principal portion of lease liabilities
(recognized within Cash flows from financing activities in the Consolidated Statement of cash flows) and €84
million, €64 million and €64 million, respectively, related to cash payments for interest expense related to lease
liabilities (recognized within Cash flows from operating activities in the Consolidated Statement of cash flows).
Interest expense paid
During the years ended December 31, 2025, 2024 and 2023, the Company paid interest of €2,245 million and
received interest of €2,556 million, €1,549 million and €2,716 million, €1,126 million and €2,917 million,
respectively. These amounts are mainly recognized within Cash flows from operating activities in the
Consolidated Statement of Cash Flows. Amounts indicated are also inclusive of interest rate differentials paid or
received on interest rate derivatives.
32. | Qualitative and quantitative information on financial risks |
The Company is exposed to the following financial risks connected with its operations:
•credit risk, principally arising from its normal commercial relations with final customers and dealers, and its
financing activities;
•liquidity risk, with particular reference to the availability of funds and access to the credit market and to
financial instruments in general; and
•financial market risk (primarily relating to exchange rates, interest rates and commodity prices), since the
Company operates at an international level in different currencies, uses financial instruments which generate
interest and is exposed to the risk of changes in the price of certain commodities which are used in the
production processes.
These risks could significantly affect the Company’s financial position and results and for this reason, the
Company systematically identifies and monitors these risks in order to detect potential negative effects in
advance and takes the necessary actions to mitigate them, primarily through its operating and financing
activities and if required, through the use of derivative financial instruments in accordance with established risk
management policies.
Financial instruments held by the funds that manage the Company’s pension plan assets are not included in this
analysis (refer to Note 20, Employee benefits liabilities for additional information).
The following section provides qualitative and quantitative disclosures on the effect that these risks could have
upon the Company. The quantitative data reported in the following does not have any predictive value, in
particular the sensitivity analysis on finance market risks does not reflect the complexity of the market or the
reaction which may result from any changes that were assumed to take place.
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Credit risk
Overall, the credit risk regarding the Company’s trade receivables and receivables from financing activities is
concentrated mainly in North America, Enlarged Europe and South America.
The maximum credit risk to which the Company is potentially exposed at December 31, 2025 is represented by
the carrying amounts of financial assets in the financial statements discussed in Note 16, Trade receivables,
other assets, prepaid expenses and Tax receivables and the nominal value of the guarantees provided on
liabilities and commitments to third parties discussed in Note 27, Guarantees granted, commitments and
contingent liabilities.
In addition, the Company is exposed to credit risk in relation to the investment of cash and to transactions with
derivatives counterparties, as disclosed in Note 17, Derivative financial and operating assets and liabilities and
in Note 18, Cash and cash equivalents.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each
counterparty. The Company monitors these exposures and established credit lines with single or homogeneous
categories of counterparties.
Dealers and final customers for which the Company provides financing are subject to specific assessments of
their creditworthiness under a detailed scoring system. To mitigate this risk, the Company could obtain financial
and non-financial guarantees. These guarantees are further strengthened where possible by reserve of title
clauses on financed vehicle sales to the sales network made by the Company financial service companies and
on vehicles assigned under finance and operating lease agreements.
For further information regarding the exposure to credit risk and ECLs of Trade receivables, other receivables
and financial receivables at December 31, 2025 and 2024, refer to Note 16, Trade receivables, other assets,
prepaid expenses and tax receivables.
The Company differentiates Cash investments with primary bank counterparties and high rated liquid financial
instruments. The investments are actively managed and constantly monitored, in compliance with policies that
establish limits of concentration and duration, taking into account the creditworthiness of the counterparties and
of the various countries in which the cash is invested. The policies also define limits in the operations with
Derivatives counterparties. Even though the Company’s current securities and Cash and cash equivalents
consist of balances spread across various primary national and international banking institutions and money
market funds that were measured at fair value, there was no exposure to sovereign debt securities at December
31, 2025 and 2024 which could lead to significant risk of repayment.
Liquidity risk
Liquidity risk represents the risk the Company is unable to obtain the funds needed to carry out its operations
and meet its obligations. Any actual or perceived limitations on the Company’s liquidity could affect the ability of
counterparties to do business with the Company or may require additional amounts of cash and cash
equivalents to be allocated as collateral for outstanding obligations.
The continuation of challenging economic conditions in the markets in which the Company operates and the
uncertainties that characterize the financial markets, necessitate special attention to the management of liquidity
risk. In that sense, measures taken to generate funds through operations and to maintain a conservative level of
available liquidity are important factors for ensuring operational flexibility and addressing strategic challenges
over the next few years.
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The main factors that determined the Company’s liquidity situation are the funds generated by or used in
operating and investing activities, the debt lending period and its renewal features or the liquidity of the funds
employed and market terms and conditions.
The Company adopted a series of policies and procedures whose purpose was to optimize the management of
funds and to reduce liquidity risk as follows:
•centralizing the management of receipts and payments where it may be economical in the context of the local
civil, currency and fiscal regulations of the countries in which the Company was present;
•maintaining a conservative level of available liquidity;
•diversifying the means by which funds were obtained and maintaining a continuous and active presence in the
capital markets;
•obtaining adequate credit lines; and
•monitoring future liquidity on the basis of business planning.
The Company manages liquidity risk by monitoring cash flows and keeping an adequate level of funds at its
disposal. The operating cash management and liquidity investment of the Company are centrally coordinated in
the Company’s treasury function, with the objective of ensuring effective and efficient management of the
Company’s funds. The Company’s treasury companies obtain funds in the financial markets from various funding
sources.
Certain notes issued by the Company and its treasury subsidiaries include covenants which could be affected
by circumstances related to certain subsidiaries; in particular, there are cross-default clauses which could
accelerate repayments in the event that such subsidiaries fail to pay certain of their debt obligations.
Refer to Note 16, Trade receivables, other assets, prepaid expenses and Tax receivables, Note 24, Other
liabilities and Note 22, Debt for additional information on the repayment structure of the Company’s financial
assets and liabilities. Refer to Note 17, Derivative financial and operating assets and liabilities for additional
information on the repayment structure of derivative financial instruments.
December 31, 2025 and 2024 and excludes off balance sheet commitments which are disclosed in Note 27,
Guarantees granted, commitments and contingent liabilities:
At December 31, 2025 | ||||||||||
Payments due by period | ||||||||||
(€ million) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||
Debt(1) | ||||||||||
Notes | ||||||||||
Borrowings from banks | ||||||||||
Asset-backed financing | ||||||||||
Other debt | ||||||||||
Interest on Debt(2) | ||||||||||
Lease liabilities(3) | ||||||||||
Trade payables | ||||||||||
Derivative (assets)/liabilities | ( | ( | ( | ( | ||||||
Total | ||||||||||
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At December 31, 2024 | ||||||||||
Payments due by period | ||||||||||
(€ million) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||
Debt(1) | ||||||||||
Notes | ||||||||||
Borrowings from banks | ||||||||||
Asset-backed financing | ||||||||||
Other debt | ||||||||||
Interest on Debt(2) | ||||||||||
Lease liabilities(3) | ||||||||||
Trade payable | ||||||||||
Derivative (assets)/liabilities | ( | ( | ||||||||
Total | ||||||||||
(1) Amounts presented related to the principal amounts of debt exclude the related interest expense that would be paid when due, fair
value adjustments, discounts, premiums and loan origination fees. For additional information see Note 22, Debt, within the Consolidated
Financial Statements included elsewhere in this report
(2) Amounts include interest payments based on contractual terms and current interest rates on debt. Interest rates based on variable
rates included above were determined using the current interest rates in effect at December 31, 2025 and 2024
(3) Lease liabilities consisted mainly of industrial buildings and plant, machinery and equipment used in Stellantis’ business. The amounts
reported include all future cash outflows included in the undiscounted lease liabilities. See Note 22, Debt, within the Consolidated
Financial Statements included elsewhere in this report
Financial market risks
Due to the nature of the Company’s business, the Company is exposed to a variety of market risks, primarily
foreign currency exchange rate risk, interest rate risk and commodity price risk.
The Company’s exposure to foreign currency exchange rate risk arises both in connection with the geographical
distribution of the Company’s industrial activities compared to the markets in which it sells its products, and in
relation to the use of external borrowing denominated in foreign currencies.
The Company’s exposure to interest rate risk arises from the need to fund industrial and financial operating
activities and the necessity to invest surplus funds. Changes in market interest rates could have the effect of
either increasing or decreasing the Company’s Net profit, thereby indirectly affecting the costs and returns of
financing and investing transactions.
The Company’s exposure to commodity price risk arises from the risk of changes in the price of certain raw
materials (primarily base metals, commodities used in electric vehicles and Platinum Group Metals (“PGMs”),
which include platinum, palladium and rhodium) and energy used in production. Changes in the price of raw
materials could have a significant effect on the Company’s results by indirectly affecting costs and product
margins.
These risks could significantly affect the Company’s financial position and results and for this reason, these risks
were systematically identified and monitored, in order to detect potential negative effects in advance and take
the necessary actions to mitigate them, primarily through its operating and financing activities and if required,
through the use of derivative financial instruments in accordance with its established risk management policies.
327
The Company’s policies permit derivatives to be used only for managing the exposure to fluctuations in foreign
currency exchange rates and interest rates as well as commodities prices connected with future cash flows and
assets and liabilities.
The Company utilizes derivative financial instruments designated as fair value hedges mainly to hedge:
•the foreign currency exchange rate risk on financial instruments denominated in foreign currency; and
•the interest rate risk on fixed rate loans, bonds and borrowings.
The instruments used for these hedges are mainly foreign currency forward contracts, interest rate swaps and
combined interest rate and foreign currency financial instruments.
The Company uses derivative financial instruments as cash flow hedges for the purpose of pre-determining:
•the exchange rate at which forecasted transactions denominated in foreign currencies would be accounted
for;
•the interest paid on borrowings, both to match the fixed interest received on loans (customer financing
activity), and to achieve a targeted mix of floating versus fixed rate funding structured loans; and
•the price of certain commodities and components.
The foreign currency exchange rate exposure on forecasted commercial flows is hedged by foreign currency
swaps, forward contracts and foreign currency options. Interest rate exposures are usually hedged by interest
rate swaps and, in limited cases, by forward rate agreements. Exposure to changes in the price of commodities
is generally hedged by using commodity swaps and commodity options. Counterparties to these agreements
are major financial institutions.
Refer to Note 17, Derivative financial and operating assets and liabilities for additional information on the fair
value of derivative financial instruments held at the balance sheet date.
Quantitative information on foreign currency exchange rate risk
The Company is exposed to risk resulting from changes in foreign currency exchange rates, which could affect
its earnings and equity. Where a Stellantis company incurred costs in a currency different from that of its
revenues, any change in exchange rates could affect the operating results of that company; the principal
exchange rates to which the Company is exposed are:
•EUR/GBP, relating to sales in the UK of vehicles produced in the Euro zone;
•CNY and JPY in relation to costs paid to Chinese and Japanese suppliers net of sales in China and Japan
respectively originating from European and North America entities;
•U.S.$/CAD and U.S.$/MXP, primarily relating to sales in Canada and Mexico of produced vehicles, net of local
cost and import in U.S. of Canadian produced vehicles;
•EUR/U.S.$, relating to sales and purchases (mainly linked to commodity) in U.S.$ made by European entities
and to sales and purchases in Euro made by U.S. entities;
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•TRY in relation to sales in Turkish market;
•PLN, linked to sales in Poland market, net of manufacturing costs incurred in the country; and
•U.S.$/BRL and EUR/BRL, relating to Brazilian manufacturing operations and the related import and export
flows.
The Company’s policy is to use derivative financial instruments to hedge a percentage of certain exposures
subject to foreign currency exchange rate risk for the upcoming twenty-four months (including such risk before
or beyond that date where it is deemed appropriate in relation to the characteristics of the business) and to
hedge the exposure resulting from firm commitments unless not deemed appropriate.
The Stellantis entities could have trade receivables or payables denominated in a currency different from their
respective functional currency. In addition, in a limited number of cases, it could be convenient from an
economic point of view, or it could be required under local market conditions, for the Stellantis entities to obtain
financing or invest funds in a currency different from their respective functional currency, e.g. Argentinian
industrial companies (with U.S.$ as functional currency) invest a significant amount of cash denominated in
Argentine Pesos. Changes in exchange rates could result in exchange gains or losses arising from these
situations. The Company’s policy is to hedge, whenever deemed appropriate, the exposure resulting from
receivables, payables, cash and securities denominated in foreign currencies different from the respective
Stellantis entity’s functional currency.
Certain of the Stellantis entities are located in countries which are outside of the Eurozone, primarily the U.S.,
Brazil, Canada, Poland, Serbia, Mexico, Argentina, India and China. As the Company's reporting currency is the
Euro, the income statements of those entities that have a reporting currency other than the Euro are translated
into Euro using the average exchange rate for the period, except for entities that operate in hyperinflationary
economies (Argentina) for which the income statements are translated into Euro using the spot rate at the end of
the period. In addition, the assets and liabilities of those consolidated entities are translated into Euro at the
period-end foreign exchange rate. The effects of these changes in foreign exchange rates are recognized
directly in the Cumulative translation adjustments reserve included in Other comprehensive income. Changes in
exchange rates could lead to effects on the translated balances of revenues, costs and assets and liabilities
reported in Euro, even when corresponding items are unchanged in the respective local currency of these
entities.
The Company monitors its principal exposure to conversion exchange risk and, in certain circumstances, enters
into derivatives for the purpose of hedging the specific risk.
The potential loss in fair value of derivative financial instruments held for foreign currency exchange rate risk
management (currency swaps/forwards) at December 31, 2025 resulting from a 10 percent change in the
exchange rates would have been approximately €633 million in the Other comprehensive income (mainly driven
by the foreign exchange hedges related to the sales in GBP and in CAD and related to costs in CNY) and
€369 million on Consolidated Income Statement.
This analysis assumes that a hypothetical, unfavorable 10 percent change in exchange rates as at year-end is
applied in the measurement of the fair value of derivative financial instruments.
Receivables, payables and future trade flows whose hedging transactions have been analyzed were not
included in this analysis. It is reasonable to assume that changes in market exchange rates would produce the
opposite effect, of an equal or greater amount, on the underlying transactions that have been hedged.
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Quantitative information on interest rate risk
The Company makes use of external borrowings and invests in monetary and financial market instruments. In
addition, the Company sells receivables resulting from their trading activities on a continuing basis. Changes in
market interest rates could affect the cost of the various forms of financing, including the sale of receivables, or
the return on investments and the employment of funds, thus negatively impacting the net financial expenses
incurred by the Company.
In addition, the financial services companies provide loans (mainly to customers and dealers), financing
themselves using various forms of direct debt or asset-backed financing (e.g. factoring of receivables or
securitizations). Where the characteristics of the variability of the interest rate applied to loans granted differ from
those of the variability of the cost of the financing obtained, changes in the current level of interest rates could
affect the operating result of those entities and the Company as a whole.
In order to manage these risks, the Company uses interest rate derivative financial instruments, mainly interest
rate swaps and forward rate agreements, when available in the market, with the objective of mitigating, under
economically acceptable conditions, the potential variability of interest rates on the Company's Net profit.
In assessing the potential impact of changes in interest rates, the Company segregated fixed rate financial
instruments (for which the impact was assessed in terms of fair value) from floating rate and short term financial
instruments (for which the impact was assessed in terms of cash flows).
The fixed rate financial instruments used by the Company consisted principally of part of the portfolio of the
financial services companies (primarily customer financing and financial leases) and part of debt (including
subsidized loans and notes). These instruments are measured at amortized cost and changes in market interest
rates for these instruments do not affect Net profit or Equity.
Certain financial securities are accounted for at FVPL. The impact of an unfavorable 50 basis points change in
interest rate levels would result in increase in financial expenses of €9 million due to the change in fair values of
these securities.
The Company entered in certain derivatives in order to manage interest rate risk on underlying debt exposures.
An unfavorable 50 basis points change in interest rates level applied to the interest rate derivatives outstanding
at December 31, 2025 would have an impact of €30 million on financial expense. It is expected that this impact
will be offset by an equivalent gain on the underlying debt exposures.
In addition, financial services companies use derivatives in order to hedge the interest rate risk arising from the
mismatch between financial receivables and related funding. A 50 basis points change in interest rates level
applied to the interest rate derivatives outstanding at December 31, 2025 would have a negative impact of
€32 million in Other comprehensive income.
Floating rate financial instruments consisted principally of cash and cash equivalents, loans provided by the
financial services companies to the sales network and part of debt. The effect of the sale of receivables was also
considered in the sensitivity analysis.
A hypothetical 50 basis points change in short-term interest rates at December 31, 2025, applied to floating rate
or short term maturity financial assets and liabilities, operations for the sale of receivables and derivative
financial instruments, would result in increased net financial expenses, on an annual basis, of approximately
€78 million.
330
This analysis is based on the assumption that there is an unfavorable change of 50 basis points of interest rate
levels across homogeneous categories. A homogeneous category is defined on the basis of the currency in
which the financial assets and liabilities are denominated. In addition, the sensitivity analysis applied to floating
rate financial instruments assumes that cash and cash equivalents and other short-term financial assets and
liabilities which expire during the projected 12-month period will be renewed or reinvested in similar instruments,
that will reflect the hypothetical 50 basis points change in short-term interest rates.
Quantitative information on commodity price risk
The Company, in addition to supply agreements that provide protections to the price increases and supply
shortages, entered into derivative contracts for certain commodities to hedge its exposure to commodity price
risk associated with buying raw materials and energy used in its normal operations, primarily PGMs, which
include platinum, palladium and rhodium.
In connection with the commodity price derivative contracts outstanding at December 31, 2025, a hypothetical
Other comprehensive income of €136 million. Future trade flows whose hedging transactions have been
analyzed were not considered in this analysis. It is reasonable to assume that changes in commodity prices
would produce the opposite effect, of an equal or greater amount, on the underlying transactions that have been
hedged.
33. | Subsequent events |
The Company has evaluated subsequent events through February 26, 2026, which is the date the financial
statements were authorized for issuance.
On February 6, 2025, Stellantis announced that LG Energy Solution would acquire full ownership of NextStar
Energy Inc, with Stellantis selling its 49 percent equity to LG Energy Solution. The closing of this transaction is
subject to approvals and other conditions.
On February 10, 2026, Standard & Poor Global Ratings revised Stellantis’ issuer credit rating and senior
unsecured debt rating from “BBB” to “BBB-” and maintained a negative outlook.
On February 10, 2026, Moody’s Investors Service revised Stellantis’ long-term issuer rating and senior
unsecured debt rating from “Baa2” to “Baa3” and changed the outlook from negative to stable.
On February 19, 2026, the Company priced an issuance of asset‑backed notes through its indirect wholly owned
subsidiary, SFS Auto Receivables Securitization Trust 2026‑1. The notes, totaling $1.5 billion, were delivered on
February 26, 2026, at which time the Company received the related proceeds. The notes are supported by a
pool of automobile receivables and include customary structural credit enhancement feature.
In February 2026, the U.S. EPA finalized actions to rescind the 2009 Greenhouse Gas Endangerment Finding
under the Clean Air Act. The Endangerment Finding had provided the legal basis for federal regulation of
greenhouse gas emissions from motor vehicles. As of December 31, 2025, we have recognized GHG Provisions
of €345 million, and GHG-related Other intangible assets of €279 million in our Consolidated Statement of
Financial Position. We are monitoring the developments related to this ruling.
331
In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency
Economic Powers Act (“IEEPA”) were invalid. The U.S. Administration subsequently introduced new 10 percent
global tariffs beginning on February 24, 2026. Refunds of previously paid IEEPA tariffs will depend on a court-
driven process leaving the time of any recovery uncertain.
332
OTHER INFORMATION
ADDITIONAL INFORMATION FOR NETHERLANDS CORPORATE
GOVERNANCE
Dividends
Dividends will be determined in accordance with the article 29 of the Articles of Association of the Company.
The relevant provisions of the Articles of Association read as follows:
Reserves and profits
1.The company shall maintain a special capital reserve to be credited against the share premium reserve
exclusively for the purpose of facilitating any issuance or cancellation of special voting shares (the "special
capital reserve"). Without prejudice to the next sentence, no distribution shall be made from the special
capital reserve. The Board of Directors shall be authorized to resolve upon (i) any distribution out of the
special capital reserve to pay up special voting shares or (ii) re-allocation of amounts to credit or debit the
special capital reserve against or in favor of the share premium reserve.
2.The company shall maintain a separate dividend reserve for the special voting shares (the "special voting
shares dividend reserve"). The special voting shares shall not carry any entitlement to any other reserve of
the company. Distributions from the special voting shares dividend reserve shall be made exclusively to the
holders of special voting shares in proportion to the aggregate nominal value of their special voting shares.
Any distribution out of the special voting shares dividend reserve or the partial or full release of such reserve
will require a prior proposal from the Board of Directors and a subsequent resolution of the meeting of
holders of special voting shares.
3.From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of
Directors may determine.
4.The profits remaining thereafter shall first be applied to allocate and add to the special voting shares
dividend reserve an amount equal to one percent (1 percent) of the aggregate nominal value of all special
voting shares outstanding at the end of the financial year to which the annual accounts pertain. The
calculation of the amount to be allocated and added to the special voting shares dividend reserve shall
occur on a time-proportionate basis. If special voting shares are issued during the financial year to which the
allocation and addition pertains, then the amount to be allocated and added to the special voting shares
dividend reserve in respect of these newly issued special voting shares shall be calculated as from the date
on which such special voting shares were issued until the last day of the financial year concerned. The
special voting shares shall not carry any other entitlement to the profits.
5.Any profits remaining thereafter shall be at the disposal of the AGM for distribution of profits on the common
shares only, subject to the provision of Article 29.6.
6.The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that
the same is permitted.
7.The company shall only have power to make distributions to shareholders and other Persons entitled to
distributions to the extent the company's equity exceeds the sum of the paid in and called up part of the
share capital and the reserves that must be maintained pursuant to Dutch law and these Articles of
Association. No distribution of profits or other distributions may be made to the company itself for shares that
the company holds in its own share capital.
333
8.The Board of Directors, or the AGM upon a proposal of the Board of Directors, may resolve to make
distributions from the company's share premium reserve or from any other reserve (other than the special
capital reserve, to which Article 29.1 applies), provided that payments from the reserves other than the
special voting shares dividend reserve may only be made to the holders of common shares.
9.The Board of Directors may resolve to make one or more interim distributions, provided that the
requirements of Article 29.7 are duly observed as evidenced by an interim statement of assets and liabilities
as referred to in Section 2:105 paragraph 4 DCC, taking into account Article 29.4. The provisions of Articles
29.2 and 29.3 shall apply mutatis mutandis.
10.The Board of Directors, or the AGM upon a proposal of the Board of Directors, may resolve that distributions
shall be made other than in cash, including, without limitation, in the form of common shares or shares in
another listed company, provided that, in case of a distribution of common shares, the Board of Directors is
designated as the body competent to pass a resolution for the issuance of common shares in accordance
with Article 7. The Board of Directors may also resolve that distributions will be made payable either in Euro
or in another currency.
11.Distributions of profits and other distributions shall be made payable in the manner and at such date(s) and
notice thereof shall be given as the Board of Directors, or the AGM upon a proposal of the Board of Directors
shall determine.
12.Distributions of profits and other distributions, which have not been collected within five (5) years and one (1)
day after the same have become payable, shall become the property of the company.
Disclosures pursuant to Decree Article 10 EU-Directive on Takeovers
In accordance with the Dutch Decree Article 10 EU-Directive on Takeovers (Besluit artikel 10 overnamerichtlijn)
(the “Decree”), the Company makes the following disclosures:
a.For information on the capital structure of the Company, the composition of the issued share capital and the
existence of the classes of shares, please refer to Note 14, Equity to the Company Financial Statements in
this Annual Report. For information on the rights attached to the common shares, please refer to the Articles
of Association which can be found on the Company’s website. To summarize, the rights attached to common
shares comprise pre-emptive rights upon issue of common shares, the entitlement to attend the AGM and to
speak and vote at that meeting and the entitlement to distributions in accordance with the Articles of
Associations. For information on the rights attached to the special voting shares, please refer to the Articles
of Association and the Terms and Conditions for the Special Voting Shares which can both be found on the
Company’s website and more in particular to the paragraph “Loyalty Voting Structure” of this Annual Report
in the chapter “Co”. As at December 31, 2025, the issued share capital of the Company consisted of
2,903,716,295 common shares, representing approximately 77 percent of the aggregate issued share
capital, 866,522,224 Class A special voting shares and 0 Class B special voting shares, representing
approximately 0.01 percent of the aggregate issued share capital.
b.The Articles of Association do not provide for transfer restrictions for common shares but do provide for
transfer restrictions for special voting shares (Article 14).
c.For information on participations in the Company’s capital in respect of which pursuant to Sections 5:34,
5:35 and 5:43 of the Dutch Financial Supervision Acts (Wet op het financieel toezicht) notification
requirements apply, please refer to the section “Major Shareholders” of this Annual Report. There you will
find a list of Shareholders who are known to the Company to have holdings of 3 percent or more at the
stated date.
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d.No special control rights accrue to shares in the capital of the Company.
e.During 2023, 2024 and 2025, the Company launched employee-share participation programs (the "2023
ESPP", the “2024 ESPP” and the “2025 ESPP”) as mentioned in article 1 sub 1(e) of the Decree. The 2023
ESPP covered approximately 85,000 eligible employees in Italy and France, to which approximately 4.4
million additional shares were issued. Under the plan eligible employees could subscribe to Stellantis
shares, at a subscription price of €14.52 corresponding to the average of the Company’s closing share price
on the 20 trading days preceding the date of the decision setting the terms of the plan, less a 20 percent
discount. The 2024 ESPP covered more than 230,000 eligible employees in eighteen countries (Austria,
Belgium, Brazil, Canada, France, Germany, Hungary, India, Italy, Mexico, Morocco, Netherlands, Poland,
Portugal, Slovakia, Spain, United Kingdom and United States of America) to which approximately 9.7 million
additional shares were issued. Under the plan eligible employees could subscribe to Stellantis shares, at a
subscription price of €9.74 corresponding to the average of the Company’s closing share price on the 20
trading days preceding the date of the decision setting the terms of the plan, less a 20 percent discount.
The 2025 ESPP covered more than 235,000 eligible employees in 20 countries (Austria, Belgium, Brazil,
Canada, France, Germany, Hungary, India, Italy, Malaysia, Mexico, Morocco, Netherlands, Poland, Portugal,
Serbia, Slovakia, Spain, United Kingdom and United States of America) to which approximately 7.6 million
additional shares were issued. Under the plan eligible employees could subscribe to Stellantis shares, at a
subscription price of €6.52 corresponding to the average of the Company’s closing share price on the 20
trading days preceding the date of the decision setting the terms of the plan, less a 20 percent discount. For
all the plans the shares are locked up for a period of 5 years in France and Belgium, as applicable, while for
3 years in all the other countries. Employees bear the risk of fluctuations in the share price relative to the
subscription price. According to the legal or tax framework of each jurisdiction of the plan, the shares have
been issued directly to the eligible employees in Italy, Germany, Spain, United States of America and Poland
and those employees are therefore entitled to vote individually on the shares, while in France, Austria,
Belgium, Brazil, Canada, Hungary, India, Malaysia, Mexico, Morocco, Netherlands, Portugal, Serbia,
Slovakia and United Kingdom the shares issued to the eligible employees are held through a fonds commun
de placement d’entreprise (“FCPE”), a collective investment vehicle reserved to employees governed by
French law, for the benefit of the relevant employee, with the Supervisory Board of the FCPE, composed of
representatives of employees, being able to vote on these shares and the relevant employee having the
economic rights on the shares.
f.No restrictions apply to voting rights attached to shares in the capital of the Company, except for the
Maximum Voting Threshold (as defined in the Articles of Association). Please refer to the sections "Voting
Rights at General Meetings" and "Voting Limitations" of this Annual Report. There are not any deadlines for
exercising voting rights other than the final registration date for the general meetings of the Company. The
Articles of Association allow the Company to cooperate in the issuance of registered depositary receipts for
common shares, but only pursuant to a resolution to that effect of the Board of Directors. The Company is
not aware of any depository receipts having been issued for shares in its capital.
g.The Company is not aware of the existence of any agreements with Shareholders which may result in
restrictions on the transfer of shares or limitation of voting rights.
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h.The rules governing the appointment and dismissal of members of the Board of Directors are stated in the
Articles of Association. All members of the Board of Directors are appointed by the AGM, taking into account
the (binding) nomination rights set out in the Articles of Association. Please refer to the section “Nomination
Rights” of this Annual Report for more information on the (binding) nomination rights. The term of office of all
members of the Board of Directors is for a period of two years after appointment, with such a period expiring
immediately after the close of the first AGM held two years following the appointment. The initial term of Mr.
Elkann, Mr. Peugeot, and Mr. de Castries is five years, started at January 17, 2021, and ending immediately
after the close of the first AGM held after five years have lapsed since the appointment of the relevant
director. The other Directors of the current Board of Directors are appointed for a term of two years, started
at April 15, 2025 and July 18, 2025, for the non-executive directors and the Chief Executive Officer,
respectively, for all of them ending immediately after the close of the first AGM to be held in 2027. The AGM
has the power to suspend or dismiss any member of the Board of Directors at any time, taking into account
the majority requirements set out in the Articles of Association. Please refer to the section "Election and
Removal of Directors" of this Annual Report for more information on the majority requirements. An
amendment of the Articles of Association requires a resolution of the AGM following a proposal from the
Board of Directors. Such resolution requires an absolute majority of the votes cast, unless it concerns an
amendment of article 2.2 of 2.3 of the Articles of Association in which case a majority of at least two-thirds of
the votes cast is required.
i.At the AGM held on April 15, 2025, it was resolved to extend the authorizations of the Board of Directors (i)
to issue Stellantis common shares or grant rights to subscribe for such shares and (ii) to limit or exclude the
pre-emptive rights in respect of any issue of Stellantis common shares or grant of rights to subscribe for
such shares referred to under (i), as per April 15, 2025 up to and including October 14, 2026 (being the date
18 months from the date of the 2025 annual general meeting). The authorization granted during the 2025
AGM in respect of the issue of shares or the grant of rights to subscribe for such shares is limited to 10
percent of the issued common shares for general corporate purposes as per April 15, 2025, and can be
used for any and all purposes. The authorization granted during the 2025 AGM in respect of the pre-emptive
rights is limited to the percentage of the capital as referred to in the previous sentence. In the event of an
issuance of special voting shares, shareholders have no right of pre-emptions. In addition, the Company has
the authority to acquire fully paid-up shares in its own share capital, provided that such acquisition is made
for no consideration. Further rules governing the acquisition of shares by the Company in its own share
capital are set out in article 9 of the Articles of Association. In addition, the Board of Directors has been
authorized to acquire common shares in the capital of the Company, either through purchase on a stock
exchange, through a public tender offer, offer for exchange or otherwise, up to a maximum number of
shares equal to 10 percent of the Company’s issued common shares as per the date of the 2025 AGM (April
15, 2025) at a purchase price per share between, on the one hand, an amount equal to the nominal value of
the shares and, on the other hand, an amount equal to 110 percent of the market price of the shares on the
New York Stock Exchange and/or the Euronext Milan and/or Euronext Paris (as the case may be); the market
price being the average of the highest price on each of the five days of trading prior to the date on which the
acquisition is made, as shown in the Official Price List of the New York Stock Exchange and/or the Euronext
Milan and/or Euronext Paris (as the case may be), for a period of 18 months from the date of the 2025 AGM
(April 15, 2025) and therefore up to and including October 14, 2026.
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j.The Company is not a party to any significant agreements which will take effect, be altered or terminated
upon a change of control of the Company as a result of a public offer within the meaning of Section 5:70 of
the Dutch Financial Supervision Acts (Wet op het financieel toezicht), provided that some of the loan
agreements guaranteed by the Company and certain bonds guaranteed by the Company contain clauses
that, as it is customary for such financial transactions, may require early repayment or termination in the
event of a change of control of the guarantor or the borrower. In certain cases, that requirement may only be
triggered if the change of control event coincides with other conditions, such as a rating downgrade.
k.Under the terms of the Company’s Equity Incentive Plan (“EIP”) and employment agreements entered into
with certain executive officers, executives may be entitled to receive severance benefits and accelerated
vesting of awards under the EIP if, within twenty-four (24) months of a Change of Control (as defined
therein), the executive’s employment is involuntarily terminated by the Company (other than for Cause -as
defined therein-) or is terminated by the participant for Good Reason (as defined therein).
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ADDITIONAL INFORMATION FOR U.S. LISTING PURPOSES
Contractual Obligations
The following table summarizes payments due under Stellantis’ significant contractual commitments as of
December 31, 2025:
Payments due by period | ||||||||||
(€ million) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||
Long-term debt(1) | 24,525 | 2,721 | 7,165 | 5,374 | 9,265 | |||||
Interest on Long-term debt(2) | 4,243 | 861 | 1,501 | 986 | 895 | |||||
Lease liabilities(3) | 2,833 | 837 | 708 | 418 | 870 | |||||
Short-term leases and Low-value assets obligations(4) | 113 | 72 | 20 | 5 | 16 | |||||
Unconditional minimum purchase obligations(5) | 12,004 | 3,098 | 6,062 | 1,294 | 1,550 | |||||
Purchase obligations(6) | 9,005 | 6,497 | 2,270 | 135 | 103 | |||||
Pension contribution requirements(7) | 96 | 96 | — | — | — | |||||
Total | 52,819 | 14,182 | 17,726 | 8,212 | 12,699 | |||||
(1) Amounts presented related to the principal amounts of long-term debt excluding asset-backed financing transactions such as
securitizations and factoring transactions which do not meet the IFRS 9 derecognition criteria as these will be settled through collection of
the relevant secured assets. Amounts also exclude the related interest expense that would be paid when due, fair value adjustments,
discounts, premiums and loan origination fees. For additional information see Note 22, Debt, within the Consolidated Financial Statements
included elsewhere in this report
(2) Amounts included interest payments based on contractual terms and current interest rates on debt. Interest rates based on variable
rates included above were determined using the current interest rates in effect at December 31, 2025
(3) Lease liabilities consisted mainly of industrial buildings and plant, machinery and equipment used in Stellantis’ business. The amounts
reported include all future cash outflows included in the undiscounted lease liabilities. See Note 22, Debt, within the Consolidated
Financial Statements included elsewhere in this report
(4) Short-term leases and Low-value assets mainly related to leases for commercial and industrial properties, machinery and equipment
used in Stellantis’ business. The amounts reported above included the minimum rental and payment commitments due under such leases
(5) Unconditional minimum purchase obligations related to Stellantis’ unconditional purchase obligations to purchase a fixed or minimum
quantity of goods and/or services from suppliers with fixed and determinable price provisions. From time to time, in the ordinary course of
Stellantis’ business, Stellantis entered into various arrangements with key suppliers in order to establish strategic and technological
advantages
(6) Purchase obligations were comprised of (i) the repurchase price guaranteed to certain customers on sales with a buy-back
commitment in an aggregate amount of €7,011 million, (ii) commitments to purchase tangible fixed assets, mainly in connection with
planned capital expenditure of various Stellantis companies, in an aggregate amount of approximately €1,563 million, (iii) commitments to
purchase intangible assets for an aggregate amount of approximately €368 million, and (iv) commitments for equity securities of
€63 million
(7) Pension contribution requirements were based on the estimate of Stellantis’ minimum funding requirements under Stellantis’ funded
pension plans. Stellantis could elect to make contributions in excess of the minimum funding requirements. Stellantis contributions to
pension plans for 2026 are expected to be €96 million. Of this amount, €51 million relates to the U.S. and Canada, with €42 million being
mandatory contributions and €9 million discretionary contributions, and €15 million relates to Germany. Stellantis’ minimum funding
requirements after 2026 would depend on several factors, including investment performance and interest rates. Therefore, the above
excluded payments beyond 2026, since Stellantis could not predict with reasonable reliability the timing and amounts of future minimum
funding requirements. Refer to Note 20, Employee benefits liabilities, within the Consolidated Financial Statements included elsewhere in
this report for expected benefit payments for Stellantis’ pension plans and for Stellantis’ unfunded health care and life insurance plans
338
Product warranties, recall campaigns and product liabilities
The contractual obligations set forth above do not include payments for product warranty and recall campaign
costs. Stellantis issues various types of product warranties under which the performance of products delivered is
generally guaranteed for a certain period or term. The accrual for product warranties includes the expected
costs of warranty obligations imposed by law or contract, as well as the expected costs for policy coverage,
recall actions and any commitments to buy back vehicles. The estimated future costs of these actions are
principally based on assumptions regarding the lifetime warranty costs of each vehicle line and each model year
of that vehicle line, as well as historical claims experience for the Company’s vehicles. The Company
periodically initiates voluntary service and recall actions to address various customer satisfaction as well as
safety and emissions issues related to vehicles sold. Included in the reserve is the estimated cost of these
service and recall actions. The Company accrues estimated costs for recalls when they are probable of
occurring and a reliable estimate of the costs can be made. Estimates of the future costs of these actions are
subject to numerous uncertainties, including the enactment of new laws and regulations, the number of vehicles
affected by a service or recall action and the nature of the corrective action. It is reasonably possible that the
ultimate cost of these service and recall actions may require the Company to make expenditures in excess of (or
less than) established reserves over an extended period of time and in a range of amounts that cannot be
reasonably estimated. At December 31, 2025, Stellantis’ product warranty and recall campaigns provision was
€14,124 million. For details on change in estimate for contractual warranty, refer to Note 21, Provisions within the
Consolidated Financial Statements included elsewhere in this report.
Capital commitments
The contractual obligations set forth above do not include payments for capital commitments to joint ventures. At
December 31, 2025, total capital commitments were €1.7 billion, covering the period up to 2029.
Significant Vehicle Assembly Plants
The following table provides information about Stellantis’ significant vehicle assembly plants as of December 31,
2025, excluding joint ventures, of which the largest by region are Warren Truck (U.S.), Betim (Brazil) and
Sochaux (France).
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Each of the assembly plants listed below have a covered area of more than 100,000 square meters:
Country | Location | |
North America | ||
U.S. | Warren, Michigan | |
U.S. | Sterling Heights, Michigan | |
U.S. | Belvidere, Illinois | |
U.S. | Toledo, Ohio (Toledo North) | |
U.S. | Detroit, Michigan (Detroit Assembly Complex - Jefferson) | |
U.S. | Detroit, Michigan (Detroit Assembly Complex - Mack) | |
U.S. | Toledo, Ohio (Toledo South) | |
Mexico | Toluca, Estado de México | |
Mexico | Saltillo, Coahuila (Saltillo Truck) | |
Mexico | Saltillo, Coahuila (Saltillo Van) | |
Canada | Windsor, Ontario | |
Canada | Brampton, Ontario | |
South America | ||
Brazil | Betim | |
Brazil | Goiana | |
Brazil | Porto Real | |
Argentina | Buenos Aires | |
Argentina | Cordoba | |
Enlarged Europe | ||
France | Hordain | |
France | Mulhouse | |
France | Poissy | |
France | Rennes | |
France | Sochaux | |
Germany | Eisenach | |
Germany | Russelsheim | |
Italy | Turin (Mirafiori) | |
Italy | Cassino | |
Italy | Pomigliano | |
Italy | Melfi | |
Italy | Val Di Sangro | |
Poland | Gliwice | |
Poland | Tychy | |
Slovakia | Trnava | |
Serbia | Kragujevac | |
Spain | Madrid | |
Spain | Vigo | |
Spain | Zaragoza | |
UK | Ellesmere Port |
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Our Share Information
On January 18, 2021, Stellantis common shares began trading on Euronext Milan and Euronext Paris, and on
January 19, 2021, began trading on the NYSE. Stellantis common shares trade under the following symbols:
Euronext Milan: “STLAM”; Euronext Paris: “STLAP”; NYSE: “STLA”. From October 13, 2014, the common shares
of FCA were traded on the NYSE under the symbol “FCAU” and on Euronext Milan under the symbol “FCA”.
Dividend Policy
Refer to Note 28, Equity within the Consolidated Financial Statements included elsewhere in this report for
additional detail on the proposed dividend to holders of Stellantis common shares and dividend policy.
For additional information on distribution of profits, refer to ADDITIONAL INFORMATION FOR NETHERLANDS
CORPORATE GOVERNANCE - Dividends above.
Principal Accountant Fees and Services
Deloitte & Associés, the member firms of Deloitte Touche Tohmatsu Limited, and their related entities
(collectively, the “Deloitte Entities”) were appointed to serve as Stellantis’ independent registered public
accounting firm for the years ended December 31, 2025 and 2024. Stellantis incurred the following fees from
Deloitte Entities for professional services for the years ended December 31, 2025 and 2024, respectively:
Years Ended December 31, | ||||
(€ million) | 2025 | 2024 | ||
Audit fees | 45.4 | 40.8 | ||
Audit-related fees | 1.9 | 2.0 | ||
Tax and other fees(1) | 0.2 | 0.6 | ||
Total | 47.5 | 43.4 | ||
(1) Tax fees comprise services rendered for tax compliance and tax advice services
For the years ended December 31, 2025 and 2004, “Audit fees” were the aggregate fees billed by Deloitte
Entities for the audit of Stellantis’ consolidated annual financial statements, reviews of interim financial
statements and attestation services that were provided in connection with statutory and regulatory filings or
engagements. “Audit-related fees” were fees charged by Deloitte Entities for assurance and related services
that were reasonably related to the performance of the audit or review of Stellantis’ financial statements and were
not reported under “Audit fees”. This category comprised fees for agreed-upon procedure engagements and
other attestation services subject to regulatory requirements. “Tax fees” were fees charged by the Deloitte &
Associés primarily for activities related to tax refunds claims and tax compliance in different jurisdictions.
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Audit Committee’s pre-approval policies and procedures
Our Audit Committee nominates and engages our independent registered public accounting firm to audit our
consolidated financial statements. Our Audit Committee has a policy requiring management to obtain the Audit
Committee’s approval before engaging our independent registered public accounting firm to provide any other
audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to
ensure that such engagements do not impair the independence of our independent registered public
accounting firm, the Audit Committee reviews and pre-approves (if appropriate) specific audit and non-audit
services in the categories Audit Services, Audit-Related Services, Tax Services, and any other services that may
be performed by our independent registered public accounting firm.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
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Taxation
Material U.S. Federal Income Tax Consequences
This section describes the material U.S. federal income tax consequences to U.S. Shareholders (as defined
below) of owning Stellantis stock. When we refer to Stellantis, we refer to Stellantis or to former FCA, as
applicable. It applies solely to persons that hold shares as capital assets for U.S. federal income tax purposes.
This discussion addresses only U.S. federal income taxation and does not discuss all of the tax consequences
that may be relevant to holders in light of their individual circumstances, including foreign, state or local tax
consequences, estate and gift tax consequences, and tax consequences arising under the Medicare
contribution tax on net investment income. This section does not apply to members of a special class of holders
subject to special rules, including:
•a dealer in securities or foreign currencies;
•a regulated investment company;
•a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
•a tax-exempt organization;
•a bank, financial institution, or insurance company;
•a person liable for alternative minimum tax;
•a person that actually or constructively owns 10 percent or more of the combined voting power of the voting
stock of Stellantis or of the total value of the stock of Stellantis;
•a person that holds shares as part of a straddle or a hedging, conversion, or other risk reduction transaction
for U.S. federal income tax purposes;
•a person that acquired shares pursuant to the exercise of employee stock options or otherwise as
compensation; or
•a person whose functional currency is not the U.S. Dollar.
This section is based on the Internal Revenue Code of 1986, as amended, the Code, its legislative history,
existing and proposed regulations, published rulings and court decisions, as well as on applicable tax treaties,
all as of the date hereof. These laws are subject to change, possibly on a retroactive basis.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares, the U.S.
federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment
of the partnership. A partner in an entity treated as a partnership for U.S. federal income tax purposes holding
shares should consult its tax advisors with regard to the U.S. federal income tax treatment of the ownership of
Stellantis stock.
No statutory, judicial or administrative authority directly discusses how the ownership of Stellantis stock should
be treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of the
ownership of Stellantis stock are uncertain. Shareholders should consult their own tax advisors regarding the
U.S. federal, state and local and foreign and other tax consequences of owning and disposing of Stellantis stock
in their particular circumstances.
343
For the purposes of this discussion, a “U.S. Shareholder” is a beneficial owner of shares that is:
•an individual that is a citizen or resident of the United States;
•a corporation, or other entity taxable as a corporation, created or organized under the laws of the United
States;
•an estate whose income is subject to U.S. federal income tax regardless of its source; or
•a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S.
persons are authorized to control all substantial decisions of the trust.
Tax Consequences of Owning Stellantis Stock
Taxation of Dividends
Under the U.S. federal income tax laws, and subject to the discussion of PFIC taxation below, a U.S.
Shareholder must include in its gross income the gross amount of any dividend paid by Stellantis to the extent of
its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Dividends
will be taxed as ordinary income to the extent that they are paid out of Stellantis’ current or accumulated
earnings and profits. Dividends paid to a non-corporate U.S. Shareholder by certain “qualified foreign
corporations” that constitute qualified dividend income are taxable to the shareholder at the preferential rates
applicable to long-term capital gains provided that the shareholder holds the shares for more than 60 days
during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period
requirements. For this purpose, stock of Stellantis is treated as stock of a qualified foreign corporation if such
stock is listed on an established securities market in the United States. The common shares of Stellantis are
listed on the NYSE. Accordingly, subject to the discussion of PFIC taxation below, dividends Stellantis pays with
respect to the shares will constitute qualified dividend income, assuming the holding period requirements are
met.
A U.S. Shareholder must include any foreign tax withheld from the dividend payment in this gross amount even
though the shareholder does not in fact receive the amount withheld. The dividend is taxable to a U.S.
Shareholder when the U.S. Shareholder receives the dividend, actually or constructively.
The dividend will not be eligible for the dividends-received deduction allowed to U.S. corporations in respect of
dividends received from other U.S. corporations.
Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income
tax purposes, will be treated as a non-taxable return of capital to the extent of the U.S. Shareholder’s basis in the
shares of Stellantis stock, causing a reduction in the U.S. Shareholder’s adjusted basis in Stellantis stock, and
thereafter as capital gain.
Subject to certain limitations, any non-U.S. tax withheld and paid over to a non-U.S. taxing authority may be
eligible for credit against a U.S. Shareholder’s U.S. federal income tax liability except to the extent a refund of
the tax withheld is available to the U.S. Shareholder under non-U.S. tax law or under an applicable tax treaty.
The amount allowed to a U.S. Shareholder as a credit is limited to the amount of the U.S. Shareholder’s U.S.
federal income tax liability that is attributable to income from sources outside the U.S. and is computed
separately with respect to different types of income that the U.S. Shareholder receives from non-U.S. sources.
Subject to the discussion below regarding Section 904(h) of the Code, dividends paid by Stellantis will be
foreign source income and will generally be “passive” income for purposes of computing the foreign tax credit
allowable to a U.S. Shareholder.
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Under Section 904(h) of the Code, dividends paid by a foreign corporation that is treated as 50 percent or more
owned, by vote or value, by U.S. persons may be treated as U.S. source income (rather than foreign source
income) for foreign tax credit purposes, to the extent the foreign corporation earns U.S. source income. In
certain circumstances, U.S. Shareholders may be able to choose the benefits of Section 904(h)(10) of the Code
and elect to treat dividends that would otherwise be U.S. source dividends as foreign source dividends, but in
such a case the foreign tax credit limitations would be separately determined with respect to such “resourced”
income. In general, therefore, the application of Section 904(h) of the Code may adversely affect a U.S.
Shareholder’s ability to use foreign tax credits. Stellantis does not believe that it is 50 percent or more owned by
U.S. persons, but this conclusion is a factual determination and is subject to change; no assurance can
therefore be given that Stellantis may not be treated as 50 percent or more owned by U.S. persons for purposes
of Section 904(h) of the Code. U.S. Shareholders are strongly urged to consult their own tax advisors regarding
the possible impact if Section 904(h) of the Code should apply.
Taxation of Capital Gains
Subject to the discussion of PFIC taxation below, a U.S. Shareholder that sells or otherwise disposes of its
Stellantis common shares will recognize capital gain or loss for U.S. federal income tax purposes equal to the
difference between the U.S. Dollar value of the amount that the U.S. Shareholder realizes and the U.S.
Shareholder’s tax basis in those shares. Capital gain of a non-corporate U.S. Shareholder is generally taxed at
preferential rates where the property is held for more than one year. The gain or loss will be U.S. source income
or loss for foreign tax credit limitation purposes. The deduction of capital losses is subject to limitations.
Loyalty Voting Structure
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE RECEIPT,
OWNERSHIP OR DISPOSITION OF SPECIAL VOTING SHARES SHOULD BE TREATED FOR U.S. FEDERAL
INCOME TAX PURPOSES AND AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES ARE
UNCERTAIN. ACCORDINGLY, WE URGE U.S. SHAREHOLDERS TO CONSULT THEIR TAX ADVISOR AS TO
THE TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP AND DISPOSITION OF SPECIAL VOTING SHARES.
If a U.S. Shareholder receives special voting shares after requesting all or some of the number of its Stellantis
common shares be registered on the Loyalty Register, the tax consequences of the receipt of special voting
shares is unclear. While distributions of stock are tax-free in certain circumstances, the distribution of special
voting shares would be taxable if it were considered to result in a “disproportionate distribution.” A
disproportionate distribution is a distribution or series of distributions, including deemed distributions, that have
the effect of the receipt of cash or other property by some shareholders of Stellantis and an increase in the
proportionate interest of other shareholders of Stellantis in Stellantis’ assets or earnings and profits. It is possible
that the distribution of special voting shares to a U.S. Shareholder that has requested all or some of the number
of its Stellantis common shares be registered on the Loyalty Register and a distribution of cash in respect of
Stellantis common shares could be considered together to constitute a “disproportionate distribution.” Unless
Stellantis has not paid cash dividends in the 36 months prior to a U.S. Shareholder’s receipt of special voting
shares and Stellantis does not intend to pay cash dividends in the 36 months following a U.S. Shareholder’s
receipt of special voting shares, Stellantis intends to treat the receipt of special voting shares as a distribution
that is subject to tax as described above in “Consequences of Owning Stellantis Stock—Taxation of Dividends.”
The amount of the dividend should equal the fair market value of the special voting shares received. For the
reasons stated above, Stellantis believes and intends to take the position that the value of each special voting
share is minimal. However, because the fair market value of the special voting shares is factual and is not
governed by any guidance that directly addresses such a situation, the IRS could assert that the value of the
special voting shares (and thus the amount of the dividend) as determined by Stellantis is incorrect.
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Ownership of Special Voting Shares
Stellantis believes that U.S. Shareholders holding special voting shares should not have to recognize income in
respect of amounts transferred to the special voting shares dividend reserve that are not paid out as dividends.
Section 305 of the Code may, in certain circumstances, require a holder of preferred shares to recognize income
even if no dividends are actually received on such shares if the preferred shares are redeemable at a premium
and the redemption premium results in a “constructive distribution.” Preferred shares for this purpose refer to
shares that do not participate in corporate growth to any significant extent. Stellantis believes that Section 305 of
the Code should not apply to any amounts transferred to the special voting shares dividend reserve that are not
paid out as dividends so as to require current income inclusion by U.S. Shareholders because, among other
things, the special voting shares are not redeemable on a specific date and a U.S. Shareholder is only entitled to
receive amounts in respect of the special voting shares upon liquidation, and even if the amounts transferred to
the special voting shares dividend reserve that are not paid out as dividends are considered redemption
premium, the amount of the redemption premium is likely to be minimal given that the value of each special
voting share, as discussed above, is expected to be minimal. Stellantis therefore intends to take the position that
the transfer of amounts to the special voting shares dividend reserve that are not paid out as dividends does not
result in a “constructive distribution,” and this determination is binding on all U.S. Shareholders of special voting
shares other than a U.S. Shareholder that explicitly discloses its contrary determination in the manner prescribed
by the applicable regulations. However, because the tax treatment of the loyalty voting structure is unclear and
because Stellantis’ determination is not binding on the IRS, it is possible that the IRS could disagree with
Stellantis’ determination and require current income inclusion in respect of such amounts transferred to the
special voting shares dividend reserve that are not paid out as dividends.
Disposition of Special Voting Shares
The tax treatment of a U.S. Shareholder that has its special voting shares redeemed for zero consideration after
removing its common shares from the Loyalty Register is unclear. It is possible that a U.S. Shareholder would
recognize a loss to the extent of the U.S. Shareholder’s basis in its special voting shares, which should equal (i)
if the special voting shares were received in connection with the 2014 merger, the basis allocated to the special
voting shares, and (ii) if the special voting shares were received after the requisite holding period on the Loyalty
Register, the amount that was included in income upon receipt. Such loss would be a capital loss and would be
a long-term capital loss if a U.S. Shareholder has held its special voting shares for more than one year. It is also
possible that a U.S. Shareholder would not be allowed to recognize a loss upon the redemption of its special
voting shares and instead a U.S. Shareholder should increase the basis in its Stellantis common shares by an
amount equal to the basis in its special voting shares. Such basis increase in a U.S. Shareholder’s Stellantis
common shares would decrease the gain, or increase the loss, that a U.S. Shareholder would recognize upon
the sale or other taxable disposition of its Stellantis common shares.
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE LOYALTY VOTING STRUCTURE IS UNCLEAR AND U.S.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS IN RESPECT OF THE CONSEQUENCES
OF ACQUIRING, OWNING, AND DISPOSING OF SPECIAL VOTING SHARES.
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PFIC Considerations—Consequences of Holding Stellantis Stock
Stellantis believes that shares of its stock are not stock of a PFIC for U.S. federal income tax purposes, but this
conclusion is based on a factual determination made annually and thus is subject to uncertainty and change. As
discussed in greater detail below, if shares of Stellantis stock were to be treated as stock of a PFIC, gain
realized (subject to the discussion below regarding a mark-to-market election) on the sale or other disposition of
shares of Stellantis stock would not be treated as capital gain, and a U.S. Shareholder would be treated as if
such U.S. Shareholder had realized such gain and certain “excess distributions” ratably over the U.S.
Shareholder’s holding period for its shares of Stellantis stock and would be taxed at the highest tax rate in effect
for each such year to which the gain was allocated, together with an interest charge in respect of the tax
attributable to each such year. With certain exceptions, a U.S. Shareholder’s shares of Stellantis stock would be
treated as stock in a PFIC if Stellantis were a PFIC at any time during such U.S. Shareholder’s holding period in
the shares. Dividends received from Stellantis would not be eligible for the special tax rates applicable to
qualified dividend income if Stellantis were treated as a PFIC in the taxable years in which the dividends are
paid or in the preceding taxable year (regardless of whether the U.S. holder held shares of Stellantis stock in
such year) but instead would be taxable at rates applicable to ordinary income.
Stellantis would be a PFIC with respect to a U.S. Shareholder if for any taxable year in which the U.S.
Shareholder held shares of Stellantis stock, after the application of applicable “look-through rules”:
•75 percent or more of Stellantis’ gross income for the taxable year consists of “passive income” (including
dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than
rents and royalties which are received from unrelated parties in connection with the active conduct of a trade
or business, as defined in applicable Treasury Regulations); or
•at least 50 percent of its assets for the taxable year (averaged over the year and determined based upon
value) produce or are held for the production of passive income.
Because the determination whether a foreign corporation is a PFIC is primarily factual and there is little
administrative or judicial authority on which to rely to make a determination, the IRS might not agree that
Stellantis is not a PFIC. Moreover, no assurance can be given that Stellantis would not become a PFIC for any
future taxable year if there were to be changes in Stellantis’ assets, income or operations.
If Stellantis were to be treated as a PFIC for any taxable year (and regardless of whether Stellantis remains a
PFIC for subsequent taxable years), each U.S. Shareholder that is treated as owning Stellantis stock for
purposes of the PFIC rules (i) would be liable to pay U.S. federal income tax at the highest applicable income
tax rates on (a) ordinary income upon the receipt of excess distributions (the portion of any distributions
received by the U.S. Shareholder on Stellantis stock in a taxable year in excess of 125 percent of the average
annual distributions received by the U.S. Shareholder in the three preceding taxable years or, if shorter, the
portion of the U.S. Shareholder’s holding period for the Stellantis stock that preceded the taxable year of the
distribution) and (b) on any gain from the disposition of Stellantis stock, plus interest on such amounts, as if such
excess distributions or gain had been recognized ratably over the U.S. Shareholder’s holding period of the
Stellantis stock, and (ii) may be required to annually file Form 8621 with the IRS reporting information concerning
Stellantis.
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If Stellantis were to be treated as a PFIC for any taxable year and provided that Stellantis common shares are
treated as “marketable stock” within the meaning of applicable Treasury Regulations, which Stellantis believes
will be the case, a U.S. Shareholder may make a mark-to-market election. Under a mark-to-market election, any
excess of the fair market value of the Stellantis common shares at the close of any taxable year over the U.S.
Shareholder’s adjusted tax basis in the Stellantis common shares is included in the U.S. Shareholder’s income
as ordinary income. These amounts of ordinary income would not be eligible for the favorable tax rates
applicable to qualified dividend income or long-term capital gains. In addition, the excess, if any, of the U.S.
Shareholder’s adjusted tax basis at the close of any taxable year over the fair market value of the Stellantis
common shares is deductible in an amount equal to the lesser of the amount of the excess or the amount of the
net mark-to-market gains that the U.S. Shareholder included in income in prior years. A U.S. Shareholder’s tax
basis in Stellantis common shares would be adjusted to reflect any such income or loss. Gain realized on the
sale, exchange or other disposition of Stellantis common shares would be treated as ordinary income, and any
loss realized on the sale, exchange or other disposition of Stellantis common shares would be treated as
ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by
the U.S. Shareholder. It is not expected that the special voting shares would be treated as “marketable stock”
and eligible for the mark-to-market election.
The adverse consequences of owning stock in a PFIC could also be mitigated if a U.S. Shareholder makes a
valid “qualified electing fund” election, or QEF election, which, among other things, would require a U.S.
Shareholder to include currently in income its pro rata share of the PFIC’s net capital gain and ordinary earnings,
based on earnings and profits as determined for U.S. federal income tax purposes. Because of the
administrative burdens involved, Stellantis does not intend to provide information to its shareholders that would
be required to make such election effective.
A U.S. Shareholder which holds Stellantis stock during a period when Stellantis is a PFIC will be subject to the
foregoing rules for that taxable year and all subsequent taxable years with respect to that U.S. Shareholder’s
holding of Stellantis stock, even if Stellantis ceases to be a PFIC, subject to certain exceptions for U.S.
Shareholders which made a mark-to-market or QEF election. U.S. Shareholders are strongly urged to consult
their tax advisors regarding the PFIC rules, and the potential tax consequences to them if Stellantis were
determined to be a PFIC.
Information with Respect to Foreign Financial Assets
Owners of “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000, (and in some
cases, a higher threshold) may be required to file an information report with respect to such assets with their tax
returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial
institutions, as well as any of the following, but only if they are held for investment and not held in accounts
maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons; (ii) financial instruments
and contracts that have non-U.S. issuers or counterparties; and (iii) interests in foreign entities. U.S.
Shareholders are urged to consult their tax advisors regarding the application of this legislation to their
ownership of Stellantis stock.
Backup Withholding and Information Reporting
Information reporting requirements for a non-corporate U.S. Shareholder, on IRS Form 1099, will apply to:
•dividend payments or other taxable distributions made to such U.S. Shareholder within the U.S.; and
•the payment of proceeds to such U.S. Shareholder from the sale of Stellantis stock effected at a U.S. office of a
broker.
348
Additionally, backup withholding (currently at a 24 percent rate) may apply to such payments to a non-corporate
U.S. Shareholder that:
•fails to provide an accurate taxpayer identification number;
•(in the case of dividends) is notified by the IRS that such U.S. Shareholder has failed to report all interest and
dividends required to be shown on such U.S. Shareholder’s federal income tax returns; or
•in certain circumstances, fails to comply with applicable certification requirements.
A person may obtain a refund of any amounts withheld under the backup withholding rules that exceed the
person’s income tax liability by properly filing a refund claim with the IRS.
Material Netherlands Tax Consequences
This section solely addresses the principal Dutch tax consequences of the acquisition, ownership and disposal
of Stellantis common shares and, if applicable, Stellantis special voting shares by non-resident holders of such
shares (as described below). It does not purport to describe every aspect of Dutch taxation that may be relevant
to a particular holder of Stellantis common shares and, if applicable, Stellantis special voting shares. This
section does not describe any Dutch tax considerations or consequences arising from the Dutch Minimum Tax
Act 2024 (the Dutch implementation of Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a
global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the EU)
which may be relevant for a particular holder. Tax matters are complex and the tax consequences to a particular
holder of Stellantis common shares and, if applicable, Stellantis special voting shares will depend in part on
such holder's circumstances. Accordingly, a holder is urged to consult his own tax advisor for a full
understanding of the Dutch tax consequences of acquiring, owning and disposing of Stellantis common shares
and, if applicable, Stellantis special voting shares in their particular circumstances, including the applicability
and effect of Dutch tax laws.
Where in this section English terms and expressions are used to refer to Dutch concepts, the meaning to be
attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts
under Dutch tax law. Where in this section the terms "the Netherlands" and "Dutch" are used, these refer solely to
the European part of the Kingdom of the Netherlands.
This section assumes that Stellantis is organized and that its business will be conducted in the manner outlined
in this Form and such that Stellantis is considered to be a resident of the Netherlands for purposes of the tax
treaty between the Netherlands and any other jurisdiction. A change to the organizational structure or to the
manner in which Stellantis conducts its business may invalidate the contents of this section, which will not be
updated to reflect any such change.
This section is based on the tax law of the Netherlands (unpublished case law not included) as it stands at the
date of this Form. The tax law upon which this description is based is subject to changes, possibly with
retroactive effect. Any such change may invalidate the contents of this description, which will not be updated to
reflect such change.
The summary in this Dutch taxation section does not address the Dutch tax consequences for a non-resident
holder of Stellantis common shares and, if applicable, Stellantis special voting shares who:
i.is a person who may be deemed an owner of Stellantis common shares and, if applicable, Stellantis special
voting shares for Dutch tax purposes pursuant to specific statutory attribution rules in Dutch tax law;
349
ii.is, although in principle subject to Dutch corporation tax, in whole or in part, specifically exempt from that tax
in connection with income from Stellantis common shares and, if applicable, Stellantis special voting shares;
iii.is an investment institution as defined in the Dutch Corporation Tax Act 1969;
iv.is an entity that, although in principle subject to Dutch corporation tax, is fully or partly exempt from Dutch
corporation tax;
v.owns Stellantis common shares and, if applicable, Stellantis special voting shares in connection with a
membership of a management board or a supervisory board, an employment relationship, a deemed
employment relationship or management role;
vi.has a substantial interest in Stellantis or a deemed substantial interest in Stellantis for Dutch tax purposes.
Generally, a person holds a substantial interest if (a) such person – either alone or, in the case of an
individual, together with his partner or any of his relatives by blood or by marriage in the direct line (including
foster-children) or of those of his partner for Dutch tax purposes – owns or is deemed to own, directly or
indirectly, 5 percent or more of the shares or of any class of shares of Stellantis, or rights to acquire, directly
or indirectly, such an interest in the shares of Stellantis or profit participating certificates relating to 5 percent
or more of the annual profits or to 5 percent or more of the liquidation proceeds of Stellantis, or (b) such
person's shares, rights to acquire shares or profit participating certificates in Stellantis are held by him
following the application of a non-recognition provision, whereby the Stellantis common shares and the
Stellantis special voting shares are considered to be separate classes of shares; or
vii.is for Dutch tax purposes taxable as a corporate entity and resident of Aruba, Curaçao or Sint Maarten.
Scope of the summary
The summary of Dutch taxes set out in this section “Material Dutch tax consequences” only applies to a holder of
Stellantis common shares and, if applicable, Stellantis special voting shares who is a non-resident holder of such
shares (as described below).
For the purpose of this summary a holder of Stellantis common shares and, if applicable, Stellantis special voting
shares is a non-resident holder of such shares if such holder is neither a resident nor deemed to be resident in
the Netherlands for purposes of Dutch income tax or corporation tax as the case may be.
Taxes on income and capital gains
Non-resident holders of Stellantis common shares and, if applicable, Stellantis special voting shares
Individuals
A non-resident holder of Stellantis common shares and, if applicable, Stellantis special voting shares will not be
subject to Dutch income tax in respect of any benefits derived or deemed to be derived from or in connection
with Stellantis common shares and, if applicable, Stellantis special voting shares, except if:
i.he derives profits from an enterprise, whether as an entrepreneur or pursuant to a co-entitlement to the net
value of such enterprise, other than as a shareholder, and such enterprise is carried on, in whole or in part,
through a permanent establishment or a permanent representative in the Netherlands, and his Stellantis
common shares and, if applicable, Stellantis special voting shares are attributable to such permanent
establishment or permanent representative; or
350
ii.he derives benefits or is deemed to derive benefits from or in connection with Stellantis common shares and,
if applicable, Stellantis special voting shares that are taxable as benefits from miscellaneous activities
performed in the Netherlands.
Corporate entities
If a non-resident holder of Stellantis common shares and, if applicable, Stellantis special voting shares is a
corporate entity, or an entity including an association, a partnership and a mutual fund, taxable as a corporate
entity, it will not be subject to Dutch corporation tax in respect of any benefits derived or deemed to be derived
from or in connection with Stellantis common shares and, if applicable, Stellantis special voting shares, except if:
i.it derives profits from an enterprise directly which is carried on, in whole or in part, through a permanent
establishment or a permanent representative in the Netherlands, and to which permanent establishment or
permanent representative its Stellantis common shares and, if applicable, Stellantis special voting shares
are attributable; or
ii.it derives profits pursuant to a co-entitlement to the net value of an enterprise which is managed in the
Netherlands, other than as a holder of securities, and to which enterprise its Stellantis common shares and, if
applicable, Stellantis special voting shares are attributable.
General
A non-resident holder of Stellantis common shares and, if applicable, Stellantis special voting shares will for
Dutch tax purposes not carry on or be deemed to carry on an enterprise, in whole or in part, through a
permanent establishment or a permanent representative in the Netherlands by reason only of the execution and/
or enforcement of the documents relating to the issue of Stellantis common shares and, if applicable, Stellantis
special voting shares or the performance by Stellantis of its obligations under such documents or under the
Stellantis common shares and, if applicable, under the Stellantis special voting shares.
Dividend withholding tax
Stellantis is generally required to withhold Dutch dividend withholding tax at a rate of 15 percent from dividends
distributed by it, subject to possible relief under Dutch domestic law, the Treaty on the Functioning of the
European Union or an applicable Dutch income tax treaty depending on a particular holder of Stellantis common
shares and, if applicable, Stellantis special voting shares individual circumstances.
The concept "dividends distributed by Stellantis " as used in this Dutch section paragraph includes, but is not
limited to, the following:
•distributions in cash or in kind, deemed and constructive distributions and repayments of capital not
recognized as paid-in for Dutch dividend withholding tax purposes;
•liquidation proceeds and proceeds of repurchase or redemption of Stellantis common shares and, if
applicable, Stellantis special voting shares in excess of the average capital recognized as paid-in for Dutch
dividend withholding tax purposes;
•the par value of Stellantis common shares and, if applicable, Stellantis special voting shares issued by
Stellantis to a holder of Stellantis common shares and, if applicable, Stellantis special voting shares or an
increase of the par value of Stellantis common shares or Stellantis special voting shares, as the case may be,
to the extent that it does not appear that a contribution, recognized for Dutch dividend withholding tax
purposes, has been made or will be made; and
351
•partial repayment of capital, recognized as paid-in for Dutch dividend withholding tax purposes, if and to the
extent that there are net profits, unless (a) the general meeting of Stellantis’ shareholders has resolved in
advance to make such repayment and (b) the par value of the Stellantis common shares or Stellantis special
voting shares concerned, as the case may be, has been reduced by an equal amount by way of an
amendment to Stellantis’ articles of association.
Additional withholding tax
An additional Dutch withholding tax may apply with respect to dividends distributed or deemed to be distributed
by Stellantis if the dividends are distributed or deemed to be distributed to a shareholder that has a controlling
interest in Stellantis N.V., and (i) is resident in a low-tax or non-cooperative jurisdiction as specifically listed in an
annually updated Dutch regulation, (ii) has a permanent establishment in any such jurisdiction to which the
dividend is attributable, (iii) is neither resident in the Netherlands nor in a low-tax or non-cooperative jurisdiction,
and is entitled to the dividend with the main purpose or one of the main purposes to avoid withholding tax of
another person, (iv) is a hybrid entity, or (v) is not resident in any jurisdiction, within the meaning of the Dutch
Withholding Tax Act 2021. The additional Dutch withholding tax rate will be equal to the highest Dutch corporate
income tax rate at the time of the dividend payment, which is currently 25.8 percent. The additional Dutch
withholding tax on dividends may be reduced by any regular Dutch dividend withholding tax withheld in respect
of the same dividend distribution.
Gift and inheritance taxes
No Dutch gift tax or Dutch inheritance tax will arise with respect to an acquisition or deemed acquisition of
Stellantis common shares and, if applicable, Stellantis special voting shares by way of gift by, or upon the death
of, a holder of Stellantis common shares and, if applicable, Stellantis special voting shares who is neither
resident nor deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax
except if, in the event of a gift whilst not being a resident nor being a deemed resident in the Netherlands for
purposes of Dutch gift tax or Dutch inheritance tax, the holder of Stellantis common shares and, if applicable,
Stellantis special voting shares becomes a resident or a deemed resident in the Netherlands and dies within 180
days after the date of the gift.
For purposes of Dutch gift tax and Dutch inheritance tax, a gift of Stellantis common shares and, if applicable,
Stellantis special voting shares made under a condition precedent is deemed to be made at the time the
condition precedent is satisfied.
Value Added Tax
No Dutch value added tax should arise in respect of any payment in consideration for the issue of Stellantis
common shares and, if applicable, Stellantis special voting shares.
Registration taxes and duties
No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty, other than court
fees, is payable in the Netherlands in respect of or in connection with a transfer of Stellantis common shares
and, if applicable, Stellantis special voting shares.
352
Exhibits
Exhibit Number | Description of Documents |
1.1 | English translation of the Articles of Association of Stellantis N.V. (incorporated by reference to Exhibit 1.1 to Annual Report on Form 20-F filed with the SEC on February 25, 2022, File No. 001-36675) |
1.2 | English translation of the Deed of Incorporation of Stellantis N.V. (incorporated by reference to Exhibit 3.2 to Registration Statement on Form F-4, filed with the SEC on July 3, 2014, File No. 333-197229) |
2.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act |
Certain long-term debt instruments, none of which relates to indebtedness that exceeds 10% of the consolidated assets of Stellantis N.V., have not been filed as exhibits to this Form 20-F. Stellantis N.V. agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of Stellantis N.V. and its consolidated subsidiaries. | |
4.1 | Stellantis N.V. Equity Incentive Plan 2021-2025 (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-8, filed with the SEC on May 5, 2021, File No. 333-255788) |
4.2 | Stellantis N.V. Remuneration Policy |
4.3 | Undertaking Letter, dated December 17, 2019, by and between Exor N.V. and Fiat Chrysler Automobiles N.V. (incorporated by reference to Exhibit 4.4 to Annual Report on Form 20-F, filed with the SEC on February 25, 2020, File No. 001-36675) |
4.4 | Undertaking Letter, dated December 17, 2019, by and among Establissements Peugeot Freres S.A., FFP S.A. and Peugeot S.A. (incorporated by reference to Exhibit 4.5 to Annual Report on Form 20-F, filed with the SEC on February 25, 2020, File No. 001-36675) |
4.5 | Undertaking Letter, dated December 17, 2019, by and among Dongfeng Motor Group Company Ltd., Dongfeng Motor (Hong Kong) International Co Ltd. and Peugeot S.A. (incorporated by reference to Exhibit 4.6 to Annual Report on Form 20-F, filed with the SEC on February 25, 2020, File No. 001-36675) |
4.6 | Undertaking Letter, dated December 17, 2019, by and among Bpifrance Participations S.A., Lion Participations S.A.S. and Peugeot S.A. (incorporated by reference to Exhibit 4.7 to Annual Report on Form 20-F, filed with the SEC on February 25, 2020, File No. 001-36675) |
8.1 | Subsidiaries |
11.1 | Stellantis N.V. Insider Trading Policy |
12.1 | Section 302 Certification of the Chief Executive Officer |
12.2 | Section 302 Certification of the Chief Financial Officer |
13.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
23.1 | Consent of Deloitte & Associés |
23.2 | Consent of EY S.p.A. |
97.1 | Stellantis N.V. Clawback Policy |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
353
FORM 20-F CROSS REFERENCE
The table below sets out the location within the document of the information required by the SEC for annual
reports on Form 20-F. The exact location is included in the column “Cross Reference”. The column “Page” refers
to the starting page of the section (or sub-section) for reference only.
Item | Section | Cross Reference | Page |
Part I | |||
Item 1. | Identity of Directors, Senior Management and Advisers | Not applicable | |
Item 2. | Offer Statistics and Expected Timetable | Not applicable | |
Item 3. | Key Information | ||
B. Capitalization and Indebtedness | Not applicable | ||
C. Reasons for the Offer and Use of Proceeds | Not applicable | ||
D. Risk Factors | Risk Factors | 80 | |
Item 4. | Information on the Company | ||
A. History and Development of the Company | Stellantis Overview | 9 | |
Documents on Display | 5 | ||
B. Business Overview | Stellantis Overview | 9 | |
Overview of Our Business | 11 | ||
Sales Overview | 16 | ||
Results by Segment | 60 | ||
Note 27 (Guarantees granted, commitments and contingent Liabilities) to the Consolidated Financial Statements | 302 | ||
Environmental and Other Regulatory Matters | 30 | ||
C. Organization Structure | Note 3 (Scope of consolidation) to the Consolidated Financial Statements | 239 | |
D. Property, Plant and Equipment | Property, Plant and Equipment | 14 | |
Significant Vehicle Assembly Plants | 338 | ||
Item 4A. | Unresolved Staff Comments | None | |
Item 5. | Operating and Financial Review | MD&A Overview | 39 |
Trends, Uncertainties and Opportunities | 39 | ||
Note 2 (Basis of preparation - Critical judgments and use of estimates) to the Consolidated Financial Statements | 229 | ||
Non-GAAP Financial Measures | 45 | ||
A. Operating Results | Results of Operations | 47 | |
B. Liquidity and Capital Resources | Liquidity and Capital Resources | 67 | |
Note 22 (Debt) to the Consolidated Financial Statements | 286 | ||
Note 31 (Explanatory notes to the Consolidated statement of cash flows) to the Consolidated Financial Statements | 319 | ||
C. Research and Development, Patents and Licenses, etc. | Research and Development | 13 | |
354
Item | Section | Cross Reference | Page |
D. Trend Information | Trends, Uncertainties and Opportunities | 39 | |
E. Critical Accounting Estimates | Note 2 (Basis of preparation - Critical judgments and use of estimates) to the Consolidated Financial Statements | 229 | |
Item 6. | Directors, Senior Management and Employees | ||
A. Directors and Senior Management | Board of Directors | 105 | |
Senior Management | 119 | ||
B. Compensation | Remuneration Report | 162 | |
Senior Management | 119 | ||
Note 26 (Related party transactions) to the Consolidated Financial Statements | 299 | ||
C. Board Practices | The Audit Committee | 114 | |
The Remuneration Committee | 116 | ||
The ESG Committee | 116 | ||
D. Employees | Employees | 15 | |
E. Share Ownership | Directors' Share Ownership | 113 | |
F. Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation | Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation | 153 | |
Item 7. | Major Shareholders and Related Party Transactions | ||
A. Major Shareholders | Major Shareholders | 10 | |
B. Related Party Transactions | Note 26 (Related party transactions) to the Consolidated Financial Statements | 299 | |
C. Interests of Experts and Counsel | Not applicable | ||
Item 8. | Financial Information | ||
A. Consolidated Statements and Other Financial Information | Consolidated Financial Statements | 191 | |
Sales Overview | 16 | ||
Note 27 (Guarantees granted, commitments and contingent Liabilities) to the Consolidated Financial Statements | 302 | ||
Our Share Information | 340 | ||
B. Significant Changes | Presentation of Financial and Other Data | 5 | |
Item 9. | The Offer and Listing | ||
A. Offer and Listing Details | Our Share Information | 340 | |
B. Plan of Distribution | Not applicable | ||
C. Markets | Our Share Information | 340 | |
D. Selling Shareholders | Not applicable | ||
E. Dilution | Not applicable | ||
F. Expenses of the Issue | Not applicable | ||
Item 10. | Additional Information | ||
A. Share Capital | Not applicable | ||
B. Memorandum and Articles of Association | Articles of Association and Information on Stellantis Shares | 124 | |
C. Material Contracts | Exhibits | 352 |
355
Item | Section | Cross Reference | Page |
D. Exchange Controls | Articles of Association and Information on Stellantis Shares | 124 | |
E. Taxation | Taxation | 342 | |
F. Dividends and Paying Agents | Not applicable | ||
G. Statements of Experts | Not applicable | ||
H. Documents on Display | Documents on Display | 5 | |
I. Subsidiary Information | Not applicable | ||
J. Annual report to security holders | Not applicable | ||
Item 11. | Quantitative and Qualitative Disclosures | Note 31 (Qualitative and quantitative information on financial risks) to the Consolidated Financial Statements | 323 |
Item 12. | Description of Securities Other than Equity Securities | ||
A. Debt Securities | Not applicable | ||
B. Warrants and Rights | Not applicable | ||
C. Other Securities | Not applicable | ||
D. American Depositary Shares | None | ||
Part II | |||
Item 13. | Defaults, Dividend Arrearages and Delinquencies | None | |
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | None | |
Item 15. | Controls and Procedures | Controls and Procedures | 187 |
Item 16A. | Audit Committee Financial Expert | The Audit Committee | 114 |
Item 16B. | Code of Ethics | Code of Conduct | 148 |
Item 16C. | Principal Accountant Fees and Services | Principal Accountant Fees and Services | 340 |
Item 16D. | Exemptions from the Listing Standards for Audit Committees | None | |
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Note 28 (Equity) to the Consolidated Financial Statements | 310 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 341 | ||
Item 16F. | Change in the Registrant's Certifying Accountant | Not applicable | |
Item 16G. | Corporate Governance | Differences between Dutch Corporate Governance Practices and NYSE Listing Standard | 151 |
Item 16H. | Mine Safety Disclosure | None | |
Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | None | |
Item 16J. | Insider trading policies | Insider Trading Policy | 149 |
Exhibits | 352 | ||
Item 16K. | Cybersecurity | Cybersecurity | 152 |
Part III | |||
Item 17. | Financial Statements | Consolidated Financial Statements | 191 |
Item 18. | Financial Statements | Consolidated Financial Statements | 191 |
Item 19. | Exhibits | Exhibits | 352 |
356
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this annual report on its behalf.
STELLANTIS N.V. | |||
(Registrant) | |||
By: | /s/ Joao Laranjo | ||
Name: Joao Laranjo | |||
Title: Chief Financial Officer | |||
Date: | February 26, 2026 | ||
FAQ
What were Stellantis (STLA) key financial results for 2025?
Stellantis reported 2025 net revenues of €153.5 billion but a substantial net loss of €22.3 billion and Adjusted Operating Income of €(0.8) billion. Operating cash flows used were €4.7 billion and industrial free cash flow was €(4.5) billion, highlighting significant pressure.
How strong was Stellantis (STLA) liquidity position at the end of 2025?
At December 31, 2025 Stellantis held €49.8 billion in available liquidity, including €18.3 billion of undrawn committed credit lines. Industrial available liquidity was €45.7 billion, providing a sizeable buffer while the company works through operational challenges and its strategic reassessment.
What strategic changes is Stellantis (STLA) considering after its 2025 loss?
New executive leadership is conducting a comprehensive reassessment of Stellantis’ long-term strategy, programs and product plans. The review aims to realign investments with customer demand, market conditions and regulatory shifts, with a new strategic plan due at an Investor Day in May 2026.
How did Stellantis (STLA) perform in vehicle shipments and sales in 2025?
Stellantis shipped 5,484 thousand vehicles in 2025 and recorded 5.6 million new vehicle sales worldwide, slightly below 5.7 million in 2024. Market share declined in key regions such as North America and Enlarged Europe, reflecting competitive and operational headwinds.
Who are the major shareholders of Stellantis (STLA) as of early 2026?
As of February 25, 2026, key shareholders were Exor with 15.48% of issued common shares, EPF with 7.72%, Bpifrance Participations with 6.64%, and BlackRock Inc. holding 3.10%. Loyalty voting shares give Exor, EPF and BPI higher voting percentages.
What is Stellantis (STLA) saying about the pace of electric vehicle adoption?
Stellantis indicates a revised view on the pace of the energy transition in some markets, citing customer behavior, affordability, infrastructure readiness and incentives. It remains committed to electrified powertrains but emphasizes a demand-led approach and flexibility across powertrain technologies.
Stellantis N.V